SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 26, 2002
HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13071 76-0625124
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
12001 North Houston Rosslyn 77086
Houston, Texas 77086 (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (281) 447-8787
Item 5. Other Events.
Hanover Compressor (NYSE: HC) today announced that as a result of its
transaction and accounting review, and with the concurrence of its outside
auditor, it will restate its financial results for the year ended December 31,
2000 and the nine months ended September 30, 2001 to reflect changes in its
accounting treatment for certain transactions.
The Company expects to restate $37.7 million of the total $603.8 million of
revenues and approximately $7.5 million of the $58.7 million of net income for
the year ended December 31, 2000. The restatement is expected to reduce
Hanover's total fully diluted per share earnings of $0.88 for the year ended
December 31, 2000 by approximately $0.11.
The Company expects to restate $25.1 million of the total $781.6 million in
revenues and approximately $1.4 million of the $64.5 million of net income for
the nine months ended September 30, 2001. The restatement is expected to reduce
Hanover's total fully diluted per share earnings of $0.86 for the nine months
ended September 30, 2001 by approximately $0.02.
The transactions involved in the restatement are the Cawthorne Channel
project in Nigeria, initially conducted through the Hampton Roads joint venture,
Hanover's acquisition of two compressors in a non-monetary exchange transaction,
its sale of three turbine engines and a compressor sale transaction. The
restatement relating to Cawthorne Channel will result in a reduction of $16.0
million of revenue and $2.8 million of net income for the year ended December
31, 2000 and a reduction of $3.6 million of revenue and $0.7 million of net
income for the nine months ended September 30, 2001. The restatement relating to
the other transactions will result in a reduction of $21.7 million of revenue
and $4.7 million of net income for the year ended December 31, 2000 and a
reduction of $21.5 million of revenue and $0.7 million of net income for the
nine months ended September 30, 2001.
The Company also said the Fort Worth District Office of the Securities and
Exchange Commission has requested information relating to the Hampton Roads
joint venture. Hanover is cooperating fully with the SEC's request.
The Company will host a conference call at 2:00 p.m. ET, Tuesday, February
26, to discuss these matters and other recent corporate developments. To access
the call, participants should dial 913-981-4912 at least 10 minutes before the
scheduled start time. For those unable to participate on the call, a replay will
be available from 5:00 p.m. (ET) on Tuesday, February 26, until midnight,
Friday, March 8. To listen to the replay, please call (719) 457-0820. The access
code for the call is 439591.
A copy of the press release issued by Hanover with respect to these matters
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release, issued February 26, 2002
SIGNATURES
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 hereunto duly authorized.
HANOVER COMPRESSOR COMPANY
Date: February 26, 2002 By: /s/ Michael J. McGhan
------------------------------
Name: Michael J. McGhan
Title: President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Press Release, issued February 26, 2002