-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uy6q+rADqt5ukwoRBlN5o/FOw6P3qkysorO1dFGJ2m6PFhORUCnxLcghznnzizUt P2vREKCdZht83lG+a2bwbQ== 0000950131-01-500070.txt : 20010312 0000950131-01-500070.hdr.sgml : 20010312 ACCESSION NUMBER: 0000950131-01-500070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010309 ITEM INFORMATION: FILED AS OF DATE: 20010309 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: SEC FILE NUMBER: 001-13071 FILM NUMBER: 1565517 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): March 9, 2001 HANOVER COMPRESSOR COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 1-13071 75-2344249 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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 regarding the Company's results for the fourth quarter and full year 2000: HANOVER COMPRESSOR REPORTS RECORD RESULTS - ANTICIPATES "STRONG" GROWTH IN 2001. 4TH QUARTER CASH FLOW AND DILUTED EARNINGS PER SHARE INCREASE 80 PERCENT AND 29 PERCENT, RESPECTIVELY HOUSTON--(BUSINESS WIRE)--March 9, 2001-- Fully Diluted 4Q00 EPS $0.27 vs. $0.21 Hanover Compressor Company (NYSE: HC), a leading provider of outsourced natural gas compression services, today reported record revenues, cash flow and earnings per common share for both the fourth quarter and year ended December 31, 2000, continuing the Company's strong growth record. "We are very pleased with Hanover Compressor's 45 percent growth in net income and 57 percent growth in cash flow during 2000, supported by the continued strength of the compression outsourcing segment, the very favorable operating environment for the energy industry, and the success in several recent acquisitions," said Michael J. McGhan, President and Chief Executive Officer. "We also were highly successful in growing our geographic presence both domestically and overseas, and in expanding our product line, thereby extending Hanover's industry leadership position." "We continue to maintain our lead in the compression services business, and we have confidence in Hanover's strong growth in the years ahead. Hanover's leadership in compression enables our company to offer customers a total solution to their gas handling needs by extending our successful outsourcing model from compression to gas treating, process measurement and power generation. I'm pleased to report we are experiencing strength in all aspects of our outsourcing business in the U.S. and dynamic international markets. The genuine value we deliver to our customers drives the outstanding growth Hanover is experiencing. These factors, together with the success of recent acquisitions and other successful growth initiatives, drive our belief that Hanover will deliver strong growth in 2001." For the fourth quarter of 2000, total revenues increased 145 percent to $233.6 million from $95.4 million in the year-earlier period. Net income rose 50 percent to $19.4 million from $12.9 million. Diluted earnings per common share increased 29 percent to $0.27 from $0.21. For the full year 2000, total revenues increased 87 percent to $603.8 million from $323.2 million in the prior year. Net income rose 45 percent to $58.7 million from $40.4 million. Diluted earnings per common share increased 33 percent to $0.88 from $0.66. For the fourth quarter of 2000, the Company's cash flow (income before income taxes, interest expense, leasing expense, distributions on mandatorily redeemable convertible preferred securities and depreciation and amortization) increased 80 percent to $67.3 million from $37.3 million in the year-earlier period. For fiscal 2000, the same measure increased 57 percent to $206.7 million from $132.1 million. Hanover's record performance in 2000 was driven by its core compression rentals segment, which generated over 81 percent of the Company's consolidated cash flow. Compression rental revenues increased 35 percent from quarter to quarter and 32 percent year to year. Related compression parts and service segment revenues were up 478 percent quarter to quarter and 257 percent year to year as a result of increased marketing focus and expansion of business activities through recent acquisitions. Compressor fabrication revenues increased 115 percent quarter to quarter and 84 percent year to year. Production and processing equipment fabrication increased 406 percent quarter to quarter and 216 percent year to year. Strong growth during 2001 is anticipated as the Company's diversified customer base increasingly fills its compression services requirements through outsourcing compression and accelerates its purchases of equipment in concert with expanding production budgets. Rental fleet compression, including the acquisition of OEC Compression scheduled to close this month, totals 2.4 million horsepower, an increase of 65 percent over 1999, reflecting the impact of both acquisitions and continued organic growth in customer demand for outsourcing compression. Looking ahead, McGhan remarked, "Hanover's solid growth confirms our view that a period of strong growth in the compression and gas handling industries is underway. Our confidence is supported by the robust business environment that our customers and we are now experiencing. Hanover has delivered significant growth during all phases of the commodity price cycle, and the present exceptional business environment is extremely encouraging. Hanover's strategies, organization and growth drivers are in place and the activity level throughout our company is strong, thereby contributing to Hanover's strong outlook. This future growth will be the product not only of sound acquisitions, but also due to the strong internal growth Hanover sees as customers continue to outsource more and more of the gas compression and treatment process to total solution providers." Hanover Compressor Company is the 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. HANOVER COMPRESSOR COMPANY CONSOLIDATED STATEMENT OF INCOME (unaudited) (in thousands of dollars, except per share amounts)
Three months Twelve months ended December 31, ended December 31, ------------------- -------------------- 2000 1999 2000 1999 -------- ------- -------- -------- Revenues: Rentals $ 74,305 $54,906 $254,515 $192,655 Parts, service and used equipment 87,414 15,115 151,707 42,518 Compressor fabrication 36,692 17,090 96,838 52,531 Production and processing equipment fabrication 34,702 6,860 88,572 28,037 Gain on sale of other assets (59) 135 4,113 4,062 Other 553 1,276 8,084 3,417 -------- ------- -------- -------- 233,607 95,382 603,829 323,220 -------- ------- -------- -------- Expenses: Rentals 25,888 19,495 87,992 64,949 Parts, service and used equipment 61,074 9,299 103,276 27,916 Compressor fabrication 31,914 14,561 81,996 43,663 Production and processing equipment fabrication 27,343 5,169 69,281 20,833 Selling, general and administrative 20,125 9,550 54,606 33,782 Depreciation and amortization 16,052 8,801 52,882 37,337 Leasing expense 15,888 7,363 45,484 22,090 Interest expense 2,913 945 8,473 8,786 Distributions on mandatorily redeemable convertible preferred securities 1,593 278 6,369 278 -------- ------- -------- -------- 202,790 75,461 510,359 259,634 Income before income taxes 30,817 19,921 93,470 63,586 Provision for income taxes 11,466 6,989 34,771 23,145 -------- ------- -------- -------- Net income $ 19,351 $12,932 $ 58,699 $ 40,441 ======== ======= ======== ======== Diluted net income per share: Net Income 19,351 12,932 58,699 40,441 Distributions on mandatorily redeemable convertible preferred securities, net of income tax 1,035 0 4,140 0 Net income for purposes of computing diluted net income per share 20,386 12,932 62,839 40,441 Weighted average common equivalent shares outstanding: Basic 66,356 57,292 61,831 57,048 Diluted 75,355 61,526 71,192 61,054 Earnings per common share: Basic $ 0.29 $ 0.23 $ 0.95 $ 0.71 ======== ======= ======== ======== Diluted $ 0.27 $ 0.21 $ 0.88 $ 0.66 ======== ======= ======== ========
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: March 9, 2001 By: /s/ Michael J. McGhan --------------------- Name: Michael J. McGhan Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----