SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

~~/x/~~ ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly period ended ~~December~~ June 30, ~~2000 or~~ 2001

~~/ / Transition report pursuant to Section 13~~ or ~~15(d) of the Securities Exchange Act of 1934~~

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 0-11278

MINNTECH CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation or organization) 41-1229121 (I.R.S. Employer Identification No.)

Minnesota	41-1229121
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14605 - 28th Avenue North
Minneapolis, Minnesota 55447
(Address of principal executive offices)

Registrant's telephone number, including area code: (763) 553-3300

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 the past 90 days. ~~Yes /x/ No / /~~

~~Indicate~~Yes ý ~~the~~No ~~number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.~~ o

Class		Outstanding at December 30, 2000
Common Stock, $0.05 par value		6,679,287 shares

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Minntech Corporation Quarterly Report on Form 10-Q September 30, 2000

Class	Outstanding at June 30, 2001

Common Stock, $0.05 par value	6,684,562 shares

Minntech Corporation ~~Index~~ Quarterly Report on Form 10-Q June 30, 2001

			Page
Index
Part I. Financial Information
~~Item 1. Financial Statements~~	Item 1. Financial Statements
	Condensed Consolidated Statements of Operations		3
		Condensed Consolidated Statement of Operations
	Condensed Consolidated Balance Sheets		4
		Condensed Consolidated Balance Sheet
	Condensed Consolidated Statements of Cash Flows		5
		Condensed Consolidated Statement of Cash Flows
	~~Notes to Condensed Consolidated Financial Statements~~	Notes to Condensed Consolidated Financial Statements	6
~~Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations~~	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		10
Part II. Other Information
~~Item 4. Submission of Matters to a Vote of Security Holders~~	Item 4. Submission of Matters to a Vote of Security Holders		13
~~Item 6. Exhibits and Reports on Form 8-K~~	Item 6. Exhibits and Reports on Form 8-K		13
Signatures			15

2Part I - Financial Information

Part I—Financial Information

Item 1. Financial Statements

Minntech Corporation Condensed Consolidated ~~Statements~~Statement of Operations (Unaudited) (In thousands, except per share amounts)

				Thirteen weeks ended Dec 30, 2000			Three months ended Dec 31, 1999		Thirty-Nine weeks ended Dec 30, 2000		Nine months ended Dec 31,1999
		Thirteen weeks ended June 30, 2001			Thirteen weeks ended July 1, 2000
Net sales—product				$	19,399		$	18,726	$	54,480	$	56,374
Total Revenues		$	19,951		$	17,605
Contract revenue					—			—		—		60
Operating costs and expenses
Net sales					19,399			18,726		54,480		56,434
	Cost of product sales	12,151			11,622
Operating costs and expenses
	Research and development	884			1,014
	Cost of product sales				11,887			10,772		34,473		32,188
	Selling, general and administrative	5,262			5,051
	Research and development				904			909		2,692		3,267
	Amortization of intangible assets	52			59
	Selling, general and administrative				4,665			4,594		13,976		15,099
	Total operating costs and expenses	18,349			17,746
	Amortization of intangible assets				77			123		194		499
Earnings / (loss) from operations		1,602			(141		)
		Total operating costs and expenses			17,533			16,398		51,335		51,053
Other income, net		250			52
Earnings from operations					1,866			2,328		3,145		5,381
Earnings / (loss) before income taxes		1,852			(89		)
Other income, net					264			235		851		827
Provision / (benefit) for income taxes		648			(28		)
Earnings before income taxes					2,130			2,563		3,996		6,208
Net earnings / (loss) before cumulative effect of a change in accounting principle		1,204			(61		)
Provision for income taxes					681			872		1,279		2,111
Cumulative effect of a change in accounting principle		—			(136		)
Net earnings				$	1,449		$	1,691	$	2,717	$	4,097
Net earnings / (loss)		$	1,204		$	(197	)
Net earnings per share
Weighted avg. common shares outstanding - basic		6,681			6,682
	Basic			$	.22		$	.25	$	.41	$	.60
Earnings / (loss) per share – basic:
	Diluted			$	.22		$	.25	$	.41	$	.59
Earnings / (loss) before cumulative effect		$	.18		($0.01		)
Weighted-average common shares Outstanding
Cumulative effect		—			($0.02		)
	Basic				6,679			6,840		6,680		6,854
Net earnings / (loss)		$	.18		($0.03		)
	Diluted				6,683			6,844		6,690		6,970
Weighted avg. common shares outstanding – diluted:		6,708			6,682
Earnings / (loss) per share – diluted:
Earnings / (loss) before cumulative effect		$	.18		($0.01		)
Cumulative effect		-----			($0.02		)
Net earnings / (loss)		$	.18		($0.03		)

The accompanying notes are an integral part of these financial statements.

3Minntech Corporation Condensed Consolidated Balance Sheet (Amounts in thousands, except share and per share amounts)

~~Minntech Corporation Condensed Consolidated Balance Sheets (Amounts in thousands, except share and per share amounts)~~ ASSETS

					December 30, 2000			March 31, 2000
				(Unaudited) June 30, 2001			March 31, 2001
					(Unaudited)
Current assets
ASSETS
	Cash and cash equivalents			$	15,825		$	15,344
Current assets
	Accounts receivable, less allowance for doubtful accounts
	Cash and cash equivalents				$	15,896		$	10,687
	of $409 and $364, respectfully			14,444			13,333
	Accounts receivable, less allowance for doubtful accounts of $486 and $438, respectfully					15,592			14,800
	Inventories
	Inventories
		Finished goods		4,803			4,627
		Finished goods				4,218			5,095
		Raw materials		3,699			3,881
		Raw materials				4,084			4,422
		Work-in-process		2,432			2,738
		Work-in-process				2,478			3,146
			Total inventories	10,934			11,246
			Total inventories			10,780			12,663
	Prepaid expenses and other current assets			3,633			3,131
	Prepaid expenses and other current assets					1,551			2,952
		Total current assets		44,836			43,054
			Total current assets			43,819			41,102
Property and equipment
Property and equipment
	Land, buildings and improvements			12,690			12,685
	Land, buildings and improvements					11,266			10,340
	Machinery and equipment			29,524			29,146
	Machinery and equipment					28,657			26,639
				42,214			41,831
						39,923			36,979
	Less accumulated depreciation			(25,176		)	(24,421		)
	Less accumulated depreciation					(23,770	)		(21,620	)
		Net property and equipment		17,038			17,410
		Net property and equipment				16,153			15,359
Other assets
Other assets
	Patent costs, net			494			430
	Patent costs, net					451			544
	Goodwill, net			376			390
	Goodwill, net					437			541
	Other			1,717			1,728
	Other					2,402			4,047
Total assets				$	64,461		$	63,012
Total assets					$	63,262		$	61,593
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable				$	4,707		$	4,593
	Income taxes payable					893			319
	Accrued compensation					1,250			1,509
	Other accrued expenses					1,196			1,998
		Total current liabilities				8,046			8,419
Deferred compensation						918			866
Total liabilities						8,964			9,285
Commitments and contingencies
Stockholders' equity
	Preferred stock, no par value; 5,000,000 shares authorized, none outstanding					—			—
	Common stock, $.05 par value; 20,000,000 shares authorized, 6,679,287 and 6,678,016 shares issued and outstanding, respectively					334			334
	Additional paid-in capital					12,084			12,181
	Accumulated other comprehensive income					(1,056	)		(1,094	)
	Retained earnings					42,936			40,887
Total stockholders' equity						54,298			52,308
Total liabilities and stockholders' equity					$	63,262		$	61,593

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
	Accounts payable		$	4,019		$	3,717
	Income taxes payable		663			271
	Accrued compensation		1,017			889
	Other accrued expenses		3,442			3,919

		Total current liabilities	9,141			8,796
Deferred compensation			754			738
Deferred income taxes			56			57

Total liabilities			9,951			9,591
Commitments and contingencies
Stockholders' equity
	Preferred stock, no par value; 5,000,000 shares authorized, none outstanding		—			—
	Common stock, $.05 par value; 20,000,000 shares authorized, 6,702,956 and 6,679,287 shares issued and outstanding, respectively		335			334
	Additional paid-in capital		12,243			12,084
	Accumulated other comprehensive income		(1,633		)	(1,358		)
	Retained earnings		43,565			42,361

Total stockholders’ equity			54,510			53,421

Total liabilities and stockholders’ equity			$	64,461		$	63,012

The accompanying notes are an integral part of these financial statements.

4Minntech Corporation Condensed Consolidated Statement of Cash Flows (Unaudited) (Dollars in thousands)

Minntech Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands)

				Thirteen weeks ended June 30, 2001			Thirteen weeks ended July 1, 2000

Cash flows from operating activities
	Net earnings / (loss)			$	1,204		$	(61	)
	Adjustments to reconcile net earnings / (loss) to net cash provided by operating activities:
		Depreciation and amortization		846			802
		Foreign currency exchange gain		(113		)	(132		)
		Other, net		9			116
		Changes in operating assets and liabilities:
			Accounts receivable	(1,264		)	173
			Inventories	286			(495		)
			Prepaid expenses and other current assets	(505		)	(748		)
			Accounts payable	323			957
			Accrued expenses	(341		)	(260		)
			Income taxes payable	429			(372		)

			Total adjustments	(330		)	41

Net cash provided by / (used in) operating activities				874			(20		)

Cash flows from investing activities
	Purchases of property and equipment			(497		)	(945		)
	Patent application costs			(101		)	(42		)
	Other			12			8

Net cash used in investing activities				(586		)	(979		)
Cash flows from financing activities
	Proceeds from exercise of stock options			43			—
	Proceeds from / payments on employee stock purchase plan			117			97
	Repurchase of common stock			—			(194		)

Net cash provided by / (used in) financing activities				160			(97		)
Effects of exchange rate changes on cash				33			44

Net increase / (decrease) in cash and cash equivalents				481			(1,052		)
Cash and cash equivalents at beginning of period				15,344			10,687

Cash and cash equivalents at end of period				$	15,825		$	9,635

				Thirty-Nine weeks ended Dec 30, 2000			Nine months Ended Dec 31, 1999
Cash flows from operating activities
	Net earnings			$	2,717		$	4,097
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			2,514			2,909
		Tax benefit from stock option exercises			—			160
		Foreign currency exchange loss/(gain)			245			51
		Gain on sale of land			—			(176	)
		Other, net			320			31
		Changes in operating assets and liabilities:
			Accounts receivable		(937	)		(425	)
			Inventories		1,854			(1,644	)
			Prepaid expenses and other current assets		1,427			(573	)
			Accounts payable		195			(865	)
			Accrued expenses		(1,086	)		(1,378	)
			Income taxes payable		551			769
			Total adjustments		5,083			(1,141	)
Net cash provided by operating activities					7,800			2,956
Cash flows from investing activities
	Purchases of property and equipment				(3,361	)		(3,377	)
	Patent application costs				(96	)		(333	)
	Proceeds from sale of undeveloped land				—			710
	Proceeds from product line disposition				1,646			2,239
	Other				5			166
Net cash used in investing activities					(1,806	)		(595	)
Cash flows from financing activities
	Payments on note payable				—			(252	)
	Payment of cash dividend				(668	)		(691	)
	Proceeds from exercise of stock options				—			1,760
	Payments on employee stock purchase plan				96			(61	)
	Repurchase of common stock				(193	)		(1,683	)
Net cash used in financing activities					(765	)		(927	)
Effects of exchange rate changes on cash					(20	)		(471	)
Net increase in cash and cash equivalents					5,209			963
Cash and cash equivalents at beginning of period					10,687			9,171
Cash and cash equivalents at end of period				$	15,896		$	10,134

The accompanying notes are an integral part of these financial statements.

Minntech Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1— – Financial Information

The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission; accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with ~~generally accepted~~ accounting principles generally accepted in the ~~United~~ United States of America have been condensed or omitted.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company'’s Annual Report on on Form 10-K for the year ended March 31, ~~2000~~2001 as filed with the Securities and Exchange Commission.

The Company adopted a universal calendar for financial reporting beginning in the first quarter of fiscal 2001. ~~Third quarter results include the thirteen and thirty-nine week periods ended December 30, 2000.~~ A fiscal year will include either 52 or 53 weeks in total. This change in reporting ~~will~~is not be materially different from prior years.

Effective April 1, 2000, Minntech modified their revenue recognition policy for certain equipment sales and certain product shipments, resulting in a cumulative effect of a change in accounting. The cumulative effect of this accounting change was $.219 million ($.136 million, net of tax). The accounting change did not have a material effect on revenue or quarterly earnings during fiscal 2001. Minntech has restated its results for the thirteen week period ended July 1, 2000. See further discussion of this matter in the Company’s Annual Report on Form 10-K for the year ended March 31, 2001.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the interim periods.

Note 2— – Line of Credit

At ~~December~~ June 30, ~~2000~~2001, the Company had a line of credit with a commercial bank which allowed the Company to borrow up to $10 million on an unsecured basis at the prime rate of interest (96.575% at ~~December~~ June 30, ~~2000~~ 2001) or the indexed London Interbank Offered Rate (LIBOR). As of ~~December~~ June 30, ~~2000~~2001, the Company had no ~~outstanding~~ outstanding borrowings under the line of credit. This credit line expires on September 30, 2002.

6Note 3 – Earnings/(Loss) Per Share

~~Note 3—Earnings~~The ~~Per~~following ~~Share~~ table reconciles the numerators and denominators of the basic and diluted earnings/(loss) per share computations for the quarter ended June 30, 2001 and July 1, 2000.

The following table reconciles the numerators and denominators of the basic and diluted earnings per share computations for the thirteen and thirty-nine week periods ended December 30, 2000 and the three and nine-month periods ended December 31, 1999.

(in thousands, except per share amounts) Quarter ended June 30, 2001		Basic Earnings Per Share			Effect of Dilutive Stock Options	Diluted Earnings Per Share

Net earnings		$	1,204			$	1,204
Weighted average common shares outstanding		6,681			27	6,708
	Per share amount	$	.18			$	.18

Quarter ended July 1, 2000

Net loss		$	(197	)		$	(197	)
Weighted average common shares outstanding		6,682				6,682
	Per share amount	$	(.03	)		$	(.03	)

(in thousands, except per share amounts)		Basic Earnings Per Share		Effect of Dilutive Stock Options	Diluted Earnings Per Share
Thirteen weeks ended Dec 30, 2000
Net earnings		$	1,449		$	1,449
Weighted average common shares outstanding			6,679	4		6,683
	Per share amount	$	.22		$	.22
Three months ended Dec 31, 1999
Net earnings		$	1,691		$	1,691
Weighted average common shares outstanding			6,840	4		6,844
	Per share amount	$	.25		$	.25
Thirty-nine weeks ended Dec 30, 2000
Net earnings		$	2,717		$	2,717
Weighted average common shares outstanding			6,680	10		6,690
	Per share amount	$	.41		$	.41
Nine months ended Dec 31, 1999
Net earnings		$	4,097		$	4,097
Weighted average common shares outstanding			6,854	116		6,970
	Per share amount	$	.60		$	.59

Minntech Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)

~~Outstanding stock~~Note ~~options~~3 to– ~~purchase~~Earnings ~~906,667~~Per ~~and~~Share 270,767 shares of common stock as of December 30, 2000 and December 31, 1999, respectfully, were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common stock during the period. (continued)

~~Note 4—Comprehensive~~Outstanding ~~Income~~ stock options to purchase 280,195 and 588,049 shares of common stock as of June 30, 2001 and July 1, 2000, respectively, were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common stock during the period.

Note 4 – Comprehensive Income

The components of comprehensive income are as follows:

(dollars in thousands)			Quarter ended June 30, 2001	~~Thirteen weeks ended Dec 30, 2000~~		Quarter ended July 1, 2000	~~Three months ended Dec 31, 1999~~			~~Thirty-nine weeks ended Dec 30, 2000~~		~~Nine months Ended Dec 31, 1999~~
Net earnings				$	1,449		$	1,691		$	2,717	$	4,097
Net earnings/(loss)			$	1,204		$	(61	)
Other comprehensive income:
	Foreign currency translation, net		(275		~~396~~)	26		~~(345~~	)		38		~~(420~~	)
	Total other comprehensive income		(275		~~396~~)	26		~~(345~~	)		38		~~(420~~	)
		Total comprehensive income		$	1,845		$	1,346		$	2,755	$	3,677
		Total comprehensive income/(loss)	$	929		$	(35	)

The accumulated other ~~comprehensive~~ comprehension income balance as of ~~December~~ June 30, ~~2000~~2001 is solely comprised of foreign currency translation.

7Note 5 – Stockholders’ Equity

~~Note 5—~~Consolidated Statement of Stockholders'’ Equity (dollars in thousands)

Consolidated Statement of Stockholders' Equity (dollars in thousands)

	Common Stock

	Shares issued and outstanding	Amount		Additional paid-in capital		Accumulated other comprehensive income			Retained earnings		Total

Balances at March 31, 2001	6,679,287	$	334	$	12,084	$	(1,358	)	$	42,361	$	53,421
Net earnings									1,204		1,204
Foreign currency translation adjustment						(275		)			(275		)
Employee stock purchase plan	18,394	1		117							118
Exercised stock options	5,275			42							42
Payment of cash dividends

Balances at June 30, 2001	6,702,956	$	335	$	12,243	$	(1,633	)	$	43,565	$	54,510

	Common Stock
	Shares issued and outstanding		Amount		Additional paid-in capital			Accumulated other comprehensive income			Retained earnings			Total
Balances at March 31, 2000	6,686,714		$	334	$	12,181		$	(1,094	)	$	40,887		$	52,308
Net income												2,717			2,717
Foreign currency translation adjustment									38						38
Repurchase of common stock	(24,100	)				(193	)								(193	)
Employee stock purchase plan	15,402					96									96
Exercised stock options	1,271
Payment of cash dividends												(668	)		(668	)
Balances at December 30, 2000	6,679,287		$	334	$	12,084		$	(1,056	)	$	42,936		$	54,298

Note 6 - Segment Data and Significant Customers

Note 6—Segment Data and Significant Customers

The Company's businesses are organized, managed, and internally reported as three segments. These segments, which are based upon products, services and industry, are Dialysis Products, Cardiosurgery Products and Other Developing Businesses. Management of these segments includes responsibility for different product lines and services on a geographic basis, including accountability for revenues as well as sales and marketing costs.

Minntech Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 - Segment Data and Significant Customers (continued)

The Dialysis Product segment includes supplies, concentrates, reprocessing services and electronic equipment for hemodialysis treatment of patients with chronic kidney failure or end-stage renal disease. Included in the Cardiosurgery Products segment are oxygenators and hemoconcentrators which are used during open-heart surgery, and hemofilters, which are used in acute renal failure. Developing Businesses include filtration and separation and endoscope reprocessing product lines.

Research and development is managed at the corporate level. Resource decisions and performance assessment is managed by corporate officers. Research and development expenses are monitored by project and allocated to their respective segments. Corporate and unallocated represent costs that are not assigned to reportable segments. Therefore, management does not represent ~~that~~ that these segments, if operated independently, would report the operating income and other financial information shown below. The table below presents information about reportable segments for the quarter ended June 30, 2001 and July 1, 2000, respectively.

The table below presents information about reportable segments for the thirteen- and thirty-nine week periods ended December 30, 2000 and the three- and nine-month periods ended December 31, 1999.

Business Segment Information

	Dialysis Products	~~Dialysis Products~~		Cardiosurgery Products	~~Cardiosurgery Products~~		Other Developing Businesses	~~Other Developing Businesses~~		Corporate & Unallocated (1)	~~Corporate & Unallocated(1)~~		Total Company	~~Total Company~~
Revenues
Third quarter ended 12/30/2000		$	14,510		$	2,478		$	2,411		$	—		$	19,399
First quarter ended June 30, 2001	$	14,869		$	2,770		$	2,312		$	-		$	19,951
Third quarter ended 12/31/1999		$	13,804		$	2,779		$	2,143		$	—		$	18,726
First quarter ended July 1, 2000	$	13,771		$	2,055		$	1,779		$	-		$	17,605
Thirty-nine weeks ended 12/30/2000		$	40,744		$	7,783		$	5,953		$	—		$	54,480
Nine months ended 12/31/1999		$	40,741		$	10,188		$	5,445		$	60		$	56,434
Earnings (loss) from Operations
Third quarter ended 12/30/2000		$	3,482		$	439		$	703		$	(2,758	)	$	1,866
First quarter ended June 30, 2001	$	2,788		$	935		$	744		$	(2,865	)	$	1,602
Third quarter ended 12/31/1999		$	3,950		$	717		$	255		$	(2,594	)	$	2,328
First quarter ended July 1, 2000	$	2,536		$	206		$	(230	)	$	(2,653	)	$	(141	)
Thirty-nine weeks ended 12/30/2000		$	9,256		$	1,055		$	438		$	(7,604	)	$	3,145
Identifiable assets (2)
Nine months ended 12/31/1999		$	11,471		$	2,004		$	115		$	(8,209	)	$	5,381
June 30, 2001	$	29,641		$	7,908		$	4,924		$	21,988		$	64,461
Identifiable assets(2)
March 31, 2001	$	29,273		$	9,101		$	5,079		$	19,559		$	63,012
December 30, 2000		$	19,961		$	11,235		$	2,900		$	25,684		$	59,780
March 31, 2000		$	21,649		$	14,093		$	2,515		$	23,336		$	61,593

(1)	Loss from operations consists of unallocated corporate administrative expenses and amortization of intangibles.
(2)	Identifiable segment assets include accounts receivable; property plant and equipment; inventories; and long term notes receivable. Additional assets included in Corporate and Unallocated primarily include cash and short-term investments, capitalized patent costs, deferred income taxes, goodwill, land and certain prepaid expenses.

Geographic Areas

Information in the table below is presented on the basis which the company uses it to manage the identifiable segments. International sales amounted to 20.0 percent and 21.0 percent of revenues for the third quarter of fiscal 2001, and the third quarter of fiscal 2000, respectively. Substantially all of the Company's export sales are invoiced and paid in U.S. dollars.

Geographic Area Information

	United States		International		Other(1)		Eliminations			Total
Revenues
Third quarter ended 12/30/2000	$	17,743	$	4,437	$	—	$	(2,781	)	$	19,399
Third quarter ended 12/31/1999	$	16,187	$	4,413	$	—	$	(1,874	)	$	18,726
Thirty-nine weeks ended 12/30/2000	$	50,505	$	11,125	$	—	$	(7,150	)	$	54,480
Nine months ended 12/31/1999	$	49,949	$	14,505	$	60	$	(8,080	)	$	56,434
Property, Plant & Equipment, net
December 30, 2000	$	14,073	$	2,079		—		—		$	16,152
March 31, 2000	$	12,837	$	2,522		—		—		$	15,359

Significant Customers

During the ~~third~~first quarter ended ~~December~~ June 30, ~~2000~~2001 no individual customer sales totals represented 10% or more or total revenues.

~~Note 7—New~~Minntech ~~Accounting~~Corporation Notes ~~Pronouncements~~ to Condensed Consolidated Financial Statements (Unaudited)

InNote ~~December 1999,~~7 ~~the~~– ~~Securities and Exchange Commission ("SEC") issued Staff~~ Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101") which provides guidance related to revenue recognition based on interpretations and practices followed by the SEC. The Company is in the process of reviewing requirements of SAB 101, as amended, and is required to comply no later than the fourth quarter of fiscal year 2001. The Company is evaluating the potential effects of SAB 101 on its consolidated financial statements. Pronouncements

~~During~~ In ~~October 2000~~June 1998, the ~~"Emerging~~Financial ~~Issues~~Accounting ~~Task~~Standards ~~Force"~~Board ~~("EITF")~~“FASB,” issued ~~EITF~~Statement ~~Issue~~of Financial Accounting Standard No. ~~00-10,~~ "133 “Accounting for ~~Shipping~~Derivative Instruments and ~~Handling~~Hedging ~~Fees and Costs"~~Activities. ~~EITF~~” This ~~No. 00-10 addresses the income~~ statement, ~~classification~~which ofhad ~~the amounts billed~~ to be ~~customer's,~~adopted ~~and~~by the ~~costs~~Company ~~incurred~~ for ~~shipping~~transactions ~~and~~entered ~~handling.~~into ~~The~~beginning ~~Company~~April ~~currently~~1, ~~classifies~~2001, ~~shipping~~established ~~and~~new ~~handling~~standards ~~costs as costs of goods sold. Amounts billed to customers~~ for ~~shipping~~recognition and ~~handling~~measurement ~~are currently reflected as a reduction to cost~~ of ~~goods~~derivatives ~~sold.~~and ~~The amounts billed to customers will be~~hedging ~~reclassified to revenue in order to conform with EITF No~~activities. ~~00-10.~~ The ~~Company~~adoption ~~is in the process~~ of ~~determining~~this ~~the~~statement ~~reclassifications~~did ~~necessary~~not ~~for~~have ~~reporting~~a ~~purposes.~~material ~~Compliance~~effect ison ~~required no later than~~ the ~~fourth~~Company's ~~quarter~~financial ~~of fiscal 2001~~statements.

In the fourth quarter of 2001, the Company adopted the Financial Accounting Standards Board’s Emerging Issues Task Force (EITF) No. 00-10, “Accounting for Shipping and Handling Fees and Costs.” EITF No. 00-10 requires companies to classify as revenue all amounts billed to customers in a sales transaction, including those amounts related to shipping and handling. The adoption of EITF No. 00-10 has resulted in the reclassification of certain freight amounts invoiced from cost of goods sold to revenue. The effect on the Company’s Consolidated Statement of Operations was to increase cost of sales and increase revenue by $822 and $745 in the first quarter of fiscal 2002 and 2001, respectively. These reclassifications did not effect consolidated net earnings/(loss).

In July 2001, the Financial Accounting Standards Board issued Statements of ~~Minntech~~Financial ~~Corporation Quarterly~~Accounting ~~Report~~Standards No. 141, Business Combinations ("FAS 141") and No. 142, Goodwill and Other Intangible Assets ("FAS 142"). FAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under FAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized over their useful lives (but with no maximum life). Upon adoption of FAS 142, amortization of goodwill recorded for business combinations consummated prior to July 1, 2001 will cease, and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under FAS 141 will be reclassified to goodwill. The amortization provisions of FAS 142 apply to goodwill and intangible assets acquired after June 30, 2001. Companies are required to adopt FAS 142 for fiscal years beginning after December 15, 2001, but early adoption is permitted. The Company will adopt FAS 142 on ~~Form~~April ~~10-Q~~ 1, 2002, the beginning of fiscal 2003. In connection with the adoption of FAS 142, the Company will be required to perform a transitional goodwill impairment assessment. The Company has not yet determined the impact these standards will have on its results of operations and financial position. Goodwill amortization of $14,000 was recorded during the first quarter of fiscal 2002. An estimated $56,000 will be recorded during fiscal 2002 for the full year.

Note ~~Part~~8 ~~I Financial~~– ~~Information~~ Product Line Disposition

On October 6, 1999, the Company sold all assets and rights related to its Biocorä oxygenator and EnGUARDä PHX cardioplegia ~~Item~~systems components to LifeStream International LLC, a newly formed cardiopulmonary products company, in exchange for $7.2 million in cash and warrants. ~~Management's~~ Under ~~Discussion~~the terms of the agreement Minntech received $2.24 million in cash at closing. One payment of $.25 million was received when a product modification met specifications and ~~Analysis~~another $.25 million was received when 510K approval by the Federal Drug Administration was received on a new product. An additional $1.25 million was received on the one year anniversary of ~~Financial~~the ~~Condition~~sale and ~~Results~~$.28 million of ~~Operations~~ inventory was purchased. The remaining amount to be collected is $1.45 million in deferred payments. In addition, LifeStream will purchase the remaining inventory balances for these product lines when the Company ceases the contract manufacturing arrangement. As of June 30, 2001 the Company had $.35 million in related inventory for these products.

~~Results~~Minntech ofCorporation Notes ~~Operations~~ to Condensed Consolidated Financial Statements (Unaudited)

~~Revenue~~Note in the third quarter of fiscal 2001 increased 3.6 percent to $19.4 million, compared to $18.7 million in the same period on year ago. Dialysis product sales increased 5.1 percent to $14.5 million in the third quarter of fiscal 2001 due primarily to increases in sales of concentrate, dialysis reprocessing equipment and services. Cardiosurgery sales declined by 10.9 ~~percent~~– toMerger ~~$2.5~~Agreement ~~million~~with inCantel ~~the~~Medical ~~third quarter of fiscal 2001~~Corp. The lower cardiosurgery sales in the quarter are primarily attributable to a decrease in hemoconcentrator sales. Developing businesses sales increased 12.5 percent to $2.4 million in the third quarter of fiscal 2001 due to growth in filtration and separation products.

~~Revenues~~ On ~~for~~May ~~the thirty-nine week period ending December~~ 30, ~~2000 decreased by 3.4 percent to $54.5 million. Dialysis product sales fiscal~~ 2001, ~~year-to-date are essentially unchanged from~~ the ~~same~~Company ~~period~~entered ~~one~~into ~~year~~a ~~ago.~~definitive ~~Sales~~merger ofagreement ~~cardiosurgery~~with Cantel ~~products~~Medical ~~decreased 23.6 percent to $7.8 million in the thirty-nine week period ending December 30~~Corporation, ~~2000.~~under Inwhich ~~the~~Cantel ~~first~~will ~~half~~acquire of the ~~prior year the~~ Company ~~was a direct marketer of its oxygenator and hemoconcentrator product lines~~. Under In the ~~third~~terms ~~quarter~~ of ~~fiscal 2000~~ the ~~Company~~agreement, ~~sold~~each ~~its oxygenator and cardioplegia product~~share ~~lines~~of toMinntech ~~LifeStream~~stock ~~International,~~will ~~Inc.~~be ~~and~~converted ~~entered~~ into anthe ~~exclusive~~right ~~distribution~~to ~~agreement~~receive ~~with LifeStream for its hemoconcentrator product line~~$10. ~~The Company realizes lower average selling prices~~50, ~~under~~consisting ~~the~~of ~~OEM~~$6.25 ~~distribution~~in ~~structure~~cash, ~~but also operates with lower sales~~ and ~~marketing~~a ~~expenses.~~fraction ~~The~~of ~~decrease~~a inshare ~~cardiosurgery sales in the first three quarters~~ of ~~fiscal~~common ~~2001~~stock ~~is attributable to lower~~of ~~hemoconcentrator~~Cantel ~~average~~having ~~selling prices under the OEM distribution structure combined with~~ a ~~decline~~value inof ~~unit volume. Developing businesses sales year-to-date are up 9.4 percent to~~ $64.~~0 million as compared to the same period last year~~25, ~~due~~subject to ~~growth~~possible ~~in the Company's filtration and separation and endoscope reprocessing product lines~~adjustment.

~~Foreign~~ For ~~exchange~~more ~~rate~~information ~~movements~~on ~~unfavorably~~the ~~impacted~~merger ~~revenues~~and bythe ~~$.5 million~~merger agreement, orplease ~~2.7 percent,~~refer into the joint ~~third~~proxy ~~quarter~~statement/prospectus of ~~fiscal~~Cantel ~~2001~~ and ~~$1.1 million~~the Company, orwhich is included 2in Cantel's registration statement on Form S-4 (Reg.~~0 percent~~ No. 333-64580) filed on July 30, in2001. Cantel and the ~~first~~Company ~~three~~have ~~quarters~~each called special meetings of their ~~this~~shareholders ~~year~~to approve the merger. These meetings will be held on September 6, 2001. The merger is expected to close shortly after the shareholders' meetings, if shareholder approval is received.

The transaction is subject to customary closing conditions, including the approval of the shareholders of the Company and Cantel. Under the merger agreement, the Company has the right to terminate the agreement if Cantel’s average closing stock price during a defined period ending shortly before the merger is below $13.24, unless Cantel elects to provide the Company’s shareholders additional consideration, in cash or Cantel shares, at Cantel’s option, such that the total consideration is no less than $10.00 for each Minntech share. Additional information about the proposed merger can be found in the proxy statement / prospectus, and other documents filed with the Securities and Exchange Commission, which can be accessed at www.sec.gov.

On May 30, 2001, the Company’s Board of Directors amended the share rights plan (described in “Note 9 – Preferred Stock” above) to exempt this transaction from its application. The Company recorded charges of approximately $.30 million in legal and consulting expenses in connection with this transaction in the first quarter of fiscal 2002.

Quarterly Report on Form 10-Q

Part I - Financial Information

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

Results of Operations
Revenue in the first quarter of fiscal 2002 increased 13.3 percent to $20.0 million, compared to $17.6 million in the same period one year ago. Dialysis product sales increased 8.0 percent to $14.9 million in the first quarter of fiscal 2002 due primarily to increases in dialyzer reprocessing product sales, with dialyzer reprocessing equipment unit growth accounting for most of the increase. Cardiosurgery sales increased by 34.8 percent to $2.8 million in the first quarter of fiscal 2002. The cardiosurgery sales increase in the quarter is due to increases in hemofilter, hemoconcentrator, and oxygenator sales. Developing businesses sales increased 30 percent to $2.3 million in the first quarter of fiscal 2002 due primarily to a 38.5% increase in filtration and separation products which was driven by growth in sterilant products.

Product sales by group are summarized in the following table:

	Quarter ended		~~Quarter ended~~					~~Three quarters ended~~
			December 30, 2000			December 31, 1999		December 30, 2000		December 31, 1999
(in thousands of dollars)	June 30, 2001			% of Total Sales		July 1, 2000		% of Total Sales
			(in thousands of dollars)
Dialysis products	$	14,869		74.5	%	$	13,771	78.2	%
Dialysis products			$	14,510		$	13,804	$	40,744	$	40,741
Cardiosurgery products	2,770			13.9		2,055		11.7
Cardiosurgery products				2,478			2,779		7,783		10,188
Other Developing Business products	2,312			11.6		1,779		10.1
Other Developing Business products				2,411			2,143		5,953		5,445
Total Company	$	19,951		100.0	%	$	17,605	100.0	%
	Total Company		$	19,399		$	18,726	$	54,480	$	56,374

11Following is a summary of earnings/(loss) from operations before income taxes by business segment:

Following is a summary of earnings/(losses) from operations before income taxes by business segment:

	Quarter ended
(in thousands of dollars)	June 30, 2001			% of Segment Revenues		July 1, 2000			% of Segment Revenues

Dialysis products	$	2,788		18.8	%	$	2,536		18.4	%
Cardiosurgery products	935			33.8		206			10.0
Other Developing Businesses	744			32.2		(230		)	—
Corporate & Unallocated	(2,865		)	—		(2,653		)	—

Total Company	$	1,602		8.0	%	$	(141	)	—

		Quarter ended						Three quarters ended
		December 30, 2000			December 31, 1999			December 30, 2000			December 31, 1999
		(in thousands of dollars)
Dialysis products		$	3,482		$	3,950		$	9,256		$	11,471
Cardiosurgery products			439			717			1,055			2,004
Other Developing Businesses			703			255			438			115
Corporate & Unallocated			(2,758	)		(2,594	)		(7,604	)		(8,209	)
	Total Company	$	1,866		$	2,328		$	3,145		$	5,381

Minntech Corporation
Management’s Discussion and Analysis of Financial
Condition and Results of Operations (continued)

Gross margin as a percentage of product sales ~~declined~~increased to 3839.71 percent ~~from 42.5 percent~~ in the ~~same~~first quarter inof ~~the prior year. Year-to-date~~ fiscal ~~2001~~2002 ~~gross~~from ~~margins on product sales were 36~~34.7 0 percent ~~compared~~in tothe ~~42.9~~same ~~percent~~quarter in the ~~same~~prior ~~period last~~ year. The ~~lower~~improvement in gross margins is ~~for~~attributable ~~the quarter and year-~~to~~-date~~ ~~periods~~increased ~~are~~unit ~~primarily~~volume ~~the~~in ~~result~~all ofbusiness ~~increased~~segments, ~~distribution~~an ~~costs,~~improved ~~combined~~product ~~with higher overhead costs resulting from lower sales volumes~~mix, and ~~lower~~cost ~~average~~efficiencies ~~selling prices~~ in ~~the~~manufacturing ~~hemoconcentrator~~and ~~product line~~distribution. The hemoconcentrator average selling price decline is attributable to selling the product through a strategic OEM partnership as compared to the first half of the prior year when the Company sold the product direct.

Research and development expenses in the first ~~third~~ quarter of fiscal ~~2001~~2002 were $.9 million or 4.~~7 percent of revenues compared to $.9 million or~~ 4.9 percent of revenues ~~in the prior year.~~ ~~For the three quarters ended December 30, 2000, research and development expenses totaled $2.7 million or 4.9 percent of revenues~~ compared to $31.30 million or 5.8 percent of revenues in the ~~same~~prior ~~period one~~ year ~~ago~~. The decrease in research and development spending is attributable to transitioning major development projects to later stages of completion in ~~2001~~the ascurrent ~~compared~~fiscal ~~to 2000~~year. The Company expects that research and development spending in fiscal ~~2001~~2002 will range between 4.75 and 5.20 percent of revenues.

Selling, general and administrative expenses for the ~~third~~first quarter of fiscal ~~2001~~2002 were $45.73 million or 2426.04 percent of revenues compared to $45.61 million or 2428.57 percent of revenues in the same period one year ago. For the three quarters ended December 30, 2000, selling, general, and administrative expenses totaled $14.0 million or 25.7 percent of revenues compared to $15.1 million or 26.8 percent of revenues for the same period last year. Selling, general, and administrative expenses in ~~terms of absolute dollars are flat for~~ the first quarter ~~as a result~~ of afiscal ~~decrease~~2002 ininclude ~~general and administrative expenses offset by increased dialysis sales and marketing spending~~$.3 ~~Selling,~~million ~~general,~~of ~~and~~non-recurring ~~administrative~~ expenses ~~year-to-date~~related ~~decreased both in terms of absolute dollars and as a~~to ~~percent~~the ofCompany’s ~~revenues~~pending ~~due~~merger ~~to lower general and administrative spending and cardiosurgery sales and marketing costs, partially offset by an increase in dialysis sales and marketing combined~~ with ~~severance~~ ~~costs~~Cantel ~~incurred~~Medical ~~in the first quarter of this year~~Corp.

Other income of $.26250 million in the first ~~third~~ quarter ~~reflects~~of ~~$.25~~the ~~million~~current ~~for~~year ~~interest~~is ~~income~~up ~~combined~~from ~~with non-recurring other income items of~~ $~~.29 million~~52,000 ~~partially offset by $.28 million~~ in ~~foreign exchange related losses. Other income for~~ the ~~three~~prior ~~quarters~~year ~~ended~~quarter due ~~December~~to ~~30,~~favorable ~~2000~~foreign ofexchange ~~$.85~~combined ~~million reflects~~with ~~$.5~~an ~~million~~increase ofin interest income~~, $~~.~~4 million of non-recurring other income items, and $.25 million for foreign exchange related losses.~~

The Company'’s effective tax rate for ~~both~~ the first ~~third~~ quarter ~~and~~that ~~year-to-date period~~ ended ~~December~~ June 30, ~~2000~~2001 was 3235.0 percent compared to an effective rate of 3432.0 percent for the corresponding period one year ago. The Company’s effective tax rate increased in the current year primarily due to recognizing additional state income tax expense in the U.S.

12The Company reported net earnings of $1.2 million for the first quarter ended June 30, 2001 or 6.0 percent of revenue compared to a net loss of $.2 million in the first quarter one year ago. The increase in net earnings in the current year is primarily attributable to the improvement in gross margins from the prior year.

Liquidity and Capital ~~periods~~Resources Operating ~~one~~activities ~~year~~provided ~~ago~~$.9 ~~The~~million of ~~Company~~cash ~~expects~~and cash equivalents in the ~~effective~~first ~~tax~~quarter ~~rate~~ended toJune ~~range~~30, ~~between~~2001. The 32Company invested $.06 million in capital equipment and ~~33.0~~patents ~~percent~~in ~~for~~the first quarter of fiscal 2002. At June 30, 2001 the Company had $15.8 million of cash and cash equivalents.

~~The~~Working ~~Company~~capital ~~reported~~at ~~net~~June ~~earnings of $1.4 million for the third quarter ended December~~ 30, ~~2000~~2001 orwas 7$35.57 ~~percent~~million ofas ~~revenue~~ compared to ~~net earnings of~~ $134.73 million, oras ~~9.0 percent~~ of ~~revenue~~March ~~in the third quarter one year ago. For the three quarters ended December 30~~31, ~~2000 net earnings were $2~~2001.7 The ~~million,~~current orratio ~~5.0~~as ~~percent~~ of June ~~revenue~~30, ~~compared~~2001 towas $4.~~1 million~~9, orunchanged ~~7.3~~from ~~percent~~March ~~of revenue for the corresponding period last year. For the quarter and year-to-date periods ended December 30~~31, ~~2000, net earnings were unfavorably impacted by lower product sales, higher distribution expenses, and higher overhead costs on lower sales volumes~~2001.

~~Liquidity~~The Company initiated a stock repurchase program in August 1998 and ~~Capital~~has ~~Resources~~ spent $3.9 million to repurchase a total of 388,100 shares to date under the program. There have been no share repurchases since the first quarter of fiscal 2001, when the Company expended $.2 million to repurchase 24,100 shares.

~~Operating~~Minntech activities provided $3.0 million of cash and cash equivalents in the third quarter and $7.8 million in the year-to-date period ended December 30, 2000. Fiscal 2001 year-to-date cash flows from operations were favorably impacted by reductions in inventory and prepaid expenses. The Company invested $3.5 million in capital equipment and patents in thirty-nine week period ended December 30, 2000. At December 30, 2000 the Company had $15.9 million of cash and cash equivalents. Corporation

~~Working capital~~Management’s atDiscussion ~~December~~and Analysis ~~30, 2000 was $35.8 million as compared to $32.7 million as~~ of ~~March~~Financial Condition ~~31,~~and ~~2000.~~Results ~~The current ratio as~~ of ~~December 30,~~Operations ~~2000 was 5.4, compared to 4.9 at March 31, 2000.~~ (continued)

The Company ~~initiated~~expects aits ~~stock~~cash ~~repurchase~~balances, cash ~~program~~flow infrom ~~August~~operations, ~~1998~~ and ~~has~~line ~~spent~~of ~~$3.9~~credit ~~million~~ to ~~repurchase~~be aadequate ~~total of 388,100 shares~~ to ~~date~~meet ~~under the program. During the first quarter~~its ofobligations ~~fiscal~~and ~~2001~~anticipated ~~the~~operating ~~Company~~cash ~~expended~~needs, ~~$.2~~including ~~million~~planned tocapital ~~repurchase 24~~expenditures,~~100~~ in ~~shares.~~its ~~There~~core ~~were~~business ~~no share repurchases~~ in ~~the second or third quarters of~~ fiscal ~~2001~~2002.

~~In April~~On ~~1998~~May 30, 2001, the Company ~~signed~~entered ainto an ~~finite~~Agreement ~~risk~~and ~~insurance~~Plan ~~policy~~of toMerger ~~cover~~with ~~potential~~Cantel ~~future~~Medical ~~product~~Corporation ~~liability~~ and ~~legal~~a ~~defense~~newly formed, ~~exposures.~~wholly Inowned ~~fiscal~~subsidiary ~~1999~~of ~~and~~Cantel. Under ~~2000~~the merger agreement, the Company’s ~~made~~ability ~~$1.7~~to incur additional ~~million~~indebtedness inwithout ~~premium~~Cantel’s ~~payments.~~consent ~~The~~is ~~company~~substantially ~~cancelled~~limited. In addition, the ~~coverage~~merger inagreement precludes the ~~second~~Company’s ~~quarter~~issuance of ~~fiscal~~debt ~~2001~~or ~~and~~equity ~~subsequently~~securities ~~recovered~~(except ~~$1.3 million of premiums and interest~~ in ~~the~~connection ~~second~~with option ~~quarter~~exercises) ofwithout ~~fiscal 2001.~~Cantel’s consent.

~~In October~~For ~~1999,~~more ~~the~~information ~~company~~on ~~finalized~~ the ~~sale~~merger ofand the ~~two~~merger ~~cardiosurgery~~agreement, ~~product~~please ~~lines~~refer to ~~LifeStream~~the ~~International~~joint ~~for~~proxy ~~$7.2~~statement/prospectus ~~million~~of Cantel inand ~~cash.~~the ~~Minntech~~Company, ~~received~~which ~~$2.24~~is ~~million~~included in ~~cash~~Cantel's atregistration statement on ~~closing~~Form ~~and~~S-4(Reg. $1No.65 ~~million~~33-64580) infiled ~~subsequent~~on ~~payments~~July in30, 2001. Cantel and the ~~current~~Company ~~fiscal~~have each ~~year.~~called ~~The~~special ~~remaining~~meetings ~~amount~~of their shareholders to approve the merger. These meetings will be ~~collected~~held ison ~~3.31 million~~September 6, ~~including~~2001. ~~current~~The ~~inventory~~merger ~~related~~is expected to ~~these~~close shortly ~~product~~after ~~lines.~~the shareholders' meetings, if shareholder approval is received.

~~The Company~~New ~~expects its cash balances, cash flow from operations, and line of credit to be adequate to meet its obligations and anticipated operating cash needs, including planned~~Accounting ~~capital expenditures, in its core business in fiscal 2001.~~ Pronouncements

~~Year~~See ~~2000~~Note ~~issues~~ 7 to the condensed consolidated financial statements for the first quarter ended June 30, 2001.

The Company's computer systems and equipment successfully transitioned to the year 2000 with no significant issues. The Company continues to keep the year 2000 project management in place to monitor latent problems that could surface at key dates or events in the future. The Company does not anticipate any significant problems related to these events. However, there can be no assurances that failure to address the year 2000 issues by significant business partners will not have a material adverse effect on the Company.

Euro Conversion

Effective January 1, 1999, the European Economic and Monetary Union created a single Eurocurrency (the euro) for its member countries. A transition period is in effect that began January 1, 1999, and goes through December 31, 2001, during which time transactions will be executed in both the euro and the member country currencies. Effective January 1, 2002, euro bank notes will be introduced and on July 1, 2002, the euro will be the sole legal tender of the European Economic and Monetary Union countries.

In general, the adoption of a single currency for the participating countries is expected to result in greater transparency of pricing, making Europe a more competitive environment for businesses. However, conversion to the euro is expected to affect many financial systems and business applications.

The Company ~~will~~switched ~~switch~~ all European business to the euro as the functional currency as of April 1, 2001. The Company'’s current European price list is maintained in euros. This conversion ~~should~~required ~~require~~ minimal information system modifications. It is not anticipated at this time, that the euro will have a material impact on our fundamental risk management philosophy. Any ~~costs~~ costs incurred associated with the adoption of the euro ~~will~~were be expensed as incurred, and ~~are~~were not ~~anticipated to be~~ material to the Company'’s results of operations, financial condition, or ~~liquidity.~~cash flows.

Minntech Corporation
Quarterly Report on Form 10-Q

Part II - Other Information

Item 4. Submission of Matters to a Vote of Security Holders None.

None.

Item 6. Exhibits and reports on Form 8K

a) Exhibits

	a)	Exhibits
	2(a)	Agreement and Plan of Merger, dated as of May 30, 2001, among Cantel Medical Corporation, Canopy Merger Corporation, and the Company⁽¹⁾
	3(a)	Restated Articles of Incorporation, as amended⁽²⁾
	3(b)	Restated Bylaws⁽³⁾
	3(c)	Amendment to Bylaws⁽⁴⁾
	4(a)	Form of Specimen Common Stock Certificate⁽⁵⁾
	4(b)	Rights Agreement, dated as of July 1, 1999, between the Company and Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, N.A.)⁽⁶⁾
	4(c)	First Amendment to Rights Agreement, dated as of May 30, 2001, between the Company and Wells Fargo Bank Minnesota, N.A.⁽⁷⁾
	10(a)	1989 Stock Plan, as amended⁽⁸⁾*
	10(b)	Amendment to 1989 Stock Plan effective February 25, 1998⁽⁹⁾*
	10(c)	Amendment to 1989 Stock Plan effective September 30, 1998⁽¹⁰⁾*
	10(d)	Employment Agreement with Barbara A. Wrigley dated September 1, 1996⁽¹¹⁾*
	10(e)	1990 Employee Stock Purchase Plan, as amended and restated, effective June 1, 1998⁽¹²⁾*
	10(f)	Employment Agreement with R. James Danehy dated November 29, 2000⁽¹²⁾*
	10(g)	Management Agreement with R. James Danehy dated November 29, 2000⁽¹²⁾*
	10(h)	Non-Qualified Stock Option Agreement with R. James Danehy dated November 29, 2000⁽¹²⁾*
	10(i)	Emeritus Director Consulting Plan⁽¹³⁾*
	10(j)	Amendment to Emeritus Director Consulting Plan effective September 26, 1996⁽¹⁴⁾*
	10(k)	1998 Stock Option Plan, as amended⁽¹⁵⁾*
	10(l)	Separation and Consulting Agreement with Richard P. Goldhaber dated February 18, 2000⁽¹⁶⁾*
	10(m)	Separation and Consulting Agreement with Thomas J. McGoldrick dated July 17, 2000⁽¹¹⁾*
	10(n)	Amendment to Separation and Consulting Agreement with Thomas J. McGoldrick dated August 1, 2000⁽¹¹⁾*
	10(o)	Separation and Consulting Agreement with Daniel H. Schyma dated July 31, 2000⁽¹¹⁾*
	10(p)	Amended and Restated Supplemental Executive Retirement Plan effective April 1, 2000⁽¹¹⁾*
	10(q)	Employment Agreement with Robert W. Johnson dated September 1, 1996, as amended April 1, 1997⁽¹¹⁾*
	10(r)	Employment Agreement with Paul E. Helms dated September 1, 1996, as amended April 1, 1997⁽¹¹⁾*
	10(s)	Employment Agreement with Jules L. Fisher dated December 11, 1996, as amended April 1, 1997⁽¹¹⁾*
	10(t)	First Amendment to Supplemental Executive Retirement Plan effective September 27, 2000⁽¹⁷⁾*
	10(u)	Employment Agreement with Michael P. Petersen dated May 26, 2000⁽¹⁷⁾*
	10(v)	Second Amendment to 1998 Stock Option Plan effective March 28, 2001*
	10(w)	Amendment to 1990 Employee Stock Purchase Plan effective July 26, 2000⁽¹⁸⁾*
	10(x)	Amendment to 1990 Employee Stock Purchase Plan effective May 30, 2001*
	21	Subsidiaries of the Registrant⁽¹⁹⁾
	(b)	Reports on Form 8-K
		Report on Form 8-K, filed June 4, 2001, relating to the execution of the Agreement and Plan of Merger among Cantel Medical Corp., Canopy Merger Corp., and the Company, providing for the acquisition of the Company by Cantel.

Exhibit No.		Exhibit	Page
*	Management contract, compensatory plan or arrangement.
3(a)		Restated Articles of Incorporation, as amended(1)
(1)	Incorporated by reference to Exhibit 2 to the Company’s Current Report on Form 8-K dated May 30, 2001, File No. 0-11278.
3(b)		Restated By-Laws(2)
(2)	Incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1999, File No. 0-11278.
3(c)		Amendment to By-Laws(3)
(3)	Incorporated by reference to Exhibit 3(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, File No. 0-11278.
4(a)		Form of Specimen Common Stock Certificate(4)
(4)	Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, Registration No. 333-70545.
4(b)		Rights Agreement, dated as of July 1, 1999, between the Company and Norwest Bank Minnesota, National Association(5)
(5)	Incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the year ended March 31, 1993, File No. 0-11278.
10(a)		1989 Stock Plan, as amended(6)
(6)	Incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed on July 12, 1999, File No. 0-11278.
10(b)		Amendment to 1989 Stock Plan effective February 25, 1998(7)
(7)	Incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8A/A filed on June 7, 2001, File No. 0-11278.
10(c)		Amendment to 1989 Stock Plan effective September 30, 1998(8)
(8)	Incorporated by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the year-ended March 31, 1997, File No. 0-11278.
10(d)		Employment Agreement with Barbara A. Wrigley dated September 1, 1996(9)
(9)	Incorporated by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the year ended March 31, 1998, File No. 0-11278.
10(e)		1990 Employee Stock Purchase Plan, as amended and restated	Electronic
(10)	Incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 0-11278.
10(f)		Employment Agreement with R. James Danehy dated November 29, 2000	Electronic
(11)	Incorporated by reference to the same-numbered exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000, File No. 0-11278.
10(g)		Management Agreement with R. James Danehy dated November 29, 2000	Electronic
(12)	Incorporated by reference to the same-numbered exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2000, File No. 0-11278.
10(h)		Non-Qualified Stock Option Agreement with R. James Danehy dated November 29, 2000	Electronic
(13)	Incorporated by reference to Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, File No. 0-11278.
10(i)		Emeritus Director Consulting Plan(13)
(14)	Incorporated by reference to Exhibit 10(b) filed as part of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, File No. 0-11278.
10(j)		Amendment to Emeritus Director Consulting Plan effective September 26, 1996(14)
(15)	Incorporated by reference to Exhibit 10 to the Company’s Registration Statement on Form S-8, Registration No. 333-70545.
10(k)		1998 Stock Option Plan, as amended(15)*
(16)	Incorporated by reference to Exhibit 10(l) to the Company’s Annual Report on Form 10-K for the year ended March 31, 2000, File No. 0-11278.
10(l)		Separation and Consulting Agreement with Richard P. Goldhaber dated April 1, 2000*
(17)	Incorporated by reference to the same-numbered exhibit to the Company’s Quarterly Report on Form 10–Q for the quarter ended September 30, 2000, File No. 0-11278.
10(m)		Separation and Consulting Agreement with Thomas J. McGoldrick dated July 17, 2000*
(18)	Incorporated by reference to Exhibit 10(f) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 0-11278.
10(n)		Amendment to Separation and Consulting Agreement with Thomas J. McGoldrick dated August 1, 2000*
(19)	Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended March 31, 1999, File No. 0-11278.
10(o)		Separation and Consulting Agreement with Daniel H. Schyma dated July 31, 2000*
10(p)		Restated Supplemental Executive Retirement Plan effective April 1, 2000(18)*
10(q)		Employment Agreement with Robert W. Johnson dated September 1, 1996, as amended April 1, 1997(11)*
10(r)		Employment Agreement with Paul E. Helms dated September 1, 1996, as amended April 1, 1997(12)*
10(s)		Employment Agreement with Jules L. Fisher dated December 11, 1996, as amended April 1, 1997(19)*
10(t)		First Amendment to Supplemental Executive Retirement Plan effective September 27, 2000(20)
10(u)		Employment Agreement with Michael P. Petersen dated May 26, 2000(21)
21		Subsidiaries of the Registrant(16)

(b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the third quarter of fiscal 2001.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Minntech Corporation Date: February 13, 2001 /s/ JULES L. FISHER Jules L. Fisher Chief Financial Officer (Duly authorized officer) (Principal financial officer)

		Minntech Corporation
Date:	August 14, 2001
		/s/ Jules L. Fisher

		Jules L. Fisher
		Chief Financial Officer
		(Duly authorized officer)
		(Principal financial officer)

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