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. 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) Historical Pro Forma ---------------------------- ------------- December 31, September 30, September 30, 1996 1997 1997 -------- -------- -------- (Unaudited) (Unaudited) ASSETS 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 ======== ======== ======== The accompanying notes are an integral part of these financial statements. 2 3 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 3