0000899243-01-501640.txt : 20011112
0000899243-01-501640.hdr.sgml : 20011112
ACCESSION NUMBER: 0000899243-01-501640
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011102
ITEM INFORMATION: Other events
FILED AS OF DATE: 20011105
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: HANOVER COMPRESSOR CO /
CENTRAL INDEX KEY: 0000909413
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359]
IRS NUMBER: 752344249
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13071
FILM NUMBER: 1775406
BUSINESS ADDRESS:
STREET 1: 12001 N HOUSTON ROSSLYN
CITY: HOUSTON
STATE: TX
ZIP: 77086
BUSINESS PHONE: 2814478787
MAIL ADDRESS:
STREET 1: 12001 NORTH HOUSTON ROSSLYN
CITY: HOUSTON
STATE: TX
ZIP: 77086
FORMER COMPANY:
FORMER CONFORMED NAME: HANOVER COMPRESSOR CO
DATE OF NAME CHANGE: 19960716
8-K
1
d8k.txt
FORM 8-K
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): November 2, 2001
HANOVER COMPRESSOR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-13071 75-0625124
(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.
See the following press release:
HANOVER COMPRESSOR EXPECTS TO REPORT 3Q01 EARNINGS PER SHARE BEFORE NON-
OPERATING CHARGES CONSISTENT WITH CONSENSUS ESTIMATES
---
ANTICIPATES PRE-TAX NON-OPERATING CHARGES OF APPROXIMATELY $9 MILLION
---
DETAILS OF EARNINGS CONFERENCE CALL SCHEDULED FOR 9 A.M. ET, THURSDAY, NOV. 8
HOUSTON, November 2, 2001 -- Hanover Compressor (NYSE: HC), the global leader
in outsourced natural gas compression and treating services, said today it
expects to report third quarter 2001 earnings per share before non-operating
charges consistent with consensus analyst estimates of between $0.34 and $0.38
per share, compared to $0.23 per share in third quarter of 2000.
The Company said it expects to record a total of approximately $9 million in
pre-tax non-operating charges and $500,000 in lease-related operating charges
that will reduce reported fully diluted earnings per share approximately $0.07
in the quarter. These items include a $6 million non-cash charge attributable
to the change in fair market value of an interest rate swap held by the Company
which does not qualify for hedge accounting under Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivatives. The rule
requires Hanover to mark to market quarterly the fair market value of derivative
instruments and to recognize certain non-cash charges or income on its income
statement. Hanover uses interest rate swap agreements to mitigate the risk of
potential increases in interest rates affecting its floating interest rate debt.
Other non-operating charges Hanover will take in the quarter include
approximately $3 million related to a bridge loan commitment fee associated with
Hanover's recent acquisition of Production Operators Corp. and related assets
from Schlumberger Ltd. These charges will have an immaterial impact on
Hanover's cash flow from operations, reflecting the Company's continued strong
performance. Additionally, the Company will recognize approximately $500,000 in
non-cash deferred transaction charges associated with the Company's exercise
during the quarter of its purchase option under its 1998 operating lease.
Management plans to update its outlook for the fourth quarter and fiscal year
2002 when it reports third quarter earnings after the close of trading on
November 7th. The Company will host a conference call the following day at 9
a.m. ET. To access the call, participants should dial 913-891-4901 at least 10
minutes before the scheduled start time. For those unable to participate on the
call, a replay will be available from 12:00 p.m. (ET) on Wednesday, November
8th, until midnight, Wednesday, November 14th. To listen to the replay, please
call (719) 457-0820. The access code for the call is 640344.
Hanover Compressor Company is the global market leader in full service natural
gas compression and a leading provider of service, financing, fabrication and
equipment for contract natural gas handling applications. Hanover provides this
equipment on a rental, contract compression, maintenance and acquisition
leaseback basis to natural gas production, processing and transportation
companies that are increasingly seeking outsourcing solutions. Founded in 1990
and a public company since 1997, its customers include premier independent and
major producers and distributors throughout the Western Hemisphere.
Certain matters discussed in this press release are "forward-looking
statements" intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because of the context of the
statement and will include words such as "believes," "anticipates," "expects,"
"estimates," or words of similar import. Similarly, statements that describe
Hanover's future plans, objectives or goals are also forward-looking statements.
Such forward-looking statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those anticipated as
of the date of this press release. The risks and uncertainties include: the
loss of market share through competition, the introduction of competing
technologies by other companies; a prolonged, substantial reduction in oil and
gas prices which would cause a decline in the demand for Hanover's compression
and oil and gas production equipment; new governmental safety, health and
environmental regulations which could require Hanover to make significant
capital expenditures; inability to successfully integrate acquired businesses;
and changes in economic or political conditions in the countries in which
Hanover operates. The forward-looking statements included in this press release
are only made as of the date of this press release, and Hanover undertakes no
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances. A discussion of these factors is included
in the Company's periodic reports filed with the Securities and Exchange
Commission.
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: November 5, 2001 By: /s/ Michael J. McGhan
---------------------------------
Michael J. McGhan
President and Chief Executive Officer