COMPASS INTERNATIONAL SERVICES CORP
10-Q/A, 1998-12-01
MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998

                                       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 000-23217

                   COMPASS INTERNATIONAL SERVICES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            DELAWARE                                            22-3540815
 (STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                             IDENTIFICATION NO.)

                                 ONE PENN PLAZA
                                   SUITE 4430
                            NEW YORK, NEW YORK 10119
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (212) 967-7770
              (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:


13,781,506 Shares of Common Stock, par value $.01 per share, at November 30,
1998


<PAGE>   2
Part I.    Financial Information

       Item 1.    Financial Statements 

       The Registrant hereby amends Item 1 of its quarterly report on Form 10-Q
for the quarter ended September 30, 1998 filed November 16, 1998 in order to
correct a typographical error in the line item "Other non-current liabilities"
in the balance sheet.


                   COMPASS INTERNATIONAL SERVICES CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              December 31,          September 30,
                                                                  1997                  1998
                                                                (Audited)            (Unaudited)
                                                                ---------            -----------

         ASSETS
<S>                                                                 <C>                 <C>     
Current Assets
  Cash and cash equivalents                                         $    -              $  9,370
  Trade and other receivables, less
    allowance of $432 at September 30, 1998                              -                23,704
  Inventory                                                              -                 1,244
  Postage on hand                                                        -                 2,759
  Prepaid expenses and other current assets                              -                 2,390
                                                                    ------              --------
         Total current assets                                            -                39,467

Deferred offering costs                                              3,942                     -
Property and equipment, net                                              -                15,715
Goodwill, net of accumulated amortization
    of $1,335 at September 30, 1998                                      -               116,634
Other assets                                                             -                   572
                                                                    ------              --------

         Total assets                                               $3,942              $172,388
                                                                    ======              ========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Short term debt                                                   $1,045              $  7,547
  Accounts payable and accrued expenses                              2,747                13,739
  Collections due to clients                                             -                 4,525
  Postage advances and deposits                                          -                 3,396
  Income taxes payable                                                   -                   196
  Capital lease obligations                                              -                   879
                                                                    ------              --------
         Total current liabilities                                   3,792                30,282

Long-term debt                                                           -                47,083
Capital lease obligations                                                -                 1,238
Other non-current liabilities                                            -                   635
                                                                    ------              --------
         Total liabilities                                           3,792                79,238
                                                                    ------              --------

Stockholders' equity:
  Preferred stock, 10,000,000 shares authorized,
    no shares issued or outstanding                                      -                     -
  Common Stock: 50,000,000 share authorized,
    $.01 par value, 1,682,769 and 13,781,506 shares
    issued and outstanding at December 31, 1997
    and September 30, 1998, respectively                                17                   138
  Additional paid-in capital                                           133                84,844
  Retained earnings                                                      -                 8,168
                                                                    ------              --------
         Total stockholders' equity                                    150                93,150
                                                                    ------              --------

         Total liabilities and stockholders' equity                 $3,942              $172,388
                                                                    ======              ========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements


<PAGE>   3



                                   SIGNATURES

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



                                      COMPASS INTERNATIONAL SERVICES CORPORATION






Dated: December 1, 1998              By: /s/ Michael J. Cunningham
                                         -------------------------
                                         Michael J. Cunningham
                                         Chairman of the Board






Dated: December 1, 1998             By: /s/ Mahmud Haq
                                        --------------
                                        Mahmud Haq
                                        Chief Executive Officer






Dated: December 1, 1998             By: /s/ Leeds Hackett
                                        -----------------
                                        Leeds Hackett
                                        Chief Financial Officer





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