UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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SEC FILE NUMBER: 000-32855
CUSIP NUMBER: 891019101
NOTIFICATION OF LATE FILING
(Check one): [x]Form 10-K [ ]Form 20-F [ ]Form 11-K
[ ]Form 10-Q [ ]Form N-SAR [ ]Form N-CSR
For Period Ended: December 31, 2003
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:__________________
Read Instruction (on back page) Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified an information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
N/A
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PART I - REGISTRATION INFORMATION
Torch Offshore, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
401 Whitney Avenue, Suite 400
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Address of Principal Executive Office (Street and Number)
Gretna, Louisiana 70056
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
[x] (a) The reason described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense.
[x] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-
Q, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Torch Offshore, Inc. (the "Company") is filing this Form 12b-25
in respect of its annual report on Form 10-K for the year ended
December 31, 2003 because it needs additional time to complete
its financial statements. In particular, the resolution of
certain contractual claims and financing matters related to the
conversion of the Midnight Express will materially affect the
Notes to the financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations,
including the Company's financial condition and liquidity, to be
included in the Company's Annual Report on Form 10-K for the
fiscal year ending December 31, 2003. Because the Company's
financial statements have not been completed to reflect the
impact of these material events in process, the examination by
our independent auditors has not been completed. The Company
anticipates that these matters will be resolved before the
Company's Form 10-K must be filed pursuant to the extended
filing date afforded by Rule 12b-25 under the Securities
Exchange Act of 1934, as amended, and the financial statements
to be included in the Company's 2003 Form 10-K are expected
to include relevant disclosures concerning the status of these
matters including the expected impact on the Company's future
financial condition and liquidity. Due to the additional time
required to complete these financial statements, the Company
could not file its 2003 Form 10-K in a timely manner without
unreasonable effort or expense. The Company expects to file its
2003 Form 10-K on or before April 14, 2004.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Robert E. Fulton (504) 367-7030
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the Registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
Yes [x] No [ ]
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
Yes [x] No [ ]
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
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Torch Offshore, Inc.
________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date March 30, 2004 By /s/ Robert E. Fulton
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Robert E. Fulton
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of
the Registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the Registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the Registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
ATTACHMENT
As previously announced, the net loss for the fourth quarter of
2003 is estimated to be in a range of $6.8 million to $7.5
million. This is a significant change in net results as compared
to the fourth quarter of 2002 that generated net income of $0.5
million. This will also result in a significant change in the
Company's results from the 2002 fiscal year. Lower than expected
utilization of the Company's vessels combined with a very
competitive pricing market in the Gulf of Mexico negatively
impacted the Company's quarterly revenues and gross margin. In
addition, several significant charges are expected to be included
in the fourth quarter 2003 financial results. The Company expects
to record a $1.6 million (pre-tax) asset impairment charge and to
take additional charges of $2.6 million (pre-tax) relating to
claims and settlements for work completed in prior periods. The
net loss for the fourth quarter of 2003 is also expected to be
negatively impacted by approximately $1.3 million in reduced
deferred tax benefits as the Company plans to establish a
valuation allowance limiting a portion of the tax benefits that
would otherwise result from the Company's operating losses
associated with fourth quarter operations.