<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 March 31, 2000
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
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 May 11, 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
Balance Sheets as of
March 31, 2000 (unaudited) and September 30, 1999....................... 3
Statements of Operations for the three and six months ended
March 31, 2000 and 1999 (unaudited).................................... 4
Statements of Cash Flows for the
six months ended March 31, 2000 and
1999 (unaudited)....................................................... 5
Notes to 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 ........................................................ 10
Item 2. Changes in Securities...................................................... 10
Item 3. Defaults Upon Senior Securities............................................ 10
Item 4. Submission of Matters to a Vote
Of Security Holders..................................................... 10
Item 5. Other Information ........................................................ 10
Item 6. Exhibits and Reports on Form 8-K........................................... 10
SIGNATURES.................................................................................. 13
</TABLE>
2
<PAGE> 3
3CI COMPLETE COMPLIANCE CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, September 30,
2000 1999
(Unaudited)
------------ ------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 42,479 $ 236,387
Accounts receivable, net allowances of $308,389 and $308,489
at March 31, 2000 and September 30, 1999, respectively 3,342,672 2,861,963
Inventory 97,002 91,460
Prepaid expenses 705,615 330,193
Other current assets 138,423 174,022
------------ ------------
Total current assets 4,326,191 3,694,025
------------ ------------
Property, plant and equipment, at cost 14,205,997 14,141,354
Accumulated depreciation (5,997,800) (5,321,419)
------------ ------------
Net property, plant and equipment 8,208,197 8,819,935
------------ ------------
Excess of cost over net assets acquired, net of accumulated amortization of
$165,488 and $140,988 at March 31, 2000 and September 30, 1999, respectively 391,743 416,243
Other intangible assets, net of accumulated amortization of $335,485 and
$298,209 at March 31, 2000 and September 30, 1999, respectively 37,276 74,552
Other assets 13,104 60,852
------------ ------------
Total assets $ 12,976,511 $ 13,065,607
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable 537,820 120,484
Current portion of long-term debt to unaffiliated lenders 556,839 739,401
Accounts payable 949,156 1,056,963
Accounts payable to affiliated companies 3,826 2,125
Accrued liabilities 786,697 904,609
Note payable majority shareholder 5,629,379 5,774,165
------------ ------------
Total current liabilities 8,463,717 8,597,747
------------ ------------
Long-term debt unaffiliated lenders, net of current portion 900,870 1,120,241
------------ ------------
Total liabilities 9,364,587 9,717,988
------------ ------------
Shareholders' Equity:
Preferred stock, $0 .01 par value, authorized 16,050,000 shares;
issued and outstanding 7,750,000 at March 31, 2000 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 March 31, 2000 and
September 30, 1999 92,329 92,329
Less cost of treasury stock 34,500 shares and 34,500 shares at
March 31, 2000 and September 30, 1999, respectively (51,595) (51,595)
Additional Paid-in capital - common stock 20,283,324 20,283,324
Accumulated deficit (24,462,134) (24,726,439)
------------ ------------
Total shareholders' equity 3,611,924 3,347,619
------------ ------------
Total liabilities and shareholders' equity $ 12,976,511 $ 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 March 31, For the six months ended March 31,
2000 1999 2000 1999
----------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
Revenues $ 4,411,536 $ 4,384,323 $ 8,626,537 $ 9,110,494
Expenses:
Cost of services 3,001,820 3,090,635 5,774,072 6,444,973
Depreciation and amortization 424,784 446,151 844,450 891,375
Selling, general and administrative expenses 709,653 751,839 1,203,050 1,484,525
------------ ------------ ------------ ------------
Income from operations 275,279 95,698 804,965 289,621
Other income (expense):
Interest expense (219,955) (227,846) (445,073) (456,053)
Other income (expense) (50,339) 754,804 (95,587) 682,898
------------ ------------ ------------ ------------
Income before income taxes 4,985 622,656 264,305 516,466
Income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income $ 4,985 $ 622,656 $ 264,305 $ 516,466
============ ============ ============ ============
Basic earnings per share:
Basic net income per share $ 0.01 $ 0.07 $ 0.03 $ 0.06
============ ============ ============ ============
Diluted earnings per share:
Diluted net income per share $ 0.01 $ 0.04 $ 0.02 $ 0.03
============ ============ ============ ============
</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 six months ended March 31,
2000 1999
------------- -------------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 264,305 $ 516,466
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
(Gain) loss on disposal of fixed assets 10,737 (811,154)
Depreciation and amortization 844,450 891,375
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable, net (480,710) 548,717
(Increase) decrease in inventory (5,541) 24,222
(Increase) decrease in prepaid expenses (375,422) (132,182)
Decrease in other current assets and other assets 83,346 18,112
(Decrease) in accounts payable (107,808) (528,636)
Increase (decrease) in accounts payable, affiliated companies 1,701 (463,406)
(Decrease) in accrued liabilities (117,912) (77,642)
------------- -------------
Total adjustments to net income (147,159) (530,594)
------------- -------------
Net cash provided by (used in) operating activities 117,146 (14,128)
------------- -------------
Cash flow from investing activities:
Proceeds from sale of property, plant and equipment 27,839 672,250
Purchase of property, plant and equipment (209,513) (487,332)
------------- -------------
Net cash used in investing activities (181,674) 184,918
------------- -------------
Cash flow from financing activities:
Decrease in bank overdrafts -- (666,834)
Proceeds from issuance notes payable 592,171 755,621
Principal reduction of notes payable (174,834) (491,600)
Purchase of treasury stock -- (11,261)
Proceeds from issuance of long-term debt, unaffiliated lenders 22,867 319,747
Reduction of long-term debt, unaffiliated lenders (424,798) (663,563)
Proceeds from issuance of note payable to majority shareholders 1,526,371
Reduction of note payable to majority shareholders (144,786) (594,197)
------------- -------------
Net cash (used in) provided by financing activities (129,380) 174,284
------------- -------------
Net increase (decrease) in cash and cash equivalents (193,908) 345,074
------------- -------------
Cash and cash equivalents, beginning of period 236,387 --
------------- -------------
Cash and cash equivalents, end of period $ 42,479 $ 345,074
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
3CI COMPLETE COMPLIANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(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 southern 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 and six-month period ended
March 31, 2000 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 PER COMMON SHARE
The following table sets forth the computation of net income per common
share:
<TABLE>
<CAPTION>
FOR THE THREE AND SIX MONTHS ENDED,
---------------------------------------------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Numerator:
Net income $ 4,985 $ 622,656 $ 264,305 $ 516,466
------------ ------------ ------------ ------------
Denominator:
Denominator for basic earnings per share
--weighted average shares 9,198,325 9,197,658 9,198,325 9,200,138
------------ ------------ ------------ ------------
Effect of dilutive securities:
Preferred shares 7,750,000 7,750,000 7,750,000 7,750,000
------------ ------------ ------------ ------------
Denominator for diluted earnings per share-adjusted
Weighted average shares and assumed conversions 16,948,325 16,947,658 16,948,325 16,950,138
------------ ------------ ------------ ------------
Basics earnings per share $ 0.01 $ 0.07 $ 0.03 $ 0.06
------------ ------------ ------------ ------------
Diluted earnings per share $ 0.01 $ 0.04 $ 0.02 $ 0.03
------------ ------------ ------------ ------------
</TABLE>
6
<PAGE> 7
In the three and six month period ended March 31, 2000, stock options and
warrants were not included in the net income per share computation 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 March 31, 2000, and $1,000,000 for the
financing of machinery and equipment, of which $578,742 had been utilized as of
March 31, 2000. This agreement is guaranteed by Stericycle, Inc.
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 March 31, 2000. The Note bears interest at the prime rate,
which is currently 9.0%, 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.
The Company has exercised options to extend the note maturity to a date not
later than September 30, 2000.
The Company has obtained and is evaluating proposals from third parties
related to the refinancing and extension of the existing note payable. The
Company is also in discussions with WSI concerning refinancing the note. 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 southern 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 ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $ 4,412 $ 4,384 $ 8,627 $ 9,110
Cost of services (3,002) (3,091) (5,774) (6,445)
Depreciation and amortization (425) (446) (844) (891)
Selling, general and administrative (710) (751) (1,203) (1,485)
---------- ---------- ---------- ----------
Net income from operations 275 96 806 289
---------- ---------- ---------- ----------
Interest expense (220) (228) (445) (456)
Other income (expense) net (50) 754 (96) 683
---------- ---------- ---------- ----------
Net income $ 5 $ 622 $ 265 $ 517
========== ========== ========== ==========
EBITDA* $ 650 $ 1,296 $ 1,554 $ 1,864
========== ========== ========== ==========
</TABLE>
* EBITDA is calculated as the sum of the net income, plus net interest expense,
income tax expense, depreciation expense, and amortization expense, to the
extent deducted in calculating net income.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999:
REVENUES increased by $27,213, or approximately 1.0%, to $4,411,536 during the
three months period ended March 31, 2000, from $4,384,323 for the three-month
period ended March 31, 1999. In January 1999, the Company sold certain routes in
its Oklahoma territory. Net of this sale, revenue increased approximately
$178,000, or 4.2%. This increase reflected the addition of certain high volume
hospital accounts.
COST OF SERVICES decreased $88,815 or 2.9%, to $3,001,820 during the three
months ended March 31, 2000, compared to $3,090,635 for the three month period
ended March 31, 1999. 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 to the reduction of the Company's
packaging and container costs, lowered transportation costs and external
processing fees. Cost of revenues as a percentage of revenues decreased to 68.0%
during the three months ended March 31, 2000 as compared to 70.5% during the
three months ended March 31, 1999.
8
<PAGE> 9
DEPRECIATION AND AMORTIZATION expense decreased to $424,784 for the three months
ended March 31, 2000, from $446,151 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 $709,653 during the
three months ended March 31, 2000, from $751,839 during the three months ended
March 31, 1999. This decrease of $42,186, or 5.6%, is primarily attributable to
a reduction in various administrative expenses and advertising costs. Selling,
general and administrative expenses decreased as a percentage of revenue to
16.1% for the three months ended March 31, 2000, as compared to 17.1% for the
three months ended March 31, 1999.
INTEREST EXPENSE decreased by $7,891 or 3.5%, to $219,955 during the three
months ended March 31, 2000, as compared to $227,846 for the months period ended
March 31, 1999.
EBITDA for the three months ended March 31, 2000 totaled $649,724. This
reflected a decrease of approximately $646,929 from the similar period for 1999.
This decrease is primarily attributable to the sale of certain customer routes
in the Company's Oklahoma territory during 1999 resulting in a gain. The change
in EBITDA net of the sale of routes resulted in a increase of $164,225 or 33.8%.
This increase is primarily due to the improvements in costs and expenses
outlined above.
SIX MONTHS ENDED MARCH 31, 2000 COMPARED TO SIX MONTHS ENDED MARCH 31, 1999:
REVENUES decreased by $483,957, or 5.3%, to $8,626,537 during the six months
period ended March 31 2000, from $9,110,494 for the six month period ended March
31, 1999. This decrease is primarily a result of the Company selling off certain
routes in its Oklahoma territory in 1999. Net of the sell in February 1999,
revenues increased by $59,032 or 1%.
COST OF SERVICES decreased $670,901, or 10.4%, to $5,774,072 during the six
months ended March 31, 2000 compared to $6,444,973 for the six month period
ended March 31, 1999. The reasons for the decrease were primarily the result of
the Company selling certain routes in its Oklahoma territory. The decrease in
cost of services, is also attributable to the reduction of the Company's
packaging and container costs, transportation costs and external processing
fees. Cost of revenues as a percentage of revenues decreased to 66.9% during the
six months ended March 31, 2000, as compared to 70.7% during the six months
ended March 31, 1999.
DEPRECIATION AND AMORTIZATION expense decreased to $844,450 for the six months
ended March 31, 2000, from $891,375 for the six months ended March 31, 1999. The
decrease was related to certain assets becoming fully depreciated.
SELLING, GENERAL AND ADMINISTRATIVE expenses decreased to $1,203,050 during the
six months ended March 31, 2000, from $1,484,525 during the six months ended
March 31, 1999. The decrease was primarily attributable to a one-time benefit
during 2000, from the settlement of an insurance claim for $200,000. Exclusive
of this benefit the selling, general and administrative expenses decreased by
$81,475, or 5.5%, as a result of reduced professional and legal fees. Exclusive
of the one-time insurance benefit, selling, general and administrative expenses
remained constant at 16.3% for both the six month periods ended March 31, 1999
and 2000.
INTEREST EXPENSE decreased by $10,980 or 2.4% to $445,073 during the six months
ended March 31, 2000 as compared to $456,053 during the six months ended March
31, 1999.
EBITDA for the six months ended March 31, 2000 totaled $1,553,828. This
reflected a decreased of approximately $310,066 from the similar period for
1999. This decrease is primarily due to the sale of certain customer routes in
the Company's Oklahoma territory during 1999. Adjusted for a one-time
9
<PAGE> 10
benefit of an insurance settlement totaling $200,000 received in the six month
period ended March 31, 2000 and adjusted for the sale of certain customer routes
in Oklahoma, EBITDA for the six month period increased by $299,542 or 28.4%.
This increase is primarily due to the improvements in costs and expenses
outlined above.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had net working capital, exclusive of the
note payable to its majority shareholder, of $1,491,853 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 $621,410
is related to increase in accounts receivable and prepaid assets.
Net cash provided by operating activities was $117,149 during the six-month
period ended March 31, 2000, compared to net cash used in operations of $14,128
for the six-month period ended March 31, 1999. 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 during the period
ended March 31, 2000.
Net cash used in investing activities for the six months ended March 31,
2000, was $181,674. During the first two quarters of the fiscal year ending
September 30, 2000, the Company invested $209,513 for purchases of
transportation equipment, computer equipment and software.
Net cash used in financing activities was $129,383 during the six month
period ended March 31, 2000, as compared to net cash provided from financing
activities of $174,284 during the six month period ended March 31, 1999. The
difference is primarily the result of repayment of notes payable, long term debt
and reduced borrowings.
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 -
10
<PAGE> 11
INDEX TO EXHIBITS
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<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 Form10-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).
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).
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C>
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
</TABLE>
* 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: May 11, 2000
By: /s/ Charles D. Crochet
--------------------------------------
Charles D. Crochet
President
(Principal Executive Officer)
Dated: May 11, 2000
By: /s/ Curtis W. Crane
--------------------------------------
Curtis W. Crane, CPA
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer, and
Principal Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<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 Form10-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).
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).
</TABLE>
<PAGE> 15
<TABLE>
<S> <C>
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
</TABLE>
* Filed herewith
- -------------------
(b) REPORTS ON FORM 8-K - None
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 42,479
<SECURITIES> 0
<RECEIVABLES> 3,651,061
<ALLOWANCES> 308,389
<INVENTORY> 97,002
<CURRENT-ASSETS> 4,326,191
<PP&E> 14,205,997
<DEPRECIATION> 5,997,800
<TOTAL-ASSETS> 12,976,511
<CURRENT-LIABILITIES> 8,463,717
<BONDS> 0
0
77,500
<COMMON> 92,329
<OTHER-SE> 3,442,095
<TOTAL-LIABILITY-AND-EQUITY> 12,976,511
<SALES> 8,626,537
<TOTAL-REVENUES> 8,626,537
<CGS> 0
<TOTAL-COSTS> 5,774,072
<OTHER-EXPENSES> 2,143,087
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 445,073
<INCOME-PRETAX> 264,305
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 264,305
<EPS-BASIC> .03
<EPS-DILUTED> .02
</TABLE>
