ARIZONA INSTRUMENT CORP
10QSB, 1998-11-13
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  Form 10-QSB

                       QUARTERLY REPORT UNDER SECTION 18
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 1998                  Commission File Number
                                                          0-12575

                         Arizona Instrument Corporation
             (Exact name of registrant as specified in its charter)

         Delaware                                     86-0410138
(State of Incorporation)                 (I.R.S. Employer identification number)

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

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

Indicate  by check mark  whether  the  registrant  (1) has  filled  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  and 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 [ ]

Transitional Small Business Disclosure Format (check one):

                                 Yes [ ]  No [X]

As of November 6, 1998,  6,862,523 shares of Common Stock ($0.01 par value) were
outstanding.
<PAGE>
                         ARIZONA INSTRUMENT CORPORATION

                                TABLE OF CONTENTS


PART 1.   FINANCIAL INFORMATION

Item 1    Financial Statements

          Consolidated Balance Sheets
          September 30, 1998 and December 31, 1997

          Consolidated Statements of Operations
          Three and nine months ended September 30, 1998 and September 30, 1997

          Consolidated Statements of Cash Flows
          Nine months ended September 30, 1998 and September 30, 1997

          Notes to Consolidated Financial Statements

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

II.       OTHER INFORMATION

Item 1    Legal Proceedings

Item 5    Other Information

Item 6    Exhibits and Reports on Form 8-K
<PAGE>
                 ARIZONA INSTRUMENT CORPORATION AND SUBSIDIARIES
                 -----------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>
                                                                 -------------------------------------------
                                                                 September 30, 1998        December 31, 1997
                                                                 -------------------------------------------
<S>                                                              <C>                       <C>              
                     ASSETS
          ----------------------------
CURRENT ASSETS:
  Cash and cash equivalents                                      $        1,482,034        $         143,173
  Receivables, net                                                        3,060,952                3,990,192
  Inventories                                                             1,851,190                2,556,993
  Prepaid expenses and other current assets                                  78,722                   49,942
                                                                 -------------------------------------------
    Total current assets                                                  6,472,898                6,740,300
                                                                                                 
PROPERTY, PLANT AND EQUIPMENT, net                                          888,817                  975,180
GOODWILL, net of accumulated amortization                                 1,540,186                1,680,261
DEFERRED INCOME TAXES                                                     1,162,970                1,431,237
OTHER ASSETS                                                                641,218                  764,738
                                                                 -------------------------------------------
TOTAL ASSETS                                                     $       10,706,090        $      11,591,716
                                                                 ===========================================
                                                                                                 
                                                                                                 
           LIABILITIES AND SHAREHOLDERS' EQUITY                                                  
- ----------------------------------------------------------
CURRENT LIABILITIES                                                                              
  Lines of credit                                                $          800,000        $       1,066,000
  Accounts payable                                                          393,891                1,342,539
  Current portion of long-term debt and                                                          
    capital lease obligations                                                18,641                  284,801
  Other accrued expenses                                                  1,662,148                1,489,976
                                                                 -------------------------------------------
                                                                                                 
    Total current liabilities                                             2,874,680                4,183,316
                                                                 -------------------------------------------
                                                                                                 
LONG-TERM DEBT AND CAPITAL LEASE                                                                 
  OBLIGATIONS - less current portions                                         9,297                   93,444
                                                                                                 
SHAREHOLDERS' EQUITY Common stock, .01 par value per share:                                      
    Authorized, 10,000,000 shares;                                                               
    Issued, 6,819,582 and 6,774,696 shares                                   68,196                   67,747
  Preferred stock, $.01 par value per share:                                                     
    Authorized, 1,000,000 shares                                                                 
  Additional paid-in capital                                              9,856,334                9,826,964
  Deficit                                                                (1,867,635)              (2,357,304)
                                                                 -------------------------------------------
                                                                          8,056,894                7,537,407
  Less treasury stock, 98,496 shares at cost                               (234,782)                (222,451)
                                                                 -------------------------------------------
    Total shareholders' equity                                            7,822,112                7,314,956
                                                                 -------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $       10,706,090        $      11,591,716
                                                                 ===========================================
</TABLE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                   Three Months Ended                 Nine Months Ended
                                             ------------------------------    ------------------------------
                                             Sept 30, 1998    Sept 30, 1997    Sept 30, 1998    Sept 30, 1997
                                             -------------    -------------    -------------    -------------
<S>                                          <C>              <C>              <C>              <C>          
NET SALES                                    $   3,120,784    $   3,078,738    $  10,534,479    $  10,364,559
                                                                                                  
COST OF GOODS SOLD                               1,213,579        1,858,148        4,541,041        5,257,138
                                             -------------    -------------    -------------    -------------
                                                                                                  
              Gross margin                       1,907,205        1,220,590        5,993,438        5,107,421
                                             -------------    -------------    -------------    -------------
EXPENSES                                                                                          
     Marketing                                     731,187          995,716        2,369,221        2,806,071
     General & administrative                      489,164        1,037,252        1,558,956        1,972,651
     Research & development                        333,290          368,813          982,136          741,497
     Amortization & depreciation                   104,239          149,586          308,937          454,718
                                             -------------    -------------    -------------    -------------
                                                                                                  
              Total Expenses                     1,657,881        2,551,367        5,219,250        5,974,937
                                             -------------    -------------    -------------    -------------
                                                                                                  
OPERATING INCOME                                   249,324       (1,330,777)         774,188         (867,516)
                                             -------------    -------------    -------------    -------------
OTHER REVENUE (EXPENSE)                                                                           
     Interest income                                  --               --               --               --
     Interest expense                              (16,619)         (46,946)         (86,707)         (98,184)
     Other                                           7,924            3,770           65,934            8,448
                                             -------------    -------------    -------------    -------------
                                                                                                  
              Total other income (expense)          (8,695)         (43,176)         (20,773)         (89,736)
                                             -------------    -------------    -------------    -------------
INCOME  BEFORE INCOME TAXES  FROM                                                                 
CONTINUING OPERATIONS                              240,629       (1,373,953)         753,415         (957,252)
                                                                                                  
INCOME TAXES                                        74,946         (517,980)         268,267         (427,980)
                                             -------------    -------------    -------------    -------------
                                                                                                  
INCOME  FROM CONTINUING OPERATIONS                 165,683         (855,973)         485,148         (529,272)
                                                                                                  
LOSS FROM DISCONTINUED OPERATIONS, NET                --           (499,840)            --           (665,227)
                                             -------------    -------------    -------------    -------------
                                                                                                  
NET INCOME                                   $     165,683    $  (1,355,813)   $     485,148    $  (1,194,499)
                                             =============    =============    =============    =============
                                                                                                  
NET INCOME  PER SHARE -BASIC:                                                                     
       FROM CONTINUING OPERATIONS            $        0.02    $       (0.13)   $        0.07    $       (0.08)
                                             =============    =============    =============    =============
                                                                                                  
NET INCOME PER SHARE - BASIC:                                                                     
       FROM DISCONTINUED OPERATIONS                   --              (0.08)            --              (0.10)
                                             =============    =============    =============    =============
                                                                                                  
NET INCOME PER SHARE - BASIC                 $        0.02    $       (0.20)   $        0.07    $       (0.18)
                                             =============    =============    =============    =============
                                                                                                  
NET INCOME  PER SHARE - DILUTED:                                                                  
       FROM CONTINUING OPERATIONS            $        0.02    $       (0.13)   $        0.07    $       (0.08)
                                             =============    =============    =============    =============
                                                                                                  
NET INCOME  PER SHARE - DILUTED:                                                                  
       FROM DISCONTINUED OPERATIONS                   --              (0.08)            --              (0.10)
                                             =============    =============    =============    =============
                                                                                                  
NET INCOME PER SHARE - DILUTED               $        0.02    $       (0.20)   $        0.07    $       (0.18)
                                             =============    =============    =============    =============
                                                                                                  
                                                                                                  
                                                                                                  
BASIC SHARES OUTSTANDING                         6,836,195        6,626,542        6,737,287        6,634,679
                                                                                                  
EQUIVALENT SHARES - STOCK OPTIONS                     --               --               --               --
                                             -------------    -------------    -------------    -------------
                                                                                                  
DILUTED SHARES OUTSTANDING                       6,836,195        6,626,542        6,737,287        6,634,679
                                             =============    =============    =============    =============
</TABLE>

         See  Notes  to  Consolidated  Financial  Statements
<PAGE>
                 ARIZONA INSTRUMENT CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                Nine Months Ended

                                                    ----------------------------------------
                                                    September 30, 1998    September 30, 1997
                                                    ----------------------------------------
<S>                                                 <C>                   <C>                
OPERATING ACTIVITIES:
  Net income                                        $          485,149    $       (1,494,499)

  Adjustments to reconcile net income to net cash
    provided  (used) by operating activities:
    Depreciation and amortization                              515,632               979,666
    Decrease in receivables                                    929,240               375,716
    Decrease (increase) in inventories                         705,803              (808,241)
    (Increase) decrease in prepaid expenses and
       other current assets                                    (24,261)              422,920
    Decrease in other assets                                    48,999               207,039
    Decrease (increase) in deferred income tax                 268,267              (463,162)
    (Decrease) increase in accounts payable
       and other accrued expenses                             (776,475)              449,161
                                                    ------------------    ------------------
NET CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES                                       2,152,354              (331,400)
                                                    ------------------    ------------------
INVESTING ACTIVITIES:
   Proceeds from the sale of assets                                  0                     0
   Gain on the sale of assets                                        0                     0
   Purchases of capital equipment                             (214,672)             (480,785)
                                                    ------------------    ------------------

NET CASH USED BY INVESTING ACTIVITIES                         (214,672)             (480,785)

FINANCING ACTIVITIES:
   Net (payment) borrowing under lines of credit              (266,000)            1,070,000
   Issuance of common stock pursuant to
      stock purchase plan                                       29,819                72,806
  Stock issued pursuant to option exercises                          0                43,240
  Purchase of treasury stock                                   (12,331)                    0
  Payments of long-term debt and capital leases               (350,309)             (696,446)
                                                    ------------------    ------------------
NET CASH (USED) PROVIDED BY
  FINANCING ACTIVITIES                                        (598,821)              489,600
                                                    ------------------    ------------------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                       1,338,861              (322,585)

CASH AND CASH EQUIVALENTS,
  beginning of period                                          143,173               597,931
                                                    ------------------    ------------------
CASH AND CASH EQUIVALENTS
  end of period                                     $        1,482,034    $          275,346
                                                    ==================    ==================
</TABLE>

Supplemental cash flow information:

         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                 ARIZONA INSTRUMENT CORPORATION AND SUBSIDIAIRES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       CONSOLIDATED FINANCIAL STATEMENTS

The  consolidated  balance  sheet as of  September  30, 1998,  the  consolidated
statements  of  operations  and cash flows for the  three-month  and  nine-month
periods  ended  September  30,  1998 and 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,  1998 and the  results of  operations  and cash flows for the
three-month  and nine-month  periods ended  September 30, 1998 and September 30,
1997 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  1997 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"  standards is also effective for the 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.

2.       INVENTORIES

Inventories consist of the following

                                      September 30,      December 31,     
                                      1998               1997
                                      -------------      ------------
                                                            
          Finished Goods              $     214,122      $    582,440
                                                            
          Components                      1,637,068         1,974,553
                                      -------------      ------------
                                                            
                                      $   1,851,190      $  2,556,993
                                      =============      ============
<PAGE>
3.       NEW ACCOUNTING PRONOUNCEMENTS

The  Company  adopted  Statement  of  Financial  Accounting  Standard  No.  130,
"Reporting   Comprehensive  Income",  in  the  quarter  ended  March  31,  1998.
Comprehensive income is the same as net income for the quarter.

The following discussion should be read in conjunction with, and is qualified in
its entirety  by, the  Company's  Consolidated  Financial  Statements  and Notes
thereto  appearing  elsewhere  herein.  Historical  results are not  necessarily
indicative of trends in operating results for any future period.

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

          Nine months ended September 30, 1998 and September 30, 1997.

Net sales for the nine months ended September 1998 were $10,534,479, an increase
of $169,920 or 1.64% from the $10,364,559 generated for the same period of 1997.
This increase was due to increased sales of the Company's instruments which more
than offset the decline in installation revenue.

Cost of goods sold for the nine months ended  September 30, 1998 was $4,541,041,
a decrease  of  $716,097 or 13.62%  from the  $5,257,138  incurred  for the same
period  of  1997.  The  decrease  in cost of goods  sold was due to a change  in
product mix to more  profitable  products and a decrease in expenses  related to
warranty and inventory obsolescence.

Operating expenses for the nine months ended September 30, 1998 were $5,219,250,
a decrease of $755,687 or 12.65% as compared to operating expenses of $5,974,937
for the same  period  of 1997.  Marketing  expenses  for the nine  months  ended
September 30, 1998 were $2,369,221, a decrease of $436,850 or 15.57% as compared
to the $2,806,071 for the same period in 1997. Decreased marketing expenses were
due to decreased  personnel  expenses  associated with the Company's  turnaround
program and decreased promotional expenses.  General and administrative expenses
for the nine months  ended  September  30, 1998 were  $1,558,956,  a decrease of
$413,695 or 20.97% as compared to  $1,972,651  for the same period of 1997,  due
primarily  to a reduction of bad debt  expense and reduced  personnel  expenses.
Research and  development  expenses for the nine months ended September 30, 1998
were  $982,136,  an increase of $240,639 or 32.45%  compared to the  $741,497 of
research and  development  expenses  incurred in the comparable  period of 1997.
This  increase was due  primarily to an increase in personnel  related costs and
expanded  responsibilities  of the research  and  development  department.  As a
result,  operating  income for the nine months ended  September 30, 1998 grew to
$774,188,  an increase of $1,641,704  from the operating loss of $867,516 earned
by the Company for the same period of 1997.
<PAGE>
Other  expenses  for the first nine months of 1998 were  $20,773,  a decrease of
$68,964 or 76.85%  from the $89,736 in expense  realized  for the same period of
1997.  This was due  primarily  to an increase in other income and a decrease in
interest expense.

As a result of these changes,  income before taxes for continuing operations for
the nine months ended September 30, 1998 was $753,415, an increase of $1,710,667
from the loss of $957,252  recorded for the same period of 1997.  Provision  for
income taxes  increased to $268,267 for the nine months ended September 30, 1998
as compared to a tax  deferment  of  $427,980  for the same period of 1997.  The
Company  expects  its  provision  for  income  taxes to  approximate  the amount
computed at the statutory rate for 1998. As a result, net income from continuing
operations  for the first  nine  months of 1998 was  $485,148,  an  increase  of
$1,014,420 or over the net loss from continuing  operations of $529,272 achieved
for the same period of 1997.

The Company  discontinued  its tank testing business in 1997. For the first nine
months of 1998,  the Company had no gain or loss from  discontinued  operations,
while the loss from  discontinued  operations  for the first nine months of 1997
was  $665,227.  As a result,  net income  for the first nine  months of 1998 was
$485,148,  an increase of $1,679,647  from net loss of $1,194,499  generated for
the first nine months of 1997.

          Three months ended September 30, 1998 and September 30, 1997

Net sales for the three  months ended  September  30, 1998 were  $3,120,784,  an
increase of $42,046 or 1.37% from the $3,078,738 generated for the third quarter
of 1997. This increase was due to increased  sales of the Company's  instruments
which more than offset the decrease of installation revenues

Cost of  goods  sold  for  the  three  months  ended  September  30,  1998  were
$1,213,579,  a decrease of $644,569 or 34.69% from the  $1,858,148  incurred for
the third  quarter  of 1997.  The  decrease  in cost of goods  sold was due to a
change in product mix as well as a decrease in expenses  related to warranty and
inventory obsolescence.

Operating expenses for the third quarter of 1998 were $1,657,882,  a decrease of
$893,485 or 35.02% as compared to operating expenses of $2,551,367 for the third
quarter of 1997. Marketing expenses for the third quarter of 1998 were $731,188,
a  decrease  of  $264,528  or 26.57%  over the same  period  in 1997.  Decreased
marketing  expenses were due to decreased  personnel expenses as well as expense
reductions  associated  with  the  Company's  turnaround  program.  General  and
administrative  expenses for the third quarter of 1998 were $489,164, a decrease
of $548,088 or 52.84% as compared to  $1,037,252  for the third quarter of 1997,
due primarily to decreased personnel related expenses.  Research and development
expenses for the third quarter of 1998 were  $333,290,  a decrease of $35,523 or
9.63% compared to the $368,813 of research and development  expenses incurred in
the third  quarter of 1997.  This  decrease  was due  primarily to a decrease in
outside research projects.  As a result,  operating income for the third quarter
of 1998 grew to $249,323,  an increase of $1,580,100  from the operating loss of
$1,330,777 generated by the Company for the third quarter of 1997.
<PAGE>
Other income (expenses) for the third quarter of 1998 were $8,695 in expense,  a
decrease of $34,481 or 79.86% from the $43,176 in expense realized for the third
quarter of 1997.  The  increase in income was due to an increase in other income
and reduction of interest expense.

As a result of these changes, income from continuing operations before taxes for
the third  quarter of 1998 was  $240,628,  an  increase of  $1,614,581  from the
$1,373,953  loss  recorded for the third  quarter of 1997.  Provision for income
taxes  increased  to $74,946 for the third  quarter of 1998 as compared to a tax
deferment of $517,980  for the third  quarter of 1997.  The Company  expects its
provision for income taxes to approximate  the amount  computed at the statutory
rate for 1998. As a result, net income from continuing  operations for the third
quarter  was  $165,682,  an  increase  of  $1,021,655  or over the net loss from
continuing operations of $855,973 generated for the third quarter or 1997.

The  Company  discontinued  its tank  testing  business  in 1997.  For the third
quarter of 1998, the Company had no gain or loss from  discontinued  operations,
while the loss from  discontinued  operations  for the third quarter of 1997 was
$499,840. As a result, net income for the third quarter of 1998 was $165,682, an
increase  of  $1,521,495  from net loss of  $1,355,813  generated  for the third
quarter of 1997.

The Company has  historically  experienced and expects to continue to experience
quarterly  fluctuations,  potentially  in  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.

Except for the historical  information  contained herein, the discussion in this
Report contains or may contain forward-looking statements that involve risks and
uncertainties.  The Company's actual results could differ  materially from those
discussed  here.  Factors  that could cause or  contribute  to such  differences
include, but are not limited to, those discussed in this Management's Discussion
and  Analysis,  and the  Company's  Report  on Form  10-KSB  for the year  ended
December 31, 1997, as well as those factors discussed elsewhere herein.

Liquidity and Capital Resources

Working capital at September 30, 1998 was $3,598,218,  an increase of $1,041,234
from the working capital of $2,556,984 as of December 31,  1997.Working  capital
increased  due to an increase in cash and a decrease in accounts  payable  which
more than offset a reduction  in  receivables  and  inventories.  The  Company's
current ratio as of September 30, 1998  increased to 2.3 from a current ratio of
1.6 as of December 31, 1997.
<PAGE>
The  Company   currently  has  a  line  of  credit  available  through  a  bank,
collateralized by the Company's assets.  The amount available under this line is
a maximum  commitment of $2,000,000 which is available through June 30, 1999. At
September 30, 1998, $800,000 had been borrowed under this line of credit.

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 months is dependent
upon its ability to generate  sufficient  cash flow to meet its obligations on a
timely basis, or to obtain additional funds through equity or debt financing, or
from other sources of financing, as may be required.

The   inability   of   computers,   software  and  other   equipment   utilizing
microprocessors  to  recognize  and properly  process  data fields  containing a
2-digit year is commonly referred to as the Year 2000 problem.  As the year 2000
approaches,  such systems may be unable to accurately process certain date-based
information.

The Company has identified some applications  that will require  modification to
address the Year 2000 problem.  Internal and external  resources will be used to
make the required modifications and test these modifications.  The Company plans
on completing the modifications and testing of these modifications by mid-1999.

The total cost to the Company of these Year 2000  problem-related  activities is
not  anticipated  to be material.  These costs and the date on which the Company
plans to complete the  modifications  and testing to solve the Year 2000 problem
are based upon management's  estimates.  However, there can be no assurance that
these  estimates  will be  achieved  and that the costs of solving the Year 2000
problem could differ significantly from management's estimates.
<PAGE>
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, 1997

Item 5.  Other information

On  September 8, 1998 the Company  received a letter from Nasdaq  Stock  Market,
Inc.  informing  the  Company  that its  shares  of common  stock had  failed to
maintain a closing bid price of greater than or equal to $1.00,  as required for
continued  listing on the Nasdaq SmallCap Market.  The letter stated that if the
closing bid for the Company's common stock did not reach $1.00 or greater for 10
consecutive days by December 8, 1998, the Company's  securities would be subject
to delisting from the Nasdaq SmallCap Market. To stay the delisting, the Company
may  request a  hearing  by the close of  business  on  December  8,  1998.  The
Company's management is considering various responses to this letter,  including
taking action to raise the closing bid price for the  Company's  common stock to
$1.00 or greater.  If the  Company's  securities  are  delisted  from the Nasdaq
SmallCap  Market,  the market value of the  securities  would likely decline and
holders of the  Company's  common  stock would find it  difficult  to trade,  or
obtain accurate quotations as to the market value of the Company's common stock.

Item 6.  Exhibits and Reports on Form 8-K

(a)

3.1      Composite Certificate of Incorporation of Registrant as amended through
         July 5, 1994. Incorporated by reference from the Form 8-A filed on June
         26, 1996.

3.2      Bylaws of Registrant. Incorporated by reference from the Form 8-A filed
         on June 26, 1996.

27       *Financial Data Schedule

         * Filed herewith

(b)      The following Form 8-K, as amended,  was filed by Registrant during the
         quarter ended September 30, 1998:

         Amendment  No. 1 to Form 8-K was filed on July 7, 1998.  The  amendment
         amended the Form 8-K filed June 29, 1998 reporting under Item 4 that on
         June  22,  1998  Registrant  dismissed  Deloitte  &  Touche  LLP as its
         principal independent accountant,  and that on June 23, 1998 Registrant
         engaged  Toback CPAs as its new  principal  accountant.  The  Amendment
         attached certain required correspondence from Deloitte & Touche.
<PAGE>
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.



August  13, 1998      /s/ George G. Hays
- ----------------      ------------------
Date                  George G. Hays, President, CEO
                      (Authorized officer)

August 13, 1998       /s/ Linda J. Shepherd
- ---------------       ---------------------
Date                  Controller
                      (Principal accounting officer)

<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-31-1998
<PERIOD-START>                                                       JAN-01-1998
<PERIOD-END>                                                         SEP-30-1998
<EXCHANGE-RATE>                                                                1
<CASH>                                                                 1,482,036
<SECURITIES>                                                                   0
<RECEIVABLES>                                                          3,457,254
<ALLOWANCES>                                                             396,302
<INVENTORY>                                                            1,851,190
<CURRENT-ASSETS>                                                       6,472,898
<PP&E>                                                                 3,642,526
<DEPRECIATION>                                                         2,753,710
<TOTAL-ASSETS>                                                        10,706,090
<CURRENT-LIABILITIES>                                                  2,874,680
<BONDS>                                                                   18,641
                                                     68,196
                                                                    0
<COMMON>                                                                       0
<OTHER-SE>                                                             7,753,918
<TOTAL-LIABILITY-AND-EQUITY>                                          10,706,090
<SALES>                                                               10,534,479
<TOTAL-REVENUES>                                                      10,600,413
<CGS>                                                                  4,541,041
<TOTAL-COSTS>                                                          5,219,250
<OTHER-EXPENSES>                                                               0
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                        86,707
<INCOME-PRETAX>                                                          753,415
<INCOME-TAX>                                                             268,267
<INCOME-CONTINUING>                                                      485,148
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                             485,148
<EPS-PRIMARY>                                                               0.07
<EPS-DILUTED>                                                               0.07
        

</TABLE>


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