UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 16, 2004
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HANOVER COMPRESSOR COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-13071 76-0625124
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(Commission File Number) (I.R.S. Employer Identification No.)
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 447-8787
ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION.
On March 16, 2004, Hanover Compressor Company filed a Notification of
Late Filing on Form 12b-25 with the Securities and Exchange Commission, which
provides a 15-day extension with respect to the filing of our annual report on
Form 10-K for the year ended December 31, 2003. In the Form 12b-25, we made the
following disclosures regarding our financial results for the year ended
December 31, 2003:
Subject to the resolution of the timing of the impairment charge
associated with the goodwill of our subsidiary, Belleli Energy S.r.l., we
currently expect to report a net loss of approximately $211.5 million for the
year ended December 31, 2003 as compared to a net loss of $116.1 million for the
year ended December 31, 2002. The net loss for the year ended December 31, 2003
was the result of several charges, including a pre-tax charge of approximately
$38.8 million related to the impairment of goodwill associated with Belleli,
previously described in our earnings release dated February 17, 2004 and
included in our Current Report on Form 8-K furnished to the SEC on February 17,
2004, as updated by our Current Report on Form 8-K furnished to the SEC on March
2, 2004. In addition, as we had previously announced, the net loss for the year
ended December 31, 2003 included the result of our recording the cost of the
securities-related litigation settlement. As a result, we intend to record a
pre-tax charge of approximately $43.0 million related to the settlement.
If it is determined by us and our independent auditor that we need to
record the impairment of goodwill associated with Belleli prior to the fourth
quarter of 2003, we will be required to apply a different exchange rate when
translating the amount of impaired goodwill into U.S. dollars. This could have
an impact on the amount of the charge associated with the impairment of
goodwill. In addition, our financial results for any particular period will be
impacted if the charge associated with the impairment of goodwill is taken in
such period.
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 16, 2004 By: /s/ JOHN E. JACKSON
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Name: John E. Jackson
Title: Senior Vice President and
Chief Financial Officer