TRANSCOASTAL MARINE SERVICES INC
10-Q/A, 1997-12-29
OIL & GAS FIELD SERVICES, NEC
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<PAGE>   1


                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1
                                      
                                      TO

                                   FORM 10-Q

                                      ON
                                      
                                  FORM 10Q/A


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
       SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       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 000-23225

                       TRANSCOASTAL MARINE SERVICES, INC.
             (Exact Name of registrant as specified in its charter)

        DELAWARE                                   72-1353528
(State Or Other Jurisdiction of                 (I.R.S. Employer
 Incorporation of Organization)                 Identification No.)

                3535 BRIARPARK, SUITE 210, HOUSTON, TEXAS 77042
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (713) 784-7429
              (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 [   ]         No [ X ]*

     *The Registrant became subject to the reporting requirements of Section 13
of the Securities Act of 1934 on October 29, 1997.

     The number of shares of Common Stock of the registrant, par value $.001
per share, outstanding at December 12, 1997 was 9,148,441.



<PAGE>   2

        The Company hereby amends and restates the following portion of the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
1997:

        1.   "Part I - Financial Information, Item 1 - Financial Statements" is
hereby amended to correct a misprinted number for Other Assets in the Historical
September 30, 1997 column in the Combined Balance Sheet from "90" to "890" as
shown below:

                       TRANSCOASTAL MARINE SERVICES, INC.
                            COMBINED BALANCE SHEETS
                       (In Thousands, Except Share Data)


<TABLE>
<CAPTION>
                                                                        Historical               Pro Forma
                                                              ----------------------------     -------------
                                                              December 31,    September 30,    September 30, 
                                                                 1996             1997             1997
                                                               --------         --------         --------
                                                                               (Unaudited)      (Unaudited)
                             ASSETS
<S>                                                         <C>             <C>               <C>     
CURRENT ASSETS:
   Cash and cash equivalents                                   $  1,117        $  1,113        $  7,660
   Accounts receivables, net                                      1,418           5,864          15,372
   Costs and estimated earnings in excess of billings on
     uncompleted contracts                                           --           2,440           4,064
   Inventory                                                        243             460             460
   Available-for-sale securities, at fair value                   1,603             128             128
   Other                                                            861             644           1,638
                                                               --------        --------        --------

          Total current assets                                    5,242          10,649          29,322

PROPERTY AND EQUIPMENT, net                                       2,956           4,048          63,816

GOODWILL                                                             --              --          66,465

OTHER                                                               958             890           3,599
                                                               --------        --------        --------

          Total assets                                         $  9,156        $ 15,587        $163,202
                                                               ========        ========        ========

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                    $    760        $  3,356        $ 15,220
   Notes payable and current maturities of long-term debt           229           1,399           2,460
   Payable to founding stockholders                                 450              --              --
   Billings in excess of costs and estimated earnings on
     uncompleted contracts                                           --              54             270
                                                               --------        --------        --------
Total current liabilities                                         1,439             809          17,950
                                                               --------        --------        --------
LONG-TERM DEBT                                                       --              --          12,700

DEFERRED INCOME TAXES                                                --              --          17,283
                                                               --------        --------        --------
          Total liabilities                                       1,439           4,809          47,933
                                                               --------        --------        --------
STOCKHOLDERS' EQUITY:
   Common stock                                                       1               1               9
   Additional paid-in capital                                       122             122         106,540
   Retained earnings                                              7,275          10,619           8,684
   Net unrealized gain on available-for-sale securities             319              36              36
                                                               --------        --------        --------
          Total stockholders' equity                              7,717          10,778         115,269
                                                               --------        --------        --------

          Total liabilities and stockholders' equity           $  9,156        $ 15,587        $163,202
                                                               ========        ========        ========
</TABLE>


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


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                                   SIGNATURE


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.

                                     TransCoastal Marine Services, Inc.

Dated:  December 29, 1997            
                                     
                                     By:  /s/ JOHNNIE W. DOMINGUE
                                        --------------------------------  
                                              Johnnie W. Domingue
                                              Authorized Officer 
                                              and Principal Financial
                                              Officer


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