SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2000 Commission File No. 0-24866
ISOLYSER COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Georgia 58-1746149
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4320 International Blvd NW
Norcross, Georgia 30093
(Address of principal executive offices)
(770) 806-9898
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at November 13, 2000
Common Stock, $.001 par value 41,595,214
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ISOLYSER COMPANY, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
ASSETS SEPTEMBER 30, 2000 DECEMBER 31, 1999
---------------------------------------------
Current assets
Cash and cash equivalents $ 15,437 $ 17,006
Accounts receivable, net 13,899 12,313
Disposition escrow account - 3,130
Inventories, net 21,207 24,036
Prepaid expenses and other assets 1,973 1,298
---------------------------------------------
Total current assets 52,516 57,783
---------------------------------------------
Property, plant and equipment 22,243 21,583
Less accumulated depreciation (14,568) (12,990)
---------------------------------------------
Property, plant, and equipment, net 7,675 8,593
---------------------------------------------
Investment in equity securities 4,223 3,605
Intangibles and other assets, net 23,790 25,358
---------------------------------------------
Total assets $ 88,204 $ 95,339
=============================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 2,846 $ 4,340
Bank overdraft 846 565
Current installments of long term debt 31 2,615
Current portion of deferred licensing revenue 2,012 3,000
Current portion of product financing arrangement 520 520
Accrued expenses 2,152 2,653
---------------------------------------------
Total current liabilities $ 8,407 $ 13,693
---------------------------------------------
Long term deferred licensing revenue 2,500 6,000
Other liabilities 589 924
---------------------------------------------
Total liabilities $ 11,496 $ 20,617
---------------------------------------------
Shareholders' equity
Common stock; 42 41
Additional paid in capital 208,580 206,600
Accumulated deficit (131,078) (131,283)
Unrealized gain on available for sale securities 369 -
Cumulative translation adjustment (221) (22)
Unearned shares restricted to employee
stock ownership plan (180) (180)
---------------------------------------------
77,512 75,156
Treasury shares, at cost (804) (434)
---------------------------------------------
Total shareholders' equity 76,708 74,722
---------------------------------------------
Total liabilities and shareholders' equity $ 88,204 95,339
=============================================
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ISOLYSER COMPANY, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED THREE MONTHS ENDED NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999 SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
-----------------------------------------------------------------------------------------
Net product sales $ 13,662 $ 16,303 $ 40,606 $ 83,323
Licensing revenue 506 750 2,006 750
----------------------- ----------------------- ---------------------- ------------------
Total revenues 14,168 17,053 42,612 84,073
Cost of products sold 7,982 9,713 23,655 52,936
-----------------------------------------------------------------------------------------
Gross profit 6,186 7,340 18,957 31,137
Operating expenses
Selling, general and administrat 5,106 5,046 15,423 22,810
Research and development 1,016 710 2,667 2,122
Amortization of intangible 279 311 838 1,208
Impairment loss - - - 1,590
-----------------------------------------------------------------------------------------
Total operating expenses 6,400 6,067 18,928 27,730
-----------------------------------------------------------------------------------------
Income (loss) from operations (214) 1,273 29 3,407
Interest income 387 171 748 253
Interest expense (52) (130) (400) (1,342)
Gain on sale of assets 20 124 - 20
-----------------------------------------------------------------------------------------
Income before income tax expense 141 1,438 377 2,442
Income tax expense 48 128 172 515
-----------------------------------------------------------------------------------------
Net income $ 93 $ 1,310 $ 205 $ 1,927
=========================================================================================
Other comprehensive income
(loss)
Foreign currency translation
gain (loss) (81) 80 (199) 95
Unrealized gain on available for
sale securities 25 - 369 -
-----------------------------------------------------------------------------------------
Comprehensive income $ 37 $ 1,390 $ 375 $ 2,022
=========================================================================================
Net income per common share
- basic and diluted $ 0.00 $ 0.03 $ 0.00 $ 0.05
=========================================================================================
Basic weighted average number of
common shares outstanding 41,442 40,499 41,230 40,190
=========================================================================================
Diluted weighted average number of
common shares outstanding 43,141 42,030 44,012 40,943
=========================================================================================
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ISOLYSER COMPANY, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------ ------------------
Cash flows from operating activities:
Net income $ 205 $ 1,927
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation 1,768 2,696
Amortization 1,172 1,197
Provision for doubtful accounts 90 134
Licensing revenue (2,006) (750)
Provision for obsolete and slow moving inventory 134 1,590
Stock option compensation expense 73 -
Changes in assets and liabilities, net of effects from disposed businesses (734) 2,622
-----------------------------------------
NET CASH SUPPLIED BY OPERATING ACTIVITIES 702 9,416
-----------------------------------------
Cash flows from investing activities:
Purchase of and deposits for property, plant and equipment (997) 1,562)
Investment in available for sale securities (249) -
Investment in other securities (44) -
Disposition proceeds 167 25,395
-----------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,123) 23,833
-----------------------------------------
Cash flows from financing activities:
Net repayments under credit agreements - (25,213)
Changes in bank overdraft 281 756
Net repayments under notes payable (2,768) -
Proceeds from exercise of stock options 1,507 590
Purchase of treasury stock (371) -
Proceeds from issuance of common stock 402 1,752
-----------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (949) (22,115)
-----------------------------------------
Effect of exchange rate changes on cash (199) 95
Net increase (decrease) in cash and cash equivalents (1,569) 11,229
Cash and cash equivalents at beginning of period 17,006 7,325
-----------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,437 $ 18,554
=========================================
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ISOLYSER COMPANY, INC.
Notes to Consolidated Financial Statements
(unaudited)
1) In the opinion of management, the information furnished reflects all
adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the financial position, results of operations and
cash flows for the interim periods presented. Results for the interim
periods are not necessarily indicative of results to be expected for the
full year. The consolidated financial statements herein should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
2) Inventories are stated at the lower of cost or market and are summarized as
follows:
(in thousands) September 30, 2000 December 31, 1999
Raw materials and supplies $ 10,738 $ 12,056
Work in process 950 1,389
Finished goods 10,623 12,199
------------------ -----------------
Total 22,311 25,644
Reserve for excess, slow moving
and obsolete inventory (1,104) (1,608)
------------------ -----------------
Total $ 21,207 $ 24,036
================== =================
At September 30, 2000 and December 31, 1999 the net OREX inventory was
approximately $6.8 million and $7.2 million, respectively.
3) The remaining net assets of the MedSurg subsidiary at December 31, 1999
were classified as held for sale in the accompanying condensed consolidated
financial statements. Title to these assets transferred to Allegiance
Healthcare Corporation ("Allegiance") on January 31, 2000. They were
comprised of the following:
(in thousands) December 31, 1999
--------------------------
Assets:
Inventory $ 4,846
--------------------------
Total Assets 4,846
Liabilities:
Accounts payable 3,211
Accrued liabilities 1,635
--------------------------
Total Liabilities 4,846
Net assets held for sale $ -
==========================
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On March 31, 1999, the Company disposed of its former corporate headquarters for
proceeds of approximately $1.9 million. Effective May 31, 1999, the Company
disposed of the stock of its White Knight subsidiary ("White Knight") for
proceeds of approximately $8.2 million. These proceeds were used to reduce
outstanding borrowings under the Company's Credit Agreement.
On July 12, 1999, the Company disposed of substantially all of the assets of its
MedSurg subsidiary and entered into an OREX License and Supply Agreement (the
"License Agreement") with Allegiance for net proceeds of $28.6 million,
consisting of $25.5 million in cash and a $3.1 million escrow receivable (the
"Disposition Escrow Account"). A portion of these proceeds was used to pay-off
the remaining balance of the Company's Credit Agreement. As part of the sale of
MedSurg assets, title to certain MedSurg assets and liabilities transferred to
Allegiance on January 31, 2000. On February 16, 2000, Allegiance deposited an
additional $1.2 million into the Disposition Escrow Account related to costs the
Company incurred in 2000 on Allegiance's behalf.
On July 21, 2000, the Company completed a settlement agreement with Allegiance
and disbursed the entire proceeds of the Disposition Escrow Account. The
settlement called for the disbursement to Allegiance of $2.5 million from the
escrow funds with the balance returned to the Company. Amounts paid to
Allegiance as a result of the settlement will be recorded as a reduction to
deferred royalties. On July 21, 2000, the Company received the proceeds from
this settlement of $1.8 million plus accumulated interest.
The following represents the results of operations of the above noted disposed
entities for the three months and nine months ended September 30, 1999:
Three months ended Nine months ended
(in thousands, except per share data) September 30, 1999 September 30, 1999
Net revenues $ 1,536 $ 38,673
Net profit (loss) (44) (518)
Net profit (loss) per share - basic $ - $ (0.01)
4) Basic per share earnings (loss) is computed using the weighted average
number of common shares outstanding for the period. Diluted per share
earnings (loss) is computed including the dilutive effect of all
contingently issuable shares. The difference between basic and diluted
weighted average shares is attributable to 1.7 million and 2.8 million
stock options for the three months and nine months ended September 30,
2000, respectively. There were 1.5 million and 753,000 dilutive stock
options outstanding for the three months and nine months ended September
30, 1999, respectively.
5) On February 11, 2000 the Company paid $249,000 for approximately 13.0%
interest in Consolidated Ecoprogress Technology, Inc. ("CES"). CES is a
Canadian environmental technology company focused on being a leader in
developing and selling biodegradable and disposable absorbent products such
as diapers, feminine hygiene, adult incontinence and other products. This
investment is classified in accordance with Statement of Financial
Accounting Standards ("SFAS") 115, Accounting for Certain Investments in
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Debt and Equity Securities as available for sale securities and is stated
at market value. Any change in market value between periods is included as
a component of shareholders' equity. The value of this investment as of
September 30, 2000 was $619,000.
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Net revenues for the three months ended September 30, 2000 (the "2000 Quarter")
were $14.2 million compared to $17.1 million for the three months ended
September 30, 1999 (the "1999 Quarter"), a decrease of 16.9%. Net revenues for
the nine month period ended September 30, 2000 (the "2000 Period") were $42.6
million compared to $84.1 million for the nine month period ended September 30,
1999 (the "1999 Period"), a decrease of 49.3%. Excluding sales of the healthcare
division of White Knight ("White Knight Healthcare") which was sold as of May
31, 1999, and MedSurg which was sold on July 12, 1999, net revenues for the 2000
Quarter and Period decreased 8.7% and 9.1%, respectively, as compared to the
1999 Quarter and Period. Sales of Microtek products declined to $11.2 million
during the 2000 Quarter as compared to $12.1 million during the 1999 Quarter, a
decrease of 7.1%, and declined to $33.2 million in the 2000 Period as compared
to $38.2 million in the 1999 Period, a decrease of 13.1%. This decline was
primarily a result of sales during the 1999 Period from a short-term
manufacturing contract arrangement with a customer during the 1999 Period with
no comparable sales in the 2000 Period, and a decrease in Microtek's OEM and
International businesses. Sales of safety products declined to $2.0 million from
$2.2 million or 7.8% during the 2000 Quarter as compared to the 1999 Quarter and
decreased to $5.9 million from $6.4 million or 6.8% during the 2000 Period as
compared to the 1999 Period. The quarter and period decline in safety product
sales primarily reflects reduced production caused by supplier performance
problems.
Included in the foregoing sales figures are $1.3 million in sales of OREX
Degradables and Enviroguard products during the 2000 Period as compared to $1.5
million during the corresponding period of 1999. During 1997, the Company
substantially reduced selling and marketing efforts related to OREX Degradables
and focused on preserving its existing base of hospitals purchasing OREX
Degradables and evaluating means to exploit the market position of OREX
Degradables within its various market potentials. During 1998, the Company
substantially revised its strategy to commercialize its OREX products. As a
result of these efforts, in April 1999 the Company introduced new degradable
products to the healthcare industry under the Enviroguard trademark, which uses
a hydroentanglement manufacturing process to produce a spunlaced fabric. The
Company's future performance will depend to a substantial degree upon market
acceptance of this product and the Company's ability to successfully
manufacture, market, deliver and expand its OREX Degradables and Enviroguard
lines of products at acceptable profit margins. In connection with the July 12,
1999 sale by the Company of the assets of MedSurg to Allegiance, the Company
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granted to Allegiance a worldwide exclusive license to Isolyser's OREX and
Enviroguard proprietary technologies to make, use and sell products made from
material which can be dissolved and disposed of through a sanitary sewer system
for healthcare applications. Net revenues for the 2000 Quarter and Period
include $500,000 and $2.0 million, respectively, of licensing revenues
attributable to the License Agreement. Licensing revenue under the License
Agreement is now $500,000 per quarter. The Company recorded $402,000 and $1.3
million in net sales of OREX products during the 2000 Quarter and 2000 Period,
respectively. For the 2000 Period, net sales of OREX Products were comprised of
$910,000 in sales to Allegiance, $76,000 in sales related to the Company's
emerging nuclear business, $96,000 in sales related to the Company's emerging
automotive business and $245,000 in other miscellaneous sales. There can be no
assurances that OREX Degradables or Enviroguard products will achieve or
maintain substantial acceptance in their target markets. See the risks described
under "Risk Factors" in the Company's Annual Report on Form 10-K for the period
ending December 31, 1999 (the "1999 Annual Report") including, without
limitation, "Risk Factors- History of Net Losses," "-Marketing Risks Affecting
OREX Products" and "-Manufacturing and Supply Risks" in the Company's 1999
Annual Report.
Gross profit for the 2000 Quarter was $6.2 million, or 43.7% of net revenue, as
compared to $7.3 million, or 43.0% of net revenue in the 1999 Quarter. Gross
profit for the 2000 Period was $19.0 million, or 44.5% of net revenue, as
compared to $31.1 million, or 37.0% of net revenue for the 1999 Period. Included
as a reduction in cost of sales during the 1999 Period was a favorable
adjustment of approximately $1.6 million of excess OREX inventory reserve
primarily due to anticipated usage under the License Agreement with Allegiance,
which increased gross profit. Exclusive of these adjustments, gross profit was
35.1% of net revenues for the 1999 Period. The improvement in gross profit is
attributable to increased licensing revenues from the Allegiance License
Agreement, reduced costs associated with the sale of the White Knight Healthcare
and MedSurg businesses and the cessation of sales of lower margin products due
to these divestiture transactions. Microtek's gross profit declined 13.4% in the
2000 Quarter as compared to the 1999 Quarter and declined 19.2% for the 2000
Period as compared to the 1999 Period. The decline in the quarterly comparison
was primarily due to lower sales performance in the OEM and International
businesses and the decline in the nine month period comparison was primarily due
to lower sales resulting from a short-term manufacturing agreement which ended
in the 1999 Period.
Selling, general and administrative expenses were $5.1 million, or 36.0% of net
revenue in the 2000 Quarter as compared to $5.0 million, or 29.6% of net revenue
in the 1999 Quarter. Selling, general and administrative expenses were $15.4
million, or 36.2% of net revenue in the 2000 Period as compared to $22.8
million, or 27.1% of net revenue in the 1999 Period. The reduction in selling,
general and administrative expenses was due primarily to the sale by the Company
of White Knight Healthcare and certain assets of the Company's MedSurg
subsidiary. The increase in selling, general and administrative costs as a
percentage of sales was due to sales mix. The Company's White Knight and MedSurg
subsidiaries traditionally had lower sales costs as a percentage of sales.
Although Microtek's selling cost to sales ratio is higher than White Knight and
MedSurg, Microtek's gross margins are significantly higher. During the 2000
Quarter and Period, Microtek increased its selling, general and administrative
cost as a percentage of sales by 2.7% and 3.1%, respectively, as compared to the
1999 Quarter and Period.
Research and development expenses were $1.0 million or 7.2% of net revenue in
the 2000 Quarter as compared to $710,000, or 4.2% of net revenue in the 1999
Quarter. Research and development expenses were $2.7 million, or 6.3% of net
8
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revenue in the 2000 Period, as compared to $2.1 million, or 2.5% of net revenue
in the 1999 Period. The increased expenditure commitment in research and
development expense reflects the Company's commitment to continuing the pursuit
of expanding its intellectual property and technology base.
On July 12, 1999, the Company completed the sale of substantially all of the
assets of its MedSurg subsidiary for approximately $20.8 million. Concurrently
with the sale of MedSurg, the Company and Allegiance entered into the License
Agreement described above. Effective May 31, 1999, the Company disposed of the
stock of its White Knight Healthcare subsidiary for approximately $8.2 million
in cash. In conjunction with this disposition, the Company recorded impairment
charges of approximately $1.6 million in the 1999 Period.
Amortization of intangibles was $279,000 and $838,000 in the 2000 Quarter and
Period, respectively, as compared to $311,000 and $1.2 million in the
corresponding periods of 1999. The decline in amortization expenses was
primarily due to the sale of White Knight Healthcare and disposition of certain
assets of the Company's MedSurg subsidiary.
The resulting income/(loss) from operations was $(214,000) and $29,000 for the
2000 Quarter and Period, respectively, as compared to income from operations of
$1.3 million and $3.4 million for the 1999 Quarter and Period, respectively.
Interest income, net of interest expense, was $335,000 in the 2000 Quarter as
compared to a net expense of $41,000 in the 1999 Quarter. For the 2000 Period,
interest income, net of interest expense, was $348,000. For the 1999 Period,
interest expense, net of interest income, was $1.1 million. The change in
interest, from expense to income, is attributed to reduced borrowings during the
2000 Quarter and Period as a result of the disposition of the aforementioned
assets during 1999 together with increased interest earned on the proceeds from
the sale and licensing transactions.
During the 1999 Quarter and Period, the Company recorded a gain on the sale of
certain assets of its MedSurg subsidiary in the amount of $124,000.
Provision for income taxes reflects expenses of $48,000 and $172,000 in the 2000
Quarter and Period, respectively, as compared to $128,000 and $515,000 in the
corresponding periods of 1999.
The resulting net income was $93,000 and $205,000 for the 2000 Quarter and
Period, respectively, as compared to net income of $1.3 million and $1.9 million
in the 1999 Quarter and Period, respectively.
Liquidity and Capital Resources
At September 30, 2000, the Company's cash and equivalents totaled $15.4 as
compared to $17.0 million at December 31, 1999.
During the 2000 Period, the Company's operating activities supplied cash of
$702,000 as compared to $9.4 million in the 1999 Period. The reduction of cash
supplied by operating activities in the 2000 Period is primarily attributable to
an increase in working capital investment and lower operating earnings. In the
2000 Period, the Company invested $1.0 million in capital equipment and $293,000
in technology businesses. The Company generated $23.8 million from investing
9
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activities during the 1999 Period consisting primarily of $25.4 million from the
disposition of certain MedSurg assets, White Knight Healthcare and the Company's
former headquarters. These amounts were offset by approximately $1.6 million in
capital expenditures during the 1999 Period. The Company used $949,000 in cash
for financing activities in the 2000 Period as compared to $22.1 million in the
1999 Period. In the 1999 Period, the Company utilized cash proceeds from
dispositions to reduce amounts outstanding under its Credit Agreement. The cash
used for financing activities in the 2000 Period was due to the repayment of
$2.8 million of long-term debt, offset by the proceeds from the issuance of
capital stock ($1.9 million) attributable to the exercise of stock options.
Purchases of treasury stock under the stock repurchase program approved by the
Company's Board of Directors in December, 1999 were $371,000 in the 2000 Period.
As more fully described in the Company's 1999 Annual Report, the Company
maintains a $10.0 million credit agreement (as amended to date, the "Credit
Agreement") consisting of a revolving credit facility which matures on June 30,
2001. There were no outstanding borrowings under the revolving credit facility
at September 30, 2000. The Credit Agreement provides for the issuance of up to
$1.0 million in letters of credit. There were no outstanding letters of credit
at September 30, 2000. At September 30, 2000, the Company was in compliance with
the covenants contained in its Credit Agreement.
On March 31, 1999, the Company disposed of its former corporate headquarters for
proceeds of $1.9 million in cash. Effective May 31, 1999, the Company disposed
of the stock of White Knight Healthcare for proceeds of $8.2 million in cash.
These proceeds were subsequently used to reduce outstanding borrowings under the
Company's Credit Agreement. On July 12, 1999, the Company disposed of its
MedSurg subsidiary and entered into an OREX License and Supply Agreement with
Allegiance for net cash proceeds of $28.6 million. A portion of these proceeds
were subsequently used to repay the remaining balance of the Company's Credit
Agreement. A $2.5 million portion of these proceeds was paid to Allegiance in
connection with the July 21, 2000 settlement of certain claims made by
Allegiance.
Based upon its current business plan, the Company currently expects that cash
equivalents and short term investments on hand, the Company's existing credit
facility and funds budgeted to be generated from operations will be adequate to
meet its liquidity and capital requirements through the next twelve months.
Although the Company has no plans to initiate additional debt financing or
issuance of additional capital stock, unforeseen future developments and
increased working capital requirements could require additional debt financing
or issuance of common stock.
Forward Looking Statements
Statements made in this Management's Discussion and Analysis of Financial
Condition and Results of Operations include forward-looking statements made
under the provisions of the Private Securities Litigation Reform Act. The
Company's actual results could differ materially from such forward-looking
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statements and such results will be affected by risks described in the Company's
1999 Annual Report including, without limitation, those described under "Risk
Factors - History of Net Losses," "-Marketing Risks Affecting OREX Products,"
"-Manufacturing & Supply Risks," "-Regulatory Risks," "-Competition," and
"-Claims Arising from Divestitures."
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
The Company's greatest sensitivity with respect to market risk is to changes in
the general level of U.S. interest rates and its effect upon the Company's
interest expense. At September 30, 2000, the Company had no long-term or
short-term debt that bears interest at floating rates. However, should the
Company incur borrowings under its Credit Agreement, such borrowings would bear
interest at variable rates. Because these rates are variable, an increase in
interest rates would result in additional interest expense and a reduction in
interest rates would result in reduced interest expense.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
During the quarter for which this report is filed, there were no material
modifications in the instruments defining the rights of shareholders. During the
quarter for which this report is filed, none of the rights evidenced by the
shares of the Company's common stock were materially limited or qualified by the
issuance or modification of any other class of securities. During the quarter
for which this report is filed, the Company sold no equity securities of the
Company that were not registered under the Securities Act of 1933, as amended.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securityholders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Description
3.1(1) Articles of Incorporation of Isolyser Company, Inc.
3.2(2) Articles of Amendment to Articles of Incorporation of Isolyser
Company, Inc.
3.3(1) Amended and Restated Bylaws of Isolyser Company, Inc.
3.4(3) First Amendment to Amended and Restated Bylaws of Isolyser Company,
Inc.
3.5(4) Second Amendment to Amended and Restated Bylaws of Isolyser Company,
Inc.
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4.1(1) Specimen Certificate of Common Stock
27.1 Financial Data Schedule
------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-83474).
(2) Incorporated by reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
(3) Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K filed July 29, 1996.
(4) Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K filed December 20, 1996.
(b) No current reports on Form 8-K were filed during the quarter for which this
report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this quarterly report on Form 10-Q to be signed on its
behalf by the undersigned thereunto duly authorized on November 13, 2000.
ISOLYSER COMPANY, INC.
By: /s/ Migirdic Nalbantyan
-----------------------------
Migirdic Nalbantyan
President & CEO
(principal executive officer)
By: /s/ J. C. Rushing, III
-----------------------------
J. C. Rushing, III
Chief Financial Officer
(principal financial officer)
14
