ARIZONA INSTRUMENT CORP
10QSB, 1997-11-13
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
Previous: AMERICAN INSURED MORTGAGE INVESTORS, 10-Q, 1997-11-13
Next: PARLEX CORP, 10-Q, 1997-11-13



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended September 30, 1997         Commission File Number
                                                                 0-12575


                         Arizona Instrument Corporation
        (Exact name of small business issuer as specified in its charter)


        Delaware                                        86-0410138
(State of incorporation)                    (I.R.S. Employer Identification No.)


4114 East Wood Street,  Phoenix, Arizona                              85040-1941
(Address of principal executive offices)                              (Zip code)


Issuer's telephone number, including area code:  (602) 470-1414


Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities and Exchange Act of 1934 during the past 12 months,  (or
for such shorter  period that the  registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.

                                  YES  X   NO
                                      ---     ---

As of October 31, 1997,  6,687,391 shares of Common Stock ($0.01 par value) were
outstanding.

Transitional Small Business Disclosure Format (Check One)

                                  YES      NO  X
                                      ---     ---
<PAGE>
                                      II-2
                         ARIZONA INSTRUMENT CORPORATION

                                TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION

Item 1   Financial Statements

         Consolidated  Balance Sheets  September 30, 1997 and December
         31, 1996                                                           II-3

         Consolidated  Statements of Operations  Three and Nine months
         ended September 30, 1997 and September 30, 1996                    II-4

         Consolidated  Statements  of Cash  Flows  Nine  months  ended
         September 30, 1997 and September 30, 1996                          II-5

         Notes to Consolidated Financial Statements                         II-6

Item 2   Management's  Discussion and Analysis of Financial  Condition
         and Results of Operations                                          II-7


II.      OTHER INFORMATION

Item 1   Legal Proceedings                                                 II-11

Item 3   Defaults upon Senior Securities                                   II-11

Item 6   Exhibits and Reports on Form 8-K                                  II-12
<PAGE>
                                      II-3
                 ARIZONA INSTRUMENT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                         September 30,       December 31,
                                                              1997               1996
                                                         -------------       ------------
<S>                                                       <C>                <C>         
                      ASSETS
CURRENT ASSETS
Cash and cash equivalents                                 $    275,345       $    597,931
Receivables, net                                             2,541,760          2,917,476
Inventories                                                  2,858,223          2,049,982
Current portion of notes receivable related party               14,765             45,501
Prepaid expenses and other current assets                      158,655            550,840
                                                          ------------       ------------

TOTAL CURRENT ASSETS                                         5,848,748          6,161,730

PROPERTY, PLANT AND EQUIPMENT, NET                           1,006,877            846,458
GOODWILL, NET                                                1,726,953          2,209,650
COVENANT NOT TO COMPETE, NET                                         0            102,084
DEFERRED INCOME TAXES                                        1,404,599            641,437
OTHER ASSETS                                                   781,247          1,062,805
                                                          ------------       ------------

                   TOTAL ASSETS                           $ 10,768,424       $ 11,024,164
                                                          ============       ============


       LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Lines of credit                                           $  1,070,000       $          0
Accounts payable                                               793,323            771,679
Current portion of long-term debt and capital leases           312,424            794,268
Other accrued expenses                                       1,076,019            648,501
                                                          ------------       ------------

TOTAL CURRENT LIABILITIES                                    3,251,766          2,214,448

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                   163,407            378,010

SHAREHOLDERS' EQUITY
Common stock, .01 par value per share:
     Authorized, 10,000,000 shares;
     Issued, 6,614,687 and 6,352,563 shares                     67,684             66,777
Preferred stock, $.01 par value per share:
     Authorized, 1,000,000 shares
Additional paid-in capital                                   9,821,301          9,706,163
Deficit                                                     (2,313,283)        (1,118,783)
                                                          ------------       ------------

                                                             7,575,702          8,654,157
Less treasury stock, 86,165 shares at cost                    (222,451)          (222,451)
                                                          ------------       ------------

TOTAL SHAREHOLDERS' EQUITY                                   7,353,251          8,431,706
                                                          ------------       ------------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $ 10,768,424       $ 11,024,164
                                                          ============       ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                                      II-4
                 ARIZONA INSTRUMENT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                Three Months Ended,             Nine Months Ended,
                                           ----------------------------    ----------------------------
                                             09/30/97        09/30/96        09/30/97        09/30/96
                                           ----------------------------    ----------------------------
<S>                                        <C>             <C>             <C>             <C>         
NET SALES                                  $  3,078,738    $  2,532,028    $ 10,364,559    $  7,928,112

COST OF GOODS SOLD                            1,858,148       1,000,221       5,257,138       3,344,702
                                           ----------------------------    ----------------------------

GROSS PROFIT                                  1,220,590       1,531,806       5,107,421       4,583,410
                                           ----------------------------    ----------------------------

OPERATING EXPENSES
Marketing                                       995,716         603,004       2,806,071       1,993,025
General and administrative                    1,037,252         398,084       1,972,651       1,213,748
Research and development                        368,813         176,676         741,497         528,292
Amortization and depreciation                   149,586         151,532         454,718         454,595
                                           ----------------------------    ----------------------------
TOTAL OPERATING EXPENSES                      2,551,367       1,329,296       5,974,937       4,189,660
                                           ----------------------------    ----------------------------

OPERATING INCOME (LOSS)
  FROM CONTINUING OPERATIONS                 (1,330,777)        202,511        (867,516)        393,750
                                           ----------------------------    ----------------------------

OTHER REVENUE (EXPENSE)
Interest income                                       0               0               0               0
Interest expense                                (46,946)        (51,140)        (98,184)       (169,766)
Other income                                      3,770          30,553           8,448       1,061,842
                                           ----------------------------    ----------------------------
TOTAL OTHER REVENUE (EXPENSE)                   (43,176)        (20,587)        (89,736)        892,076
                                           ----------------------------    ----------------------------

INCOME BEFORE INCOME TAXES
  FROM CONTINUING OPERATIONS                 (1,373,953)        181,923        (957,252)      1,285,826

INCOME TAXES                                   (517,980)         11,000        (427,980)       (405,000)
                                           ----------------------------    ----------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS       (855,973)        170,923        (529,272)      1,690,826
                                           ----------------------------    ----------------------------

LOSS FROM DISCONTINUED OPERATIONS              (499,840)       (122,098)       (665,227)       (105,861)
                                           ----------------------------    ----------------------------

NET INCOME (LOSS)                           ($1,355,812)   $     48,825     ($1,194,499)   $  1,584,966
                                           ============================    ============================

INCOME (LOSS) PER SHARE
     FROM CONTINUING OPERATIONS                  ($0.13)          $0.02          ($0.08)          $0.24
                                           ============================    ============================

INCOME (LOSS) PER SHARE
     FROM DISCONTINUED OPERATIONS                ($0.08)         ($0.02)         ($0.10)         ($0.02)
                                           ============================    ============================

NET INCOME (LOSS) PER SHARE                      ($0.20)          $0.01          ($0.18)          $0.23
                                           ============================    ============================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES      6,626,542                       6,634,679
                                           ============                    ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     AND COMMON STOCK EQUIVALENTS                             7,008,020                       6,967,740
                                                           ============                    ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                                      II-5
                ARIZONA INSTRUMENT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                            Nine Months Ended,
                                                        --------------------------
                                                          9/30/97        9/30/96
                                                        --------------------------
<S>                                                     <C>            <C>        
OPERATING ACTIVITIES
NET INCOME                                              ($1,494,499)   $ 1,584,966

ADJUSTMENTS TO RECONCILE NET INCOME TO NET
     CASH PROVIDED BY OPERATING ACTIVITIES
Depreciation and amortization                               979,666        598,945
Decrease in accounts receivable                             375,716        644,928
Increase in inventory                                      (808,241)      (169,047)
Decrease in prepaid expenses and other current assets       422,920         11,630
Decrease (Increase) in settlement receivable, net                 0       (456,386)
Decrease  (increase)  in other assets                       207,039        (49,100)
Decrease(Increase) in deferred income tax                  (463,162)      (485,000)
Increase  (Decrease) in accounts payable and other
     accrued expenses                                       449,161       (425,002)
                                                        --------------------------

NET CASH USED IN OPERATING ACTIVITIES                      (331,401)     1,255,934
                                                        --------------------------

INVESTING ACTIVITIES
Proceeds from the sale of assets                                  0         34,100
Gain on the sale of assets                                        0        (33,375)
Purchases of capital equipment                             (480,785)      (135,955)
                                                        --------------------------

NET CASH  USED IN INVESTING ACTIVITIES                     (480,785)      (135,230)
                                                        --------------------------

FINANCING ACTIVITIES
Net  borrowing (payments) under lines of credit           1,070,000       (250,000)
Issuance of common stock pursuant to earnout                      0        202,585
Issuance of common stock pursuant to stock
     purchase plan                                           72,806         28,273
Stock issued pursuant to option exercises                    43,240         34,754
Payments of long-term debt and capital leases              (696,446)      (970,431)
                                                        --------------------------

NET CASH  USED IN FINANCING ACTIVITIES                      489,600       (954,819)
                                                        --------------------------

NET DECREASE IN CASH & CASH EQUIVALENTS                    (322,586)       165,885

CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD              597,931        486,382
                                                        --------------------------

CASH & CASH EQUIVALENTS AT END OF PERIOD                $   275,345    $   652,267
                                                        ==========================
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                                      II-6
                 ARIZONA INSTRUMENT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  CONSOLIDATED FINANCIAL STATEMENTS

The  consolidated  balance  sheet as of  September  30, 1997,  the  consolidated
statements  of  operations  for the  three-month  and  nine-month  periods ended
September 30, 1997 and 1996, and the  consolidated  statements of cash flows for
the  nine-month  periods  ended  September  30,  1997 have been  prepared by the
Company  without audit.  In the opinion of management,  all  adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position at September 30, 1997 and the results of operations and cash
flows for the  three-month  and nine-month  periods ended September 30, 1997 and
September 30, 1996 have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These consolidated  financial statements should
be read in conjunction with the financial  statements and notes thereto included
in the Company's  1996 Report on Form 10-KSB.  The results of operations for the
interim periods are not necessarily indicative of the results to be obtained for
the entire year.

The  Financial  Accounting  Standards  Board  recently  issued  SFAS No.  130 on
"Reporting Comprehensive Income" and SFAS No. 131 on "Disclosures about Segments
of an Enterprise and Related Information." The "Reporting  Comprehensive Income"
standard is effective for fiscal years  beginning  after December 15, 1997. This
standard changes the reporting of certain items currently reported in the common
stock equity section of the balance sheet. The "Disclosure  about Segments of an
Enterprise and Related Information"  standard is also effective for fiscal years
beginning after December 15, 1997. This standard  requires that public companies
report  certain   information  about  operating   segments  in  their  financial
statements. It also establishes related disclosures about products and services,
geographic areas, and major customers.  The Company is currently evaluating what
impact these standards will have on its financial statements.

2.  INVENTORIES

Inventories consist of the following:


                                  September 30, 1997        December 31, 1996
                                  -------------------------------------------
         Finished Goods               $1,170,200               $  680,975

         Components                    1,688,023                1,369,007
                                  -------------------------------------------

                                      $2,858,223               $2,049,982
                                  ===========================================
<PAGE>
                                      II-7
The  following  discussion  should  be read  in  conjunction  with  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included  in the  Company's  annual  report  on Form  10KSB  for the year  ended
December 31, 1996.  Historical results are not necessarily  indicative of trends
in operating results for any future period.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

         Nine months ended September 30, 1997 and September 30, 1996

For the nine  months  ended  September  30,  1997,  the  Company had a loss from
discontinued  operations,  net of income tax benefit,  of $665,227 which was due
primarily  to expenses  incurred in  discontinuing  the  Company's  tank testing
business,  and to a lesser  extent,  the loss  incurred  in  operating  the tank
testing business over the period. The loss from discontinued operations,  net of
income tax benefit, for the nine months ended September 30, 1997 was an increase
of $559,367 from the loss of $105,861,  which was incurred by the Company during
the same period of 1996.

Net sales for the nine months  ended  September  30, 1997 were  $10,364,559,  an
increase of $2,436,447 or 31% from the $7,928,112  generated for the same period
of 1996.  This increase was due to higher sales in the  Company's  Encompass and
Computrac  product  lines  which more than offset  lower sales in the  Company's
Jerome product line.

Cost of goods sold for the nine months ended  September 30, 1997 was $5,257,138,
an increase  of  $1,912,436  or 57% from the  $3,344,702  incurred  for the same
period of 1996.  The  increase  in cost of goods sold was due to the  additional
costs of goods  associated  with  increased  sales, a shift in product mix which
included a higher portion of lower margin products,  and to expenses  associated
with a product  phase out. As a result,  gross  profit for the nine months ended
September 30, 1997 was  $5,107,421 an increase of $524,011 or 11% as compared to
the  $4,583,410 of gross profit  achieved for the same period of 1996. The gross
profit  margin for the nine months ended  September 30, 1997 was 49% as compared
to the gross profit margin of 58% for the same period of 1996.

Operating expenses for the nine months ended September 30, 1997 were $5,974,937,
an increase of $1,785,277 or 43% as compared to operating expenses of $4,189,660
for the same  period  of 1996.  Marketing  expenses  for the nine  months  ended
September 30, 1997 were  $2,806,071,  an increase of $813,045 or 41% as compared
to  marketing  expenses of  $1,993,025  for the same  period in 1996.  Increased
marketing expenses were due to increased personnel expenses, expenses associated
with  introduction  of a new  product,  as well as a higher  level  of  activity
required to support the Company's domestic and international sales and marketing
functions.  General  and  administrative  expenses  for the  nine  months  ended
September 30, 1997 were
<PAGE>
                                      II-8
$1,972,651,  an increase of  $758,904 or 63% as compared to  $1,213,748  for the
same period of 1996.  The  increase  was due  primarily  to  increased  bad debt
expense,  increased personnel related expenses,  and the result of a state sales
tax audit. Research and development expenses for the nine months ended September
30, 1997 were $741,497,  an increase of $213,205 or 40% compared to the $528,292
of research and development  expenses incurred in the comparable period of 1996.
This  increase  was due  primarily  to  expenses  associated  with  new  product
development  project.  Amortization  and  depreciation for the nine months ended
September 30, 1997 totaled $454,718, which was essentially unchanged as compared
to $454,595 for the same period in 1996. As a result of the substantial increase
in operating expenses,  operating income from continuing operations for the nine
months  ended  September  30,  1997 fell to a loss of  $867,516,  a decrease  of
$1,261,266  from the operating  income of $393,750 earned by the Company for the
same period of 1996.

The Company  incurred  other expenses for the first nine months of 1997 totaling
$89,736,  a decrease of $981,813 from the $892,076 in other revenue generated by
the Company for the same period of 1996.  This decrease in other revenue was due
primarily  to the  absence of income from the  settlement  of  litigation  which
occurred in 1996, but did not recur in 1997.

As a result of these changes, income before taxes from continuing operations for
the nine months ended  September 30, 1997 was a loss of $957,252,  a decrease of
$2,243,079  from the $1,285,826 in income  recorded for the same period of 1996.
The provision for income taxes for the nine months ended  September 30, 1997 was
tax benefit of $427,980  which  resulted from applying the Company's tax rate to
its pretax loss.  The tax benefit  increased by $22,980 when compared to the tax
benefit of $405,000  booked by the Company for the nine months  ended  September
30, 1996, when the Company  recognized the benefits of its net operating  losses
from previous  years. As a result,  the net loss from continuing  operations for
the nine months ended September 30, 1997 was $529,272,  a decrease of $2,220,098
from the $1,690,826 in net income from continuing  operations  generated for the
same period of 1996.

As a result,  the net loss for the nine  months  ended  September  30,  1997 was
$1,194,499, a decrease of $2,779,465 from the net income of $1,584,966 generated
by the Company for the same period of 1996.

         Three months ended September 30, 1997 and September 30, 1996

For the three  months  ended  September  30,  1997,  the Company had a loss from
discontinued  operations,  net of income tax benefit,  of $499,840 which was due
primarily  to expenses  incurred in  discontinuing  the  Company's  tank testing
business,  and to a lesser  extent,  the loss  incurred  in  operating  the tank
testing business over the period. The loss from discontinued  operations for the
three months ended  September 30, 1997 was an increase of $377,742 from the loss
of $122,098, which was incurred by the Company during the same period of 1996.

Net sales for the three  months ended  September  30, 1997 were  $3,078,738,  an
increase of 
<PAGE>
                                      II-9
$546,710 or 22% from the $2,532,028  generated for the same period of 1996. This
increase  was due to higher  sales  relating to the  installation  of  Company's
Encompass  systems  which more than offset lower sales in the  Company's  Jerome
product line.

Cost of goods sold for the three months ended September 30, 1997 was $1,858,148,
an increase of $857,927 or 86% from the $1,000,221  incurred for the same period
of 1996.  The  increase  in cost of goods  sold was due  primarily  to  expenses
associated  with a product phase out and a shift in product mix which included a
higher portion of lower margin products.  As a result gross profit for the three
months ended  September 30, 1997 was $1,220,590 a decrease of $311,216 or 20% as
compared to the $1,531,806 of gross profit achieved for the same period of 1996.
The gross profit margin for the three months ended September 30, 1997 was 40% as
compared to the gross profit margin of 60% for the same period of 1996.

Operating   expenses  for  the  three  months  ended  September  30,  1997  were
$2,551,367,  an increase of $1,222,071 or 92% as compared to operating  expenses
of  $1,329,296  for the same period of 1996.  Marketing  expenses  for the three
months ended September 30, 1997 were $995,716, an increase of $392,712 or 65% as
compared  to  marketing  expenses  of  $603,004  for the  same  period  in 1996.
Increased marketing expenses were due to increased  personnel expenses,  as well
as a higher  level of activity  required to support the  Company's  domestic and
international sales and marketing functions. General and administrative expenses
for the three months ended  September 30, 1997 were  $1,037,252,  an increase of
$639,168  or 161% as  compared  to  $398,084  for the same  period of 1996.  The
increase was due primarily to increased bad debt  expense,  increased  personnel
related  expenses,  and the  result of a state  sales tax  audit.  Research  and
development  expenses  for the  three  months  ended  September  30,  1997  were
$368,813,  an increase of $192,137 or 109%  compared to the $176,676 of research
and  development  expenses  incurred  in the  comparable  period  of 1996.  This
increase was due primarily to expenses associated with a new product development
project.  Amortization and depreciation for the three months ended September 30,
1997  totaled  $149,586,  a  decrease  of  $1,946  or 1% from  the  $151,532  in
amortization and depreciation  expensed for the same period in 1996. As a result
of the  substantial  increases  in cost of goods  sold and  operating  expenses,
operating income from continuing operations for the three months ended September
30,  1997  fell to a loss of  $1,330,777,  a  decrease  of  $1,533,288  from the
operating income of $202,511 earned by the Company for the same period of 1996.

The Company  incurred  other  expenses for the three months ended  September 30,
1997  totaling  $43,176,  a increase of $22,589 or 88% from the $20,587 in other
expenses  incurred by the Company for the same period of 1996.  This increase in
other expense was due primarily to a decrease in  miscellaneous  other income in
1997 as compared to 1996.

As a result of these changes, income from continuing operations before taxes for
the three months ended  September 30, 1997 was a loss of $1,373,953,  a decrease
of $1,555,876  from the $181,923 in income recorded for the same period of 1996.
The provision for income taxes for the three months ended September 30, 1997 was
tax benefit of $517,980  which  resulted from applying the Company's tax rate to
its pretax  loss.  This  compares  to a tax  expense of $11,000  incurred by the
<PAGE>
                                     II-10
Company for the three months ended September 30, 1996. As a result, the net loss
from  continuing  operations  for the three months ended  September 30, 1997 was
$855,973,  a  decrease  of  $1,026,896  from the  $170,923  in net  income  from
continuing operations generated for the same period of 1996.

As a result,  the net loss for the three  months  ended  September  30, 1997 was
$1,355,812, a decrease of $1,404,638 from the net income of $48,825 generated by
the Company for the same period of 1996.

The Company has  historically  experienced and expects to continue to experience
quarterly  fluctuations,  potentially  in a material  amount,  in its  operating
results.  A variety of factors  influence the Company's  operating  results in a
particular period, including economic conditions in the industries served by the
Company,  regulatory  developments,  the timing of significant orders,  shipment
delays,  specific features  requested by the customers,  the introduction of new
products by the Company and its competitors,  market  acceptance of new products
and  enhancements  of  existing  products,  changes  in the  cost of  materials,
disruptions  in the  sources of  supply,  seasonal  variations  of  spending  by
customers,  the timing of the Company's  expenditures  in anticipation of future
orders and other factors, many of which are beyond the Company's control.

Liquidity and Capital Resources

Working capital at September 30, 1997 was  $2,596,982,  a decrease of $1,350,300
from the working capital of $3,947,282 as of December 31, 1996.  Working capital
decreased  due to  decreases  in cash,  receivables,  and prepaid  expenses  and
increases in lines of credit and other accrued  expenses  which more than offset
an increase  in  inventory  and a decrease  in the current  portion of long term
debt. The Company's current ratio as of September 30, 1997 decreased to 1.8 from
a current ratio of 2.8 as of December 31, 1996.

The  Company  currently  has two  lines  of  credit  available  through  a bank,
collateralized  by  accounts  receivable,  inventory,  and  property,  plant and
equipment.  The amount  available which under these  facilities was increased in
July 1997 by $1,000,000 to an aggregate  maximum  commitment of $3,500,000 which
is available through March 15, 1998. At September 30, 1997,  $1,070,000 had been
borrowed under these lines of credit.  At September 30, 1997, the Company was in
default under certain  financial  covenants of its borrowing  agreement with its
bank. The bank has granted the Company  forbearance  from  compliance with these
covenants  until  February 15, 1998.  There can be no assurance that the Company
will be able to comply  with its  financial  covenants  by this date or that any
future forbearance, if required, will be granted by the Company's bank.

The  Company  believes  that cash  generated  from  ongoing  operations  and the
borrowing  arrangements  described  above  will  satisfy  the  anticipated  cash
requirements of the Company's current operations over the next 12 months, though
there can be no assurance that this will be the case.  The Company's  ability to
continue funding its planned  operations  beyond the next 12 
<PAGE>
                                     II-11
months is dependent  upon its ability to generate  sufficient  cash flow to meet
its obligations on a timely basis, or to obtain  additional  funds though equity
or debt financing, or from other sources of financing, as may be required.

This Quarterly Report contains  certain  forward-looking  statements  within the
meaning of the Private Securities Litigation Reform Act of 1995, and the Company
intends that such forward-looking  statements relate to anticipated fluctuations
in  quarterly  results  of  operations,  sufficiency  of funds and  adequacy  of
borrowing arrangements.

The forward-looking statements included herein are based on current expectations
that  involve  a  number  of  risks  and  uncertainties.  These  forward-looking
statements  are  based  on  assumptions  regarding  economic  conditions  in the
industries  served  by the  Company,  regulatory  developments,  the  timing  of
significant  orders,   shipment  delays,  specific  features  requested  by  the
customers,  the introduction of new products by the Company and its competitors,
market acceptance of new products and enhancements of existing products, changes
in  the  cost  of  materials,  disruptions  in the  sources  of  supply,  season
variations of spending by customers and the timing of the Company's expenditures
in anticipation of future orders.  Assumptions relating to the foregoing involve
judgements with respect to, among other things, future economic, competitive and
market conditions,  and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the
forward-looking statements, many of which are beyond the control of the Company,
are reasonable,  any of the assumptions  could prove inaccurate and,  therefore,
there can be no  assurance  that the  results  contemplated  in  forward-looking
information will be realized.  Important  factors which may cause actual results
to differ materially from those contemplated or implied by such  forward-looking
statements  are  discussed in more detail in the  Company's  Form 10-KSB for the
year ended  December 31, 1996, and Forms 10-QSB for the quarters ended March 31,
1997 and June 30, 1997, as well as those factors discussed  elsewhere herein. In
light  of  the  significant   uncertainties   inherent  in  the  forward-looking
information  included herein,  the inclusion of such  information  should not be
regarded  as a  representation  by the  Company  or any  other  person  that the
objectives or plans of the Company will be achieved.

PART II. OTHER INFORMATION

Item 1   Legal Proceedings

         Information is incorporated  by reference from the Company's  Report on
         Form 10-KSB for the year ended December 31, 1996.

Item 3   Defaults upon Senior Securities

         At  September  30,  1997,  the  Company  was in default  under  certain
         financial covenants of
<PAGE>
                                     II-12
         its borrowing agreement with its bank. The bank has granted the Company
         forbearance  from  compliance  with these  covenants until February 15,
         1998. There can be no assurance that the Company will be able to comply
         with  its  financial   covenants  by  this  date  or  that  any  future
         forbearance, if required, will be granted by the Company's bank.

Item 6   Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  See exhibit index  following  the  signature,  page,  which is
                  incorporated herein by this reference.

         (b)      There  were no  reports  on Form  8-K  for the  quarter  ended
                  September 30, 1997
<PAGE>
                                   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 thereunto duly authorized.


ARIZONA INSTRUMENT CORPORATION



November 9, 1997  /s/ John P. Hudnall
- ----------------  -------------------
Date              John P. Hudnall, President, CEO
                  (Authorized officer)


November 9, 1997  /s/ George G. Hays
- ----------------  ------------------
Date              George G. Hays, Vice President, CFO
                  (Principal financial officer)
<PAGE>


                                  EXHIBIT INDEX

                                       TO

                         ARIZONA INSTRUMENT CORPORATION

                                   FORM 10-QSB

                              QUARTERLY REPORT FOR
                           THE QUARTERLY PERIOD ENDED
                               SEPTEMBER 30, 1997


Exhibit                        Description
- -------                        -----------

27.                            Financial Data Schedule




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THE  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION   EXTRACTED  FROM  THE
CONSOLIDATED  FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK>                         724904
<NAME>                        ARIZONA INSTRUMENT CORPORATION
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                                                   DEC-31-1997
<PERIOD-START>                                                      JAN-01-1997
<PERIOD-END>                                                        SEP-30-1997
<EXCHANGE-RATE>                                                               1
<CASH>                                                                  275,345
<SECURITIES>                                                                  0
<RECEIVABLES>                                                         3,109,785
<ALLOWANCES>                                                            568,024
<INVENTORY>                                                           2,858,223
<CURRENT-ASSETS>                                                      5,848,749
<PP&E>                                                                3,355,977
<DEPRECIATION>                                                        2,520,247
<TOTAL-ASSETS>                                                       10,768,424
<CURRENT-LIABILITIES>                                                 3,251,766
<BONDS>                                                                 163,407
                                                    67,684
                                                                   0
<COMMON>                                                                      0
<OTHER-SE>                                                            7,285,567
<TOTAL-LIABILITY-AND-EQUITY>                                         10,768,424
<SALES>                                                              11,219,191
<TOTAL-REVENUES>                                                     11,231,059
<CGS>                                                                 5,955,372
<TOTAL-COSTS>                                                         7,093,204
<OTHER-EXPENSES>                                                              0
<LOSS-PROVISION>                                                              0
<INTEREST-EXPENSE>                                                      104,962
<INCOME-PRETAX>                                                      (1,922,479)
<INCOME-TAX>                                                           (427,980)
<INCOME-CONTINUING>                                                    (529,272)
<DISCONTINUED>                                                         (665,227)
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                         (1,194,499)
<EPS-PRIMARY>                                                              (.18)
<EPS-DILUTED>                                                              (.18)
                                                                    


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission