<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
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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