<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] 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 1-11097
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3CI COMPLETE COMPLIANCE CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 76-0351992
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
910 Pierremont, #312 Shreveport, LA. 71106
------------------------------------------
(Address of principal executive offices)
(Zip Code)
(318)869-0440
-------------
(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 the past 90 days.
YES [X] NO [ ]
------------------------
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
The number of shares of Common Stock outstanding as of the close of
business on February 14, 2000, was 9,198,325.
<PAGE> 2
3CI COMPLETE COMPLIANCE CORPORATION
I N D E X
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
December 31, 1999 (unaudited) and September 30, 1999.................. 3
Consolidated Statements of Operations for the three months
ended December 31, 1999 and 1998 (unaudited)......................... 4
Consolidated Statements of Cash Flows for the
three months ended December 31, 1999 and
1998 (unaudited)..................................................... 5
Notes to Consolidated Financial Statements (unaudited)................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...................................................... 11
Item 2. Changes in Securities.................................................... 11
Item 3. Defaults Upon Senior Securities.......................................... 11
Item 4. Submission of Matters to a Vote
Of Security Holders................................................... 11
Item 5. Other Information ...................................................... 11
Item 6. Exhibits and Reports on Form 8-K......................................... 11
SIGNATURES................................................................................ 13
</TABLE>
2
<PAGE> 3
3CI COMPLETE COMPLIANCE CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
UNAUDITED AUDITED
------------- -------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 122,265 $ 236,387
Accounts receivable, net allowances of $357,853 and $308,489
at December 31, 1999 and September 30, 1999, respectively 2,973,437 2,861,963
Inventory 90,456 91,460
Prepaid expenses 178,250 330,193
Other current assets 224,850 174,022
------------- -------------
Total current assets 3,589,258 3,694,025
------------- -------------
Property, plant and equipment, at cost 14,108,220 14,141,354
Accumulated depreciation (5,613,755) (5,321,419)
------------- -------------
Net property, plant and equipment 8,494,465 8,819,935
------------- -------------
Excess of cost over net assets acquired, net of accumulated amortization of
$153,238 and $140,988 at December 31, 1999 and September 30, 1999, respectively 403,993 416,243
Other intangible assets, net of accumulated amortization of $316,847 and
$298,209 at December 31, 1999 and September 30, 1999, respectively 55,914 74,552
Other assets 13,104 60,852
------------- -------------
Total assets $ 12,556,734 $ 13,065,607
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable -- 120,484
Current portion of long-term debt to unaffiliated lenders 668,055 739,401
Accounts payable 706,062 1,056,963
Accounts payable to affiliated companies 2,975 2,125
Accrued liabilities 951,321 904,609
Note payable majority shareholder 5,629,379 5,774,165
------------- -------------
Total current liabilities 7,957,792 8,597,747
------------- -------------
Long-term debt unaffiliated lenders, net of current portion 992,001 1,120,241
------------- -------------
Total liabilities 8,949,793 9,717,988
------------- -------------
Shareholders' Equity:
Preferred stock, $0.01 par value, authorized 16,050,000 shares;
issued and outstanding 7,750,000 at December 31, 1999 and
September 30, 1999, respectively 77,500 77,500
Additional paid-in capital - preferred stock 7,672,500 7,672,500
Common stock, $0.01 par value, authorized 40,450,000 shares;
Issued and outstanding 9,232,825 at December 31, 1999 and
September 30, 1999 92,329 92,329
Less cost of treasury stock 34,500 shares and 34,500 shares at
December 31, 1999 and September 30, 1999, respectively (51,595) (51,595)
Additional Paid-in capital - common stock 20,283,324 20,283,324
Accumulated deficit (24,467,117) (24,726,439)
------------- -------------
Total shareholders' equity 3,606,941 3,347,619
------------- -------------
Total liabilities and shareholders' equity $ 12,556,734 $ 13,065,607
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
3CI COMPLETE COMPLIANCE CORPORATION
STATEMENTS OF OPERATION
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED DECEMBER 31,
1999 1998
---------------------------------------
<S> <C> <C>
Revenues $ 4,215,002 $ 4,726,168
Expenses:
Cost of services 2,772,253 3,354,343
Depreciation and amortization 419,667 445,222
Selling, general and administrative 493,396 732,680
------------ ------------
Income from operations 529,686 193,923
Other income (expense):
Interest expense (225,117) (228,921)
Other income (expense) (45,247) (71,192)
------------ ------------
Income (loss) before income taxes 259,322 (106,190)
Income taxes -- --
------------ ------------
Net income (loss) $ 259,322 $ (106,190)
============ ============
Basic earnings per share:
Basic net income (loss) per share $ 0.03 $ (0.01)
============ ============
Diluted earnings per share:
Diluted net income (loss) per share $ 0.02 $ (0.01)
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
3CI COMPLETE COMPLIANCE CORPORATION
STATEMENT OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED DECEMBER 31,
1999 1998
---------------------------------------
<S> <C> <C>
Cash flow from operating activities:
Net income (loss) $ 259,322 $ (106,190)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Gain on disposal of fixed assets 10,684 --
Depreciation and amortization 419,667 445,222
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable, net (111,474) (141,305)
(Increase) decrease in inventory 1,004 36,662
(Increase) decrease in prepaid expenses 151,943 472,043
(Increase) decrease in other current assets and other assets (3,080) --
Increase (decrease) in accounts payable (350,901) (355,360)
Increase (decrease) in accounts payable, affiliated companies 850 --
Increase (decrease) in accrued liabilities 46,712 (160,895)
----------- -----------
Total adjustments to net income (loss) 165,405 296,367
----------- -----------
Net cash provided by operating activities 424,727 190,177
----------- -----------
Cash flow from investing activities:
Proceeds from sale of property, plant and equipment 27,818 --
Purchase of property, plant and equipment (101,811) (442,373)
----------- -----------
Net cash provided by (used in) investing activities (74,073) (442,373)
----------- -----------
Cash flow from financing activities:
Decrease in bank overdrafts -- (202,712)
Principal reduction of notes payable (120,484) (290,521)
Purchase of treasury stock -- (4,840)
Proceeds from issuance of long-term debt, unaffiliated lenders 22,867 236,446
Reduction of long-term debt, unaffiliated lenders (222,453) (380,177)
Proceeds from issuance of note payable to majority shareholders -- 750,000
Reduction of note payable to majority shareholders (144,786) 144,000
----------- -----------
Net cash (used in) provided by financing activities (464,856) 252,196
----------- -----------
Net decrease in cash and cash equivalents (114,202) --
----------- -----------
Cash and cash equivalents, beginning of period 236,387 --
----------- -----------
Cash and cash equivalents, end of period $ 122,265 $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
3CI COMPLETE COMPLIANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(UNAUDITED)
(1) ORGANIZATION AND BASIS OF PRESENTATION
3CI Complete Compliance Corporation (the Company or 3CI), a Delaware
Corporation, is engaged in the collection, transportation, treatment and
disposal of biomedical waste in the south and southeastern United States.
Effective October 1, 1998, after approval by the then properly
constituted 3CI Board of Directors, Stericycle Inc., a Delaware corporation
("Stericycle") acquired 100% of the common stock of Waste Systems, Inc. ("WSI")
for $10 million. As a result of the Transaction, WSI became a wholly owned
subsidiary of Stericycle. WSI owns 55.5% or 5,104,448 shares of the outstanding
common stock and 100% of the outstanding preferred stock of the Company.
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements, in the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended December 31,
1999 are not necessarily indicative of the results that may be expected for the
year ended September 30, 2000.
The balance sheet at September 30, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant Company's annual report on Form
10-K for the year ended September 30, 1999.
(2) NET INCOME (LOSS) PER COMMON SHARE
The following table sets forth the computation of net income (loss) per common
share:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------- -------------
<S> <C> <C>
Numerator:
Net income (loss) $ 259,322 $ (106,190)
------------- -------------
Denominator:
Denominator for basic earnings per share--weighted average shares 9,198,325 9,202,521
------------- -------------
Effect of dilutive securities:
Preferred shares 7,750,000 --
------------- -------------
Dilutive potential common shares 7,750,000 --
------------- -------------
Denominator for diluted earnings per share-adjusted weighted
average shares and assumed conversions 16,948,325 9,202,521
------------- -------------
Basics earnings per share $ 0.03 $ (0.01)
------------- -------------
Diluted earnings per share $ 0.02 $ (0.01)
------------- -------------
</TABLE>
6
<PAGE> 7
Preferred stock, stock options and warrants, to purchase shares of
common stock outstanding during the three months ended December 31, 1998, were
not included in the computation of diluted earnings per common share in these
periods because the Company had a net loss and the effect would be antidilutive.
In the three month period ended December 31, 1999, stock options and warrants
were not included because they were antidilutive, as the exercise prices ranging
from $0.594 to $1.50 were greater than the average price of the common stock.
(3) BUSINESS CONDITIONS
The Company has historically financed its working capital needs,
capital expenditures, and acquisitions using internally generated funds as well
as borrowings from third parties and advances from its majority shareholder,
WSI. The Company's indebtedness currently consists of amounts owed to WSI which
are described below, insurance premiums that are financed over the course of
each fiscal year, debt incurred in connection with the leasing of the Chem-Clav
unit, and the indebtedness incurred in connection with the purchase of rolling
stock.
In June 1999, the Company established a master lease agreement in the
amount of $3,000,000 with LaSalle National Leasing Corporation. Of the total,
$2,000,000 is to be utilized for the leasing of transportation equipment, of
which $390,290 had been utilized at December 31, 1999, and $1,000,000 for the
financing of machinery and equipment, of which $605,127 had been utilized at
December 31, 1999. This agreement is guaranteed by Stericycle, Inc. which owns
100% of WSI.
On October 1, 1998, WSI and the Company amended and restated a
revolving promissory note (the Note). Amounts due under the Note totaled
approximately $5,630,000 as of December 31, 1999. The Note bears interest at the
prime rate, which is currently 8.5%, plus 2.0%. The Company is required to
maintain a minimum level of net worth and comply with certain performance
related covenants. Interest under the note is due and payable in quarterly
installments on the last business day of each calendar quarter. The outstanding
principal of this note and accrued but unpaid interest was originally due
September 30, 1999. As of September 30, 1999, the Company had exercised its
option to extend the note to March 31, 2000. Under the terms of the Note, 3CI
may also extend the maturity to a date not later than September 30, 2000.
The Company is in the process of obtaining proposals from WSI, as well
as, third parties related to the refinancing and extension of the existing note
payable. WSI intends to support the Company through the year 2000.
(4) COMMITMENTS AND CONTINGENCIES
The Company is subject to certain other litigation and claims arising
in the ordinary course of business. In the opinion of management of the Company,
the amounts ultimately payable, if any, as a result of such litigation and
claims will not have a materially adverse effect on the Company's financial
position or results of operations.
The Company operates within the regulated medical waste disposal
industry which is subject to intense governmental regulation at the federal,
state and local levels. The Company believes it is currently in compliance in
all material respects with all applicable laws and regulations governing the
medical waste disposal business. However, continuing expenditures may be
required in order for the Company to remain in compliance with existing and
changing regulations. Furthermore, because the medical waste disposal industry
is predicated upon the existence of strict governmental regulation, any material
relaxation of regulatory requirements governing medical waste disposal or of
their enforcement could result in a reduced demand for the Company's services
and have a material adverse effect on the Company's revenues and financial
condition. The scope and duration of existing and future regulations affecting
the medical waste disposal industry cannot be anticipated and are subject to
changing political and economic pressures.
7
<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is engaged in the business of medical waste management
services in the southwestern and southeastern United States. The Company's
customers include regional medical centers, major hospitals, clinics, medical
and dental offices, veterinarians, pharmaceutical companies, retirement homes,
medical testing laboratories and other medical waste generators. Services
include collection, transportation, bar code identification and destruction by
controlled, high temperature incineration and alternative treatment
technologies.
RESULTS OF OPERATIONS
The following summarizes (in thousands) the Company's operations:
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
<S> <C> <C>
Revenues $ 4,215 $ 4,726
Cost of services 2,772 3,354
Depreciation and amortization 420 445
Selling, general and administrative 494 733
---------- ----------
Net income from operations 529 194
---------- ----------
Interest expense 225 229
Other income (expense) net (45) (71)
---------- ----------
Net income (loss) 259 (106)
========== ==========
</TABLE>
THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1998:
REVENUES decreased by $511,166, or 10.8%, to $4,215,002 during the three months
period ended December 31, 1999, from $4,726,168 for the three month period ended
December 31, 1998. This decrease is primarily a result of the Company selling
off certain routes in its Oklahoma territory and also attributable to the
Company focusing on higher margin generators of medical waste, offset by lower
service fees that resulted from increasing price competition in the industry.
COST OF SERVICES decreased $582,090, or 17.4%, to $2,772,253 during the three
months ended December 31, 1999, compared to $3,354,343 for the three month
period ended December 31, 1998. The reasons for the decrease were primarily the
result of the Company selling off certain routes in its Oklahoma territory. The
decrease in cost of services, is also attributable the reduction of the
Company's packaging and container costs, lowered transportation costs and to the
reduction of external processing fees. Cost of revenues as a percentage of
revenues decreased to 65.8% during the three months ended December 31, 1999 as
compared to 71.0% during the three months ended December 31, 1998.
8
<PAGE> 9
DEPRECIATION AND AMORTIZATION expense decreased to $419,667 for the three months
ended December 31, 1999, from $445,222 for the three months ended December 31,
1998. The decrease was related to certain assets becoming fully depreciated.
SELLING, GENERAL AND ADMINISTRATIVE expenses decreased to $493,396 during the
three months ended December 31, 1999, from $732,680 during the three months
ended December 31, 1998. The decrease was primarily attributable to a one-time
benefit from the settlement of an insurance claim for $200,000. Exclusive of
this benefit the selling, general and administrative expenses decreased by
$39,284, or 5.36%, as a result in the reduction of professional and legal fees.
Exclusive of the one-time insurance benefit, selling, general and administrative
expenses increased as a percentage of revenue to 16.5% for the three months
ended December 31, 1999, as compared to 15.5% for the three months ended
December 31, 1998.
INTEREST EXPENSE decreased by $3,804 or 1.7%, to $225,117 during the three
months ended December 31, 1999 as compared to $228,921 for the months period
ended December 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its working capital needs,
capital expenditures, and acquisitions using internally generated funds as well
as borrowings from third parties and advances from its majority shareholder,
WSI. The Company's indebtedness currently consists of amounts owed to WSI
described below, insurance premiums that are financed over the course of each
fiscal year, debt incurred in connection with the leasing of the Chem-Clav unit,
and the indebtedness incurred in connection with the purchase of rolling stock.
In June 1999, the Company established a master lease agreement in the
amount of $3,000,000 with LaSalle National Leasing Corporation. Of the total,
$2,000,000 is to be utilized for the leasing of transportation equipment, of
which $390,290 had been utilized at December 31, 1999, and $1,000,000 for the
financing of equipment, of which $605,127 had been utilized at December 31,
1999. This agreement is guaranteed by Stericycle, Inc. which owns 100% of WSI.
On October 1, 1998, WSI and the Company, amended and restated a
revolving promissory note which had been extended from its original maturity
date in 1997 (the Note). Amounts due under the Note totaled approximately
$5,630,000 as of December 31, 1999. The Note bears interest at the prime rate,
which is currently 8.5%, plus 2.0%. The Company is required to maintain a
minimum level of net worth and comply with certain performance related
covenants. Interest under the note is due and payable in quarterly installments
on the last business day of each calendar quarter. The outstanding principal of
this note and accrued but unpaid interest was originally due September 30, 1999.
As of September 30, 1999, the Company had exercised its option to extend the
note to March 31, 2000. Under the Note, 3CI may also extend the maturity to a
date not later than September 30, 2000.
The Company is in the process of obtaining proposals from WSI, as well
as, third parties related to the refinancing and extension of the existing note
payable. WSI intends to support the Company through the year 2000.
At December 31, 1999, the Company had net working capital, exclusive of
the note payable to its majority shareholder, of $1,260,845 compared to a net
working capital exclusive of the note payable to its majority shareholder of
$870,443 at September 30, 1999. This increase in net working capital of $390,402
was due to the repayment of current liabilities and an overall improvement in
the Company's financial condition resulting from increased cash flow from
operations.
9
<PAGE> 10
Net cash provided by operating activities was $424,767 during the three
month period ended December 31, 1999, compared to $190,177 for the three month
period ended December 31, 1998. This increase reflects an improvement in the
Company's income from operations, as well as a one-time benefit from the
settlement of an insurance claim for $200,000.
Net cash used in investing activities for the three months ended
December 31, 1999, was $73,993. During the first fiscal quarter ending December
31, 1999, the Company invested $101,851 for purchases of transportation,
computer equipment and software.
Net cash used in financing activities was ($464,856) during the three
month period ended December 31, 1999, as compared to net cash provided from
financing activities of $252,196 during the three month period ended December
31, 1998. The difference is primarily the result of repayment of notes payable,
long term debt and reduced borrowings.
YEAR 2000 ISSUES
The Company has modified its information technology for the year 2000
and has converted critical data processing systems. The Company has
substantially completed a Year 2000 review at a cost of approximately $50,000,
which was reflected in general and administrative expenses for the year ended
September 30, 1999. The Company has an established plan to address additional
hardware and software issues related to its business. The year 2000 plan
comprised a plan for existing hardware and software, and a larger project to
upgrade the Company's overall business information systems. The Company has
conducted an extensive search for other potential year 2000 issues that could
affect its business.
The Company developed a contingency plan for certain critical
applications. The contingency plans involved, among other actions, manual
workarounds, increasing parts and supplies inventories, and adjusting staffing
strategies.
While the Company has developed contingency plans, to address possible
failure scenarios, the Company recognizes that there are "worst case" scenarios
which may develop and are largely outside the Company's control. The Company
recognizes the risks associated with extended infrastructure (power, water,
telecommunications, and fuels) failure, the interruption of customer and other
payments to the Company and the failure of equipment or software that could
impact customer services despite assurances of third parties. Other potential
worst case scenarios include devices and systems failing to operate properly;
material and unplanned expenditures to correct unanticipated year 2000 failures,
extended payment delays from the Company's payers; or litigation related to any
of the above; and costs associated with extended labor intensive contingency
plans.
Management believes that it properly prepared for the Year 2000.
Nevertheless, because it is not possible to anticipate all future outcomes,
especially when third parties are involved, there could be circumstances in
which the Company is adversely affected by Year 2000 problems. As of February
14, 2000, the Company has not experienced any Year 2000 issues relating to the
selling or support of the Company's services or products. The Company believes
that it may take several months to determine the impact of the Year 2000, if
any, on its customers or suppliers.
10
<PAGE> 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -
The Company is subject to certain other litigation and claims arising
in the ordinary course of business. Management believes the amounts ultimately
payable, if any, as a result of such claims and assessments will not have a
materially adverse effect on the Company's financial position, results of
operations or net cash flows.
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K -
INDEX TO EXHIBITS
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
3.1. Certificate of Incorporation as amended (incorporated by
reference to Exhibit 3(a) of 3CI's registration statement on
Form S-1 (No. 33-45632) effective April 14, 1992).
3.2. Amendment to 3CI's Certificate of Incorporation, as amended
effective June 13, 1995 (incorporated by reference to Exhibit
3.1 of 3CI's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995).
3.3. Amendment to 3CI's Certificate of Incorporation, as amended
effective March 23, 1998 (incorporated by reference to Exhibit
3.3 of 3CI's registration statement on Form S-1 (No.
333-48499), filed March 24, 1998).
3.4 Bylaws, effective May 14, 1995 (incorporated by reference to
Exhibit 3.2 of 3CI's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995).
3.5 Amendment of Bylaws effective October 1, 1998.
3.6. Certificate of Designations of 3CI's Series A Preferred Stock
without par value (incorporated by reference to Exhibit 3.6 of
3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
3.7. Certificate of Designations of 3CI's Series B Preferred Stock
without par value (incorporated by reference to Exhibit 3.7 of
3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
3.8. Certificate of Designations of 3CI's Series C Preferred Stock
without par value (incorporated by reference to Exhibit 3.8 of
3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
4.1. Warrant dated September 11, 1998, issued to Klein Bank as
escrow agent with respect to 11,061 shares of Common Stock.
4.2. Escrow Agreement dated March 6, 1998 between 3CI and Klein
Bank as escrow agent (incorporated by reference to Exhibit 4.7
of 3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
11
<PAGE> 12
10.1 First Amendment to Escrow Agreement dated as of April 22,
1998, between 3CI and Klein Bank.
10.2 Amended and Restated Secured Promissory Note dated October 1,
1998, in the principal amount of $5,487,307.13 between 3CI and
Waste Systems, Inc.
10.3 Loan Agreement and Note Amendment dated December 18, 1998, by
3CI and Waste Systems, Inc.
10.4 1992 Stock Option Plan of 3CI (incorporated by reference to
Exhibit 10(m) of 3CI's registration statement on Form S-1 (No.
33-45632) effective April 14, 1992).
10.5 Settlement Agreement dated January 1996 between James
Shepherd, Michael Shepherd and Richard T. McElhannon as
Releassors, and the Company, Georg Rethmann, Dr. Herrmann
Niehues, Jurgen Thomas, Charles Crochet and Waste Systems,
Inc., as Releasees (incorporated by reference to Exhibit 10.23
of 3CI's report on Form 10-K filed January 14, 1997).
10.6 Exchange Agreement between 3CI and Waste Systems, Inc. dated
as of June 24, 1997 (incorporated by reference to Exhibit
10.12 of 3CI's registration statement on Form S-1 (No.
333-48499), filed March 24, 1998).
10.7 Stock Purchase and Note Modification Agreement between 3CI and
Waste Systems, Inc. dated as of February 19, 1998
(incorporated by reference to Exhibit 10.13 of 3CI's
registration statement on Form S-1 (No. 333-48499), filed
March 24, 1998).
10.8 Employment Agreement dated May 30, 1998, between 3CI and
Charles D. Crochet (incorporated by reference to Exhibit 10.9
of 3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
10.9 Agreement dated September 30, 1998 among 3CI, Waste Systems,
Inc. and Stericycle, Inc. regarding Section 203 of the
Delaware General Corporation Law. (incorporated by reference
to Exhibit 10.14 of 3CI's report on Form 10-K filed January
12, 1999.)
10.10 Form of Indemnification Agreement dated August 26, 1998
entered into between 3CI and Valerie Banner, David
Schoonmaker, Charles Crochet, Juergen Thomas, Dr. Werner Kook
and Dr. Clemens Pues. (incorporated by reference to Exhibit
10.15 of 3CI's report on Form 10-K filed January 12, 1999.)
10.11 Form of Indemnification Agreement dated June 3, 1999 entered
into between 3CI and Robert Waller
10.12 LaSalle National Leasing master lease agreement dated June 18,
1999 between LaSalle National Leasing as lessor and the
Company as lessee.
27.1* Financial Data Schedule
* Filed herewith
- -------------------
(b) REPORTS ON FORM 8-K - None
12
<PAGE> 13
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.
3CI COMPLETE COMPLIANCE
CORPORATION
(Registrant)
Dated: February 14, 1999
By: /s/ Charles D. Crochet
-----------------------------------
Charles D. Crochet
President
(Principal Executive Officer)
Dated: February 14, 1999
By: /s/ Curtis W. Crane
-----------------------------------
Curtis W. Crane, CPA
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer, Principal
Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1. Certificate of Incorporation as amended (incorporated by
reference to Exhibit 3(a) of 3CI's registration statement on
Form S-1 (No. 33-45632) effective April 14, 1992).
3.2. Amendment to 3CI's Certificate of Incorporation, as amended
effective June 13, 1995 (incorporated by reference to Exhibit
3.1 of 3CI's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995).
3.3. Amendment to 3CI's Certificate of Incorporation, as amended
effective March 23, 1998 (incorporated by reference to Exhibit
3.3 of 3CI's registration statement on Form S-1 (No.
333-48499), filed March 24, 1998).
3.4. Bylaws, effective May 14, 1995 (incorporated by reference to
Exhibit 3.2 of 3CI's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995).
3.5. Amendment of Bylaws effective October 1, 1998.
3.6. Certificate of Designations of 3CI's Series A Preferred Stock
without par value (incorporated by reference to Exhibit 3.6 of
3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
3.7. Certificate of Designations of 3CI's Series B Preferred Stock
without par value (incorporated by reference to Exhibit 3.7 of
3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
3.8. Certificate of Designations of 3CI's Series C Preferred Stock
without par value (incorporated by reference to Exhibit 3.8 of
3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
4.1. Warrant dated September 11, 1998, issued to Klein Bank as
escrow agent with respect to 11,061 shares of Common Stock.
4.2. Escrow Agreement dated March 6, 1998 between 3CI and Klein
Bank as escrow agent (incorporated by reference to Exhibit 4.7
of 3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
</TABLE>
11
<PAGE> 15
<TABLE>
<S> <C>
10.1 First Amendment to Escrow Agreement dated as of April 22,
1998, between 3CI and Klein Bank.
10.2 Amended and Restated Secured Promissory Note dated October 1,
1998, in the principal amount of $5,487,307.13 between 3CI and
Waste Systems, Inc.
10.3 Loan Agreement and Note Amendment dated December 18, 1998, by
3CI and Waste Systems, Inc.
10.4 1992 Stock Option Plan of 3CI (incorporated by reference to
Exhibit 10(m) of 3CI's registration statement on Form S-1 (No.
33-45632) effective April 14, 1992).
10.5 Settlement Agreement dated January 1996 between James
Shepherd, Michael Shepherd and Richard T. McElhannon as
Releassors, and the Company, Georg Rethmann, Dr. Herrmann
Niehues, Jurgen Thomas, Charles Crochet and Waste Systems,
Inc., as Releasees (incorporated by reference to Exhibit 10.23
of 3CI's report on Form 10-K filed January 14, 1997).
10.6 Exchange Agreement between 3CI and Waste Systems, Inc. dated
as of June 24, 1997 (incorporated by reference to Exhibit
10.12 of 3CI's registration statement on Form S-1 (No.
333-48499), filed March 24, 1998).
10.7 Stock Purchase and Note Modification Agreement between 3CI and
Waste Systems, Inc. dated as of February 19, 1998
(incorporated by reference to Exhibit 10.13 of 3CI's
registration statement on Form S-1 (No. 333-48499), filed
March 24, 1998).
10.8 Employment Agreement dated May 30, 1998, between 3CI and
Charles D. Crochet (incorporated by reference to Exhibit 10.9
of 3CI's registration statement on Form S-1 (No. 333-48499),
filed March 24, 1998).
10.9 Agreement dated September 30, 1998 among 3CI, Waste Systems,
Inc. and Stericycle, Inc. regarding Section 203 of the
Delaware General Corporation Law. (incorporated by reference
to Exhibit 10.14 of 3CI's report on Form 10-K filed January
12, 1999.)
10.10 Form of Indemnification Agreement dated August 26, 1998
entered into between 3CI and Valerie Banner, David
Schoonmaker, Charles Crochet, Juergen Thomas, Dr. Werner Kook
and Dr. Clemens Pues. (incorporated by reference to Exhibit
10.15 of 3CI's report on Form 10-K filed January 12, 1999.)
10.11 Form of Indemnification Agreement dated June 3, 1999 entered
into between 3CI and Robert Waller
10.12 LaSalle National Leasing master lease agreement dated June 18,
1999 between LaSalle National Leasing as lessor and the
Company as lessee.
27.1* Financial Data Schedule
* Filed herewith
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 122,265
<SECURITIES> 3,331,290
<RECEIVABLES> 0
<ALLOWANCES> 357,853
<INVENTORY> 90,456
<CURRENT-ASSETS> 3,589,258
<PP&E> 14,108,220
<DEPRECIATION> 5,613,755
<TOTAL-ASSETS> 12,556,734
<CURRENT-LIABILITIES> 7,957,792
<BONDS> 0
0
77,500
<COMMON> 92,329
<OTHER-SE> 4,429,113
<TOTAL-LIABILITY-AND-EQUITY> 12,556,734
<SALES> 4,215,002
<TOTAL-REVENUES> 4,215,002
<CGS> 2,772,253
<TOTAL-COSTS> 2,772,253
<OTHER-EXPENSES> 958,260
<LOSS-PROVISION> 50
<INTEREST-EXPENSE> 225,117
<INCOME-PRETAX> 259,322
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 259,322
<EPS-BASIC> .03
<EPS-DILUTED> .02
</TABLE>
