<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 June 30, 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 August 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
Balance Sheets as of June 30, 2000 (unaudited) and
September 30, 1999....................................................... 3
Statements of Operations for the three and nine months ended
June 30, 2000 and 1999 (unaudited)....................................... 4
Statements of Cash Flows for the
nine months ended June 30, 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 ........................................................ 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
ITEM 1. FINANCIAL STATEMENTS
3CI COMPLETE COMPLIANCE CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, September 30,
2000 1999
(Unaudited)
------------- -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 348,304 $ 236,387
Accounts receivable, net allowances of $311,625 and $308,489
at June 30, 2000 and September 30, 1999, respectively 3,137,765 2,861,963
Inventory 114,517 91,460
Prepaid expenses 612,821 330,193
Other current assets 109,112 174,022
------------ ------------
Total current assets 4,322,720 3,694,025
------------ ------------
Property, plant and equipment, at cost 14,298,060 14,141,354
Accumulated depreciation (6,383,145) (5,321,419)
------------ ------------
Net property, plant and equipment 7,914,914 8,819,935
------------ ------------
Excess of cost over net assets acquired, net of accumulated amortization of
$177,738 and $140,988 at June 30, 2000 and September 30, 1999, respectively 379,493 416,243
Other intangible assets, net of accumulated amortization of $354,122 and
$298,209 at June 30, 2000 and September 30, 1999, respectively 18,639 74,552
Other assets 13,104 60,852
------------ ------------
Total assets $ 12,648,870 $ 13,065,607
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 407,111 $ 120,484
Current portion of long-term debt to unaffiliated lenders 478,895 739,401
Accounts payable 974,342 1,056,963
Accounts payable to affiliated companies 4,676 2,125
Accrued liabilities 964,847 904,609
Dividends Payable 497,550 -
Note payable majority shareholder 5,629,379 5,774,165
------------ ------------
Total current liabilities 8,956,799 8,597,747
------------ ------------
Long-term debt to unaffiliated lenders, net of current portion 806,037 1,120,241
------------ ------------
Total liabilities 9,762,836 9,717,988
------------ ------------
Shareholders' Equity:
Preferred stock, $0 .01 par value, authorized 16,050,000 shares;
issued and outstanding 7,750,000 at June 30, 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 June 30, 2000 and
September 30, 1999 92,329 92,329
Less cost of treasury stock 34,500 shares and 34,500 shares at
June 30, 2000 and September 30, 1999, respectively (51,595) (51,595)
Additional paid-in capital - common stock 20,283,324 20,283,324
Accumulated deficit (25,188,024) (24,726,439)
------------ ------------
Total shareholders' equity 2,886,034 3,347,619
------------ ------------
Total liabilities and shareholders' equity $ 12,648,870 $ 13,065,607
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
3CI COMPLETE COMPLIANCE CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, FOR THE NINE MONTHS ENDED JUNE 30,
2000 1999 2000 1999
----------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
Revenues $4,302,908 $4,457,973 $12,929,446 $13,568,396
Expenses:
Cost of services 3,087,853 3,183,389 8,861,923 9,628,364
Depreciation and amortization 428,303 432,820 1,272,753 1,324,198
Selling, general and
administrative expenses 725,766 717,532 1,928,819 2,202,055
---------- ---------- ----------- -----------
Income from operations 60,986 124,232 865,951 413,779
Other income (expense):
Interest expense (248,204) (225,940) (693,277) (681,986)
Other income (expense) (41,123) (43,422) (136,709) 639,477
---------- ---------- ----------- -----------
Income (loss) before income taxes (228,341) (145,130) 35,965 371,270
Income taxes - - - -
---------- ---------- ----------- -----------
Net income (loss) $ (228,341) $ (145,130) $ 35,965 $ 371,270
Dividends on preferred stock (497,550) - (497,550) -
========== ========== =========== ===========
Net Income (loss) applicable to
common shareholders $ (725,891) $ (145,130) $ (461,585) $ 371,270
========== ========== =========== ===========
Basic net income (loss) per common share $ (0.08) ($ .(0.02) $ (0.05) $ 0.04
========== ========== =========== ===========
Fully diluted earnings (loss) per share $ (0.08) ($ .(0.02) $ (0.05) $ 0.02
========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
3CI COMPLETE COMPLIANCE CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED JUNE 30,
2000 1999
----------------------------------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 35,965 $ 371,270
Adjustments to reconcile net income to net cash
provided by operating activities:
(Gain) loss on disposal of fixed assets 10,626 (819,976)
Depreciation and amortization 1,272,753 1,324,198
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable, net (275,802) 676,323
(Increase) decrease in inventory (23,057) 28,896
(Increase) decrease in prepaid expenses (282,628) 131,497
Decrease in other current assets and other assets 112,658 53,822
(Decrease) in accounts payable (82,621) (676,134)
Increase in accounts payable to affiliated companies 2,551 1,275
(Decrease) in accrued liabilities 60,238 (313,084)
---------- -----------
Total adjustments to net income 794,718 406,817
---------- -----------
Net cash provided by operating activities 830,683 778,087
---------- -----------
Cash flow from investing activities:
Proceeds from sale of property, plant and equipment 25,557 681,099
Purchase of property, plant and equipment (311,254) (511,581)
---------- -----------
Net cash provided by (used in) investing activities (285,697) 169,518
---------- -----------
Cash flow from financing activities:
Decrease in bank overdrafts - (666,834)
Proceeds from issuance notes payable 624,815 918,533
Principal reduction of notes payable (330,920) (964,979)
Purchase of treasury stock (11,261)
Proceeds from issuance of long-term debt to unaffiliated lenders 22,867 342,572
Reduction of long-term debt to unaffiliated lenders (604,844) (862,486)
Proceeds from issuance of note payable to majority shareholders - 1,732,579
Payment of note payable to majority shareholders (144,787) (1,137,545)
---------- -----------
Net cash used in financing activities (432,869) (64,421)
---------- -----------
Net increase in cash and cash equivalents 112,117 298,184
Cash and cash equivalents, beginning of period 236,387 -
---------- -----------
Cash and cash equivalents, end of period $ 348,504 $ 298,184
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
3CI COMPLETE COMPLIANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 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 $10 million. As a result of the transaction, WSI became a wholly owned
subsidiary of Stericycle. WSI owns 55.5% or 5,104,448 shares of the outstanding
common stock and 100% of the outstanding preferred stock of the Company.
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month and nine-month period ended
June 30, 2000 are not necessarily indicative of the results that may be expected
for the year ended September 30, 2000.
The balance sheet at September 30, 1999 has been derived from the
audited finacial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Registrant Company's annual report on Form
10-K for the year ended September 30, 1999.
(2) NET INCOME PER COMMON SHARE
The following table sets forth the computation of net income per common share:
<TABLE>
<CAPTION>
For the Three and Nine Months Ended June 30,
--------------------------------------------------------
2000 1999 2000 1999
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) ($ 228,341) ($ 145,130) $ 35,965 $ 371,270
Less preferred dividends (497,550) - (497,550) -
---------- ---------- ---------- -----------
Net income (loss) after preferred dividends (725,891) (145,130) (461,585) 371,270
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
---------- ---------- ---------- -----------
Denominator for diluted earnings per
share-adjusted-weighted averag shares
and assumed conversions 9,198,325 9,197,658 9,198,325 16,950,138
---------- ---------- ---------- -----------
Basic earnings (loss) per share $ (0.08) $ (0.02) $ (0.05) $ 0.04
---------- ---------- ---------- -----------
Diluted earnings loss per share $ (0.08) $ (0.02) $ (0.05) $ 0.02
---------- ---------- ---------- -----------
</TABLE>
6
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In the three and nine month period ended June 30, 2000, stock options
and warrants were not included in the net income per share computation because
they were anitdilutive.
(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 $333,695 had been utilized at June 30, 2000, and $1,000,000 for the
financing of machinery and equipment, of which $540,808 had been utilized as of
June 30, 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 $5,629,379 as of June 30, 2000. The Note bears interest at the
prime rate, which is currently 9.5%, plus 2.0%. The Company was 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.
As of June 30, 2000 the Company notified WSI that it anticipated that
it would fail to meet its net income requirement under the Note for the quarter
ended June 30, 2000. Accordingly, WSI and the Company amended and restated the
original note as of August 1, 2000. The Amended and Restated Promissory Note
(the Amended Note) which matures October 1, 2000 calls for interest to be paid
quarterly at 13% annual rate. In addition, in connection with the Amended Note
3CI will issue WSI warrants for the purchase up to 351,836 shares of 3CI Common
stock at an exercise price of $.20 per share. The warrants expire September 20,
2002. The Note was amended and restated pursuant to a waiver by WSI of all
existing events of default under the existing indebtedness. The Amended Note may
be renewed at maturity at terms to be negotiated contingent on the Company
achieving certain EBITDA covenants.
(4) PREFERRED STOCK
On June 1, 2000 the Board of Directors of American 3CI declared a
$0.0705 dividend on the series B preferred stock which totaled $493,500 and
represented the undeclared dividends accrued for the period from June 24, 1999
through April 30, 2000. The resolution called for the payment in cash from funds
of the Corporation legally available for the payment of dividends, as and when
the Board of Directors may direct by further resolution of the Board. In
addition to the dividends declared, undeclared dividends in arrears for the
series B preferred stock totaled $96,514.
Also on June 1, 2000 the Board of Directors declared a dividend of
$0.0054 for the Series C preferred stock totaling $4,050 and representing
dividends accrued for the period from April 6, 2000 to April 30, 2000. The
resolution called for payment in cash from funds legally available for the
payment of dividends, as and when the Board of Directors may direct by further
resolution of the Board. In
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<PAGE> 8
addition to the dividends declared, undeclared dividends in arrears for the
series C preferred stock totaled $10,341.
(5) 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.
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 NINE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $ 4,303 $ 4,458 $12,929 $13,568
Cost of services (3,088) (3,183) (8,863) (9,628)
Depreciation and amortization (428) (433) (1,273) (1,324)
Selling, general and administrative (726) (718) (1,928) (2,202)
------- ------- ------- -------
Net income from operations 61 124 866 414
------- ------- ------- -------
Interest expense (248) (226) (693) (682)
Other income (expense) net (41) (43) (137) 639
------- ------- ------- -------
Net loss $ (228) $ (145) $ 36 $371
======= ======= ======= =======
EBITDA* $ 448 $ 514 $ 2,002 $ 2,377
======= ======= ======= =======
</TABLE>
8
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* 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 JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999:
REVENUES decreased by approximately $155,000 or approximately 3.5%, to
$4,302,908 during the three months period ended June 30, 2000, from $4,457,973
for the three-month period ended June 30, 1999. The reduction was primarily
attributable to declining pricing across the Company's customer base.
COST OF SERVICES decreased approximately $96,000 or 3.0%, to approximately
$3,087,853 during the three months ended June 30, 2000, compared to
approximately $3,183,389 for the three month period ended June 30, 2000. The
decrease in cost of services, is attributable to lower packaging and container
costs, lower transportation costs and lower external processing fees. Cost of
revenues as a percentage of revenues increased to 71.8% during the three months
ended June 30, 2000 as compared to 71.4% during the three months ended June 30,
1999.
DEPRECIATION AND AMORTIZATION expense decreased to $428,303 for the three months
ended June 30, 2000, from $432,820 for the three months ended June 30, 2000. The
decrease was related to certain assets becoming fully depreciated.
SELLING, GENERAL AND ADMINISTRATIVE expenses increased to $725,766 during the
three months ended June 30, 2000, from $717,532 during the three months ended
June 30, 1999. This increase of $8,234, or 1%, is primarily attributable to an
increase in professional fees offset by reductions in various administrative
expenses and advertising costs. Selling, general and administrative expenses
increased as a percentage of revenue to 16.9% for the three months ended June
30, 2000, as compared to 16.1% for the three months ended June 30, 1999.
INTEREST EXPENSE increased by $22,264 or 9.9%, to $248,204 during the three
months ended June 30, 2000, as compared to $225,940 for the three months ended
June 30, 1999. The increase was primarily due to increased loan commitment fees
and the prime rate based variable interest rate related to the promissory note
with WSI.
EBITDA for the three months ended June 30, 2000 totaled $448,166 or 10.4% of
revenue. This reflected a decrease of approximately $65,464 or 12.7% from the
similar period for 1999 which totaled $513,630 or 11.5% of revenue. This
decrease is primarily attributable to the reduction in revenue and stable costs
described above.
NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO NINE MONTHS ENDED JUNE 30, 1999:
REVENUES decreased by $638,950, or 4.7%, to $12,929,446 during the nine months
period ended June 30, 2000, from $13,568,396 for the nine month period ended
June 30, 1999. This decrease is primarily a result of the Company selling off
certain routes in its Oklahoma territory in 1999. Net of the sale of routes in
Oklahoma in February 1999, revenues decreased by $81,801 or less than 1%.
COST OF SERVICES decreased $766,441, or 8.0%, to $8,861,923 during the nine
months ended June 30, 2000 compared to $9,628,364 for the nine month period
ended June 30, 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. Net of the effect of the sale of the Oklahoma routes cost of services
decreased 3.5%. Cost of Services as a percentage of revenues decreased to 68.5%
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during the nine months ended June 30, 2000, as compared to 71.0% during the nine
months ended June 30, 1999.
DEPRECIATION AND AMORTIZATION expense decreased to $1,272,753 for the nine
months ended June 30, 2000, from $1,324,198 for the nine months ended June 30,
1999. The decrease was related to certain assets becoming fully depreciated.
SELLING, GENERAL AND ADMINISTRATIVE expenses decreased 12.4 % or $273,236 to
$1,928,819 or 14.9% of revenue during the nine months ended June 30, 2000, from
$2,202,055 or 16.2% of revenue during the nine months ended June 30, 1999. The
decrease was primarily attributable to a one-time benefit from the settlement of
an insurance claim for $200,000 in 2000. Exclusive of this benefit the selling,
general and administrative expenses decreased by $73,236, or 3.3%, as a result
of the reduction in various sales and administrative expenses.
INTEREST EXPENSE increased by $11,291 or 1.7% to $693,277 during the nine months
ended June 30, 2000 as compared to $681,986 during the nine months ended June
30, 1999. The increase was primarily due to higher loan commitment fees and an
increase in the interest rate for the WSI promissory note, which is variable and
tied to the prime rate.
EBITDA for the nine months ended June 30, 2000 totaled $2,001,995 or 15.5% of
revenue. This reflected a decreased of $375,459 or 15.8% from the similar period
for 1999 which totaled $2,377,454 or 17.5% of revenue. 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 benefit of an insurance
settlement totaling $200,000 received in the nine month period ended June 30,
2000 and adjusted for the sale of certain customer routes in Oklahoma, EBITDA
for the nine month period increased by $310,774 or 13.1%. This increase is
primarily due to the reduction in cost and expenses and increased income from
operations described above.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had net working capital, exclusive of the
note payable to its majority shareholder, of $995,300 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 $124,857 is related
to increases in accounts receivable and prepaid assets.
Net cash provided by operating activities was $830,683 during the nine
month period ended June 30, 2000, compared to $778,087 for the nine-month period
ended June 30, 1999. This increase reflects a one-time benefit from the
settlement of an insurance claim for $200,000 during the period ended June 30,
2000, net of a gain on the sale of certain routes in Oklahoma during the period
ended June 30, 1999 which totaled $819,976.
Net cash used in investing activities for the nine months ended
June 30, 2000, was $285,697 compared to $169,518 provided by investing
activities during the similar period for 1999 which included $681,099 in
proceeds from the sale of assets. During the nine months ended June 30, 2000,
the Company invested $311,254 for purchases of transportation and other
equipment, computer equipment and software.
Net cash used in financing activities was $432,869 during the nine
month period ended June 30, 2000, as compared to net cash used in financing
activities of $649,421 during the nine month period
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ended June 30, 1999. The difference is primarily the result of repayment of
notes payable, the repayment of notes payable to the majority shareholder and
the repayment of long term debt.
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
<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).
</TABLE>
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EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
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).
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>
-------------------
(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: August 14, 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).
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
