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 June 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 August 11, 2000
----- ------------------------------
Common Stock, $.001 par value 41,558,264
<PAGE>
ISOLYSER COMPANY, INC.
Condensed Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
(unaudited)
ASSETS JUNE 30, 2000 DECEMBER 31, 1999
------
--------------------------------------
Current assets
Cash and cash equivalents $ 15,733 $ 17,006
Accounts receivable, net 14,510 13,773
Disposition escrow account 4,330 3,130
Inventories, net 22,002 24,036
Prepaid expenses and other assets 2,017 1,298
------------------------------------
Total current assets 58,592 59,243
------------------------------------
Property, plant and equipment 22,256 21,583
Less accumulated depreciation (14,154) (12,990)
-----------------------------------
Property, plant, and equipment, net 8,102 8,593
-----------------------------------
Investment in equity securities 4,198 3,605
Intangibles and other assets, net 22,547 23,898
-----------------------------------
Total assets $ 93,439 $ 95,339
===================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,510 $ 4,340
Bank overdraft 208 565
Current installments of long term debt 2,503 2,615
Current portion of deferred licensing revenue 3,019 3,000
Current portion of product financing arrangement 520 520
Accrued expenses 2,108 2,653
----------------------------------
Total current liabilities 11,868 13,693
----------------------------------
Long term deferred licensing revenue 4,500 6,000
Other liabilities 671 924
----------------------------------
Total liabilities 17,039 20,617
----------------------------------
Shareholders' equity
Common stock 41 41
Additional paid in capital 208,276 206,600
Accumulated deficit (131,171) (131,283)
Unrealized gain on available for sale securities 344 -
Cumulative translation adjustment (140) (22)
Unearned shares restricted to employee stock
ownership plan (180) (180)
----------------------------------
77,170 75,156
Treasury shares, at cost (770) (434)
----------------------------------
----------------------------------
Total shareholders' equity
76,400 74,722
----------------------------------
Total liabilities and shareholders' equity $ 93,439 $ 95,339
==================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ISOLYSER COMPANY, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per share data)
(unaudited)
<S> <C> <C> <C> <C>
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
Net product sales $ 13,678 $ 32,251 $ 26,943 $ 67,020
Licensing revenue 750 - 1,500 -
Total revenues 14,428 32,251 28,443 67,020
Cost of products sold 7,770 19,424 15,673 43,223
------------- ------------- ------------ -------------
Gross profit 6,658 12,827 12,770 23,797
Operating expenses:
Selling, general and administrative 5,336 8,357 10,336 17,764
Research and development 836 712 1,652 1,412
Amortization 279 446 559 897
Impairment loss - 1,590 - 1,590
------------- ------------- ------------ -------------
Total operating expenses 6,451 11,105 12,547 21,663
------------- ------------- ------------ -------------
Income from operations 207 1,722 223 2,134
Interest and other income 190 32 363 82
Interest expense (204) (588) (350) (1,212)
------------- ------------- ------------ -------------
Income (loss) before income tax expense 193 1,166 236 1,004
Income tax expense 82 182 123 387
------------- ------------- ------------ -------------
Net income (loss) $ 111 $ 984 $ 113 $ 617
============= ============= ============ =============
Other comprehensive income (loss)
Foreign currency translation gain (loss) (96) (37) (118) 15
Unrealized gain (loss) on available for sale
securities (292) - 344 -
------------- ------------- ------------ -------------
Comprehensive income (loss) $ (277) $ 947 $ 339 -
============= ============== ============ =============
Net income (loss) per common share - basic
and diluted $ 0.00 $ 0.02 $ 0.00 $ 0.02
============= ============== ============ =============
Basic weighted average number of common
shares outstanding 41,362 40,126 41,129 40,040
============= ============== ============ =============
Diluted weighted average number of common
shares outstanding 44,224 41,221 44,024 40,555
============= ============== ============ =============
</TABLE>
<PAGE>
<TABLE>
ISOLYSER COMPANY, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
<CAPTION>
<S> <C> <C>
Six months Six months
ended ended
June 30, 2000 June 30, 1999
Cash flows from operating activities:
Net income (loss) $ 113 $ 617
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation 1,164 2,013
Amortization 781 886
Provision for doubtful accounts 60 124
Licensing revenue (1,482) -
Provision for obsolete and slow moving inventory 126 1,590
Changes in assets and liabilities, net of effects from disposed businesses (1,723) (4,952)
---------------------------------
NET CASH USED IN OPERATING ACTIVITIES (961) 278
---------------------------------
Cash flows from investing activities:
Purchase of and deposits for property, plant and equipment (673) (1,037)
Investment in available for sale securities (249) -
Investment in other securities (41)
Disposition proceeds - 8,012
---------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (963) 6,975
---------------------------------
Cash flows from financing activities:
Net repayments under credit agreements - (11,728)
Changes in bank overdraft (357) 482
Net repayments under notes payable (214) -
Proceeds from exercise of stock options 1,676 591
Purchase of treasury stock (337) -
Proceeds from issuance of common stock 1 403
---------------------------------
769 10,252
---------------------------------
Effect of exchange rate changes on cash (118) 15
Net decrease in cash and cash equivalents (1,273) (2,984)
Cash and cash equivalents at beginning of period 17,006 7,325
---------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,733 $ 4,341
================================
</TABLE>
<PAGE>
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) June 30, 2000 December 31, 1999
Raw materials and supplies $ 11,321 $ 12,056
Work in process 996 1,389
Finished goods 10,837 12,199
----------- -------------
Total 23,154 25,644
Reserve for excess, slow moving
and obsolete inventory
(1,152) (1,608)
------------- --------------
Total $ 22,002 $ 24,036
============= ==============
At June 30, 2000 and December 31, 1999 the net OREX inventory is approximately
$6.9 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 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 $ -
=================
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
<PAGE>
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 Healthcare Corporation ("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 six months ended June 30, 1999:
THREE MONTHS ENDED SIX MONTHS ENDED
(in thousands, except per share data) JUNE 30, 1999 JUNE 30, 1999
------------- -------------
Net revenues $ 16,802 $ 37,137
Net profit (loss) 233 (474)
Net profit (loss) per share - basic $ .01 $ (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 2.9 million stock options for the three months and six months ended June 30,
2000. There were 1.1 million and 110,000 dilutive stock options outstanding for
the three months and six months ended June 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 Debt and Equity Securities
as available for sale securities and is stated at market value. Any change in
<PAGE>
market value between periods is included as a component of shareholders' equity.
The value of this investment as of June 30, 2000 was $593,000.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Net revenues for the three months ended June 30, 2000 (the "2000 Quarter") were
$14.4 million compared to $32.3 million for the three months ended June 30, 1999
(the "1999 Quarter"). Net revenues for the six month period ended June 30, 2000
(the "2000 Period") were $28.4 million compared to $67.0 million for the six
month period ended June 30, 1999 (the "1999 Period"). Excluding revenues 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, 2000, net revenues
for the 2000 Quarter and Period decreased 6.6% and 4.8%, respectively, as
compared to the 1999 Quarter and Period. Revenues from Microtek products
decreased 15.2% during the 2000 Quarter as compared to the 1999 Quarter and
decreased 14.6% in the 2000 Period as compared to the 1999 Period. This decrease
was a result of sales during the 1999 Quarter and Period from a short-term
manufacturing contract arrangement with a customer with no comparable sales
during the 2000 Quarter and Period. Sales of safety products increased 5.7%
during the 2000 Quarter as compared to the 1999 Quarter and increased 7.9%
during the 2000 Period as compared to the 1999 Period.
Included in the foregoing revenue figures are $1.1 million in revenue from OREX
Degradables and Enviroguard products during the 2000 Quarter and $2.4 million
during the 2000 Period as compared to $353,000 and $1.0 million during the 1999
Quarter and Period, respectively. Sales of OREX Degradables did not contribute
any gross profits to the Company's operating results. During 1997, and
continuing through March, 1999, the Company substantially reduced selling and
marketing efforts to increase sales of OREX Degradables and began focusing on
preserving its existing base of hospitals purchasing the product and evaluating
means to exploit the market position of OREX Degradables within its various
potential markets. 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 mark Enviroguard 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 and the Company's ability to
successfully manufacture, market, deliver and expand its OREX Degradables and
Enviroguard line 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 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 $750,000 and $1.5 million, respectively, of licensing revenues
attributable to the License Agreement. Licensing revenues will decrease to
$500,000 per quarter in future periods due to the payment to Allegiance from the
Disposition Escrow Account established in connection with the sale of MedSurg.
<PAGE>
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," "-Risks Affecting
OREX Products" and "-Manufacturing and Supply Risks" in the Company's 1999
Annual Report.
Gross profit for the 2000 Quarter was $6.7 million or 46.1% of net revenue as
compared $12.8 million or 39.8% of net revenue in the 1999 Quarter. Gross profit
for the 2000 Period was $12.8 million, or 44.9% of net revenue, as compared to
$23.8 million, or 35.5% of net revenue for the 1999 Period. Included as a
reduction of cost of sales during the 1999 Quarter and Period was $1.6 million
of excess OREX inventory reserve primarily due to anticipated usage under the
aforementioned Allegiance supply agreement, which increased gross profit.
Exclusive of this adjustment, gross profit was 34.8% and 33.1% of net revenue
for the 1999 Quarter and Period, respectively. The improvement in gross profit
is attributable to the divestiture of White Knight Healthcare and MedSurg, which
were lower margin businesses, revenue from the License Agreement, and improved
gross profit at the Company's Microtek subsidiary as a result of reduced
manufacturing costs.
Selling, general and administrative expenses were $5.3 million or 37.0% of net
revenue in the 2000 Quarter as compared to $8.4 million or 25.9% of net revenue
in the 1999 Quarter. Selling, general and administrative expenses were $10.3
million or 36.3% of net revenue in the 2000 Period as compared to $17.8 million
or 26.5% of net revenue in the 1999 Period. Included in selling, general and
administrative expenses for the 2000 Quarter and Period were approximately
$700,000 in charges associated with overhead carried by Microtek which remained
unabsorbed due to a loss of non-recurring revenue from a customer's fire loss
temporary capacity replacement. The overall reduction in selling, general and
administrative expense is primarily attributable to the divestiture of White
Knight Healthcare and MedSurg, and the implementation of the Company's operating
plan which focused on reorganizing marketing and sales efforts to achieve
reductions in selling and marketing expenses.
Research and development expenses were $836,000 or 5.8% of net revenue in the
2000 Quarter as compared to $712,000 or 2.2% of net revenue in the 1999 Quarter.
Research and development expenses were $1.7 million or 5.8% of net revenue in
the 2000 Period as compared to $1.4 million or 2.1% of net revenue in the 1999
Period. The increase in research and development expense is primarily related to
the additional commitment to the development and commercialization of the
Company's automotive and nuclear market OREX products.
Effective May 31, 1999, the Company disposed of the stock of White Knight for
proceeds of $8.2 million in cash. In conjunction with this disposition, the
Company recorded impairment charges of $1.6 million.
Amortization of intangibles was $279,000 and $559,000 in the 2000 Quarter and
Period, respectively, as compared to $446,000 and $897,000 in the corresponding
periods of 1999. The decline in amortization expenses was due to the sale of
White Knight Healthcare and MedSurg during 1999.
<PAGE>
The resulting income from operations was $207,000 and $223,000 for the 2000
Quarter and Period, respectively, as compared to $1.7 million and $2.1 million
for the 1999 Quarter and Period, respectively.
Net interest income/expense was $14,000 net expense and $13,000 net income in
the 2000 Quarter and Period, respectively, as compared to net interest expense
of $556,000 and $1.1 million in the corresponding periods of 1999. The decline
in interest expense is attributable to reduced borrowings during the 2000
Quarter and Period. The Company paid off the balance of its credit facility
borrowings from Chase Manhattan Bank during the 1999 Period.
Provisions for income taxes reflect expenses of $82,000 and $123,000 in the 2000
Quarter and Period, respectively, as compared to $182,000 and $387,000 in the
corresponding periods of 1999.
The resulting net income was $111,000 and $113,000 for the 2000 Quarter and 2000
Period, respectively, as compared to net income of $984,000 and $617,000 in the
corresponding periods of 1999.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company's cash and equivalents totaled $15.7 as compared
to $17.0 million at December 31, 1999.
During the 2000 Period, the Company applied $961,000 of cash to its operating
activities as compared to $278,000 in the 1999 Period. The reduction of cash in
the 2000 Period is primarily attributable to an increase in working capital
investment of $1.2 million. In the 2000 Period, the Company invested $673,000 in
capital equipment and $290,000 in technology businesses. The Company generated
$7.0 million from investing activities during the 1999 Period consisting
primarily of $8.2 million from the disposition of White Knight and the Company's
former headquarters. These amounts were offset by approximately $1.0 million in
capital expenditures during the 1999 Period. During the 2000 Period, the Company
generated approximately $769,000 in cash from financing activities compared to
the application of funds to financing activities of $10.3 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 generation
from financing activities in the 2000 Period was due to the proceeds from the
issuance of capital stock ($1.7 million) attributable to the exercise of stock
options, partially offset by the purchases of treasury stock under the stock
repurchase program approved by the Company's Board of Directors in December,
1999.
As more fully described in the Company's 1999 Annual Report, the Company
maintained a $15 million credit agreement (as amended to date, the "Credit
Agreement") consisting of a revolving credit facility which matured on June 30,
2000. There were no outstanding borrowings under the revolving credit facility
at June 30, 2000. The Credit Agreement provides for the issuance of up to $1
million in letters of credit. There were no outstanding letters of credit at
June 30, 2000. On July 10, 2000, the Bank and the Company amended the Credit
Agreement to reduce the credit facility to $10.0 million, revised certain
<PAGE>
covenants and extended the term of the facility to June 30, 2001. At June 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 at least 2000. 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 in 2000 and subsequent years.
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
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 June 30, 2000, the Company has 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.
<PAGE>
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
During the period covered by this report, the Company filed with the Securities
and Exchange Commission (the "Commission") and delivered to its shareholders the
Company's Proxy Statement for its Annual Meeting of Shareholders held May 18,
2000 (the "Proxy Statement").
(a) The Company's annual meeting of shareholders was held on May 18, 2000.
(b) The nominees for the Board of Directors of the Company are identified
below.
(c) With respect to the election of directors, the inspector of election
tabulated the following votes:
<PAGE>
Election of Directors
Number of Votes
Nominees for Office Number of Votes For Withheld
------------------- ------------------- --------
Gene R. McGrevin 36,601,891 174,829
Migirdic Nalbantyan 36,629,300 147,420
Travis W. Honeycutt 36,559,054 217,666
Rosdon Hendrix 36,581,444 195,276
Dan R. Lee 36,623,780 152,940
Kenneth F. Davis 36,606,027 170,693
John E. McKinley 36,619,883 156,837
Ronald L. Smorada 36,627,022 149,698
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.
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.
<PAGE>
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 August 14, 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)
