8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 24, 2002

UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Exact names of registrants as specified in their charters)

Delaware
Texas
(States or other jurisdictions
of incorporation) 001-15843
333-48279
(Commission file
numbers) 13-3989167
74-1282680
(IRS employer
identification nos.)

4440 Brittmoore Road, Houston, Texas 77041
(Address of principal executive offices) (Zip code) (713) 335-7000
(Registrants' telephone number, including area code)

Item 5. Other Events and Regulation FD Disclosure.

        On July 24, 2002, Universal Compression Holdings, Inc. (the "Company") issued a press release announcing earnings for its first fiscal quarter, ended June 30, 2002, of the 2003 fiscal year. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits

Exhibit No.	Description
99.1	Press Release dated July 24, 2002

Item 9. Regulation FD Disclosure.

        On Thursday morning, July 25, 2002, the Company broadcast a conference call live over the Internet to investors to discuss the results of its fiscal 2003 first quarter ended June 30, 2002, and other corporate matters. A transcript of the call will be archived through August 1, 2002 for those unable to listen to the live broadcast. To access the transcript, log on to www.universalcompression.com or www.prnewswire.com or call (402) 220-4330.

        During the call, the Company discussed its revenues, earnings per share and EBITDA, as adjusted (as defined below), for the recent quarter, as well as horsepower utilization rates and margin information with respect to its various business segments and its fabrication backlog for the quarter. As of June 30, 2002, including its operating leases, the Company's debt to capitalization ratio was approximately 57%, including approximately $709 million of operating leases having a net book value of approximately $590 million. Total capital expenditures for the quarter was approximately $30 million, of which $7.5 million was for capitalized maintenance.

        As noted in the earnings release, the Company successfully negotiated new contract terms relating to about 70 percent of its active fleet in Argentina. The favorable impact of these settlements is included in the fiscal 2003 first quarter results. In the fiscal 2003 first quarter, EBITDA, as adjusted, included $2.5 million related to fiscal 2003 first quarter adjustments and $2.1 million related to fiscal 2002 fourth quarter adjustments. The Company expects to reach agreements regarding the remaining contracts in Argentina by the end of the current quarter.

        The Company also discussed its preliminary expectations for the quarter ending September 30, 2002, including revenues of approximately $163-165 million, EBITDA, as adjusted, of approximately $52-53 million, operating lease expense of approximately $15 million, depreciation expense of approximately $15 million and net interest expense of approximately $6 million. Earnings per share for the current quarter are expected to be around $0.34 to $0.35 on a diluted basis. The Company also indicated that it currently has a fabrication backlog of approximately $100 million, including an international fabrication backlog of approximately $40 million. In addition, the Company expects the recently signed 14,000 horsepower purchase-leaseback transaction in Alabama to be operational by the end of the fiscal 2003 second quarter.

        For the current fiscal year ending March 31, 2003, the Company discussed its expectations for revenues of approximately $690-700 million, and for EBITDA, as adjusted, of approximately $226-228 million, operating lease expense of approximately $61-62 million, depreciation expense of approximately $62-63 million and net interest expense of approximately $24 million. The Company expects selling, general and administrative expenses to be approximately $65-66 million and an effective tax rate of 38.5% for the current fiscal year. The Company expects capital expenditures for the fiscal year ending March 31, 2003 to be approximately $140-160 million. Under current market conditions the Company expects earnings per share to be approximately $1.55 to $1.60 for the current fiscal year, based on 31 million diluted shares.

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        EBITDA, as adjusted, is defined as net income plus income taxes, interest expense, leasing expense, depreciation and amortization, excluding non-recurring items and extraordinary gains or losses. EBITDA, as adjusted, represents a measure upon which the Company's management assesses financial performance, and financial covenants in the Company's current financing arrangements are tied to similar measures. The financial covenants in the Company's current financing arrangements permit the Company to exclude non-recurring and extraordinary gains and losses from its calculation of EBITDA, as adjusted. EBITDA, as adjusted, is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to operating income or net income as an indicator of the Company's operating performance or to net cash provided by operating activities as a measure of the Company's liquidity. Additionally, the EBITDA, as adjusted, computation used herein may not be comparable to other similarly titled measure of other companies.

        The Company expects to release financial results for its current fiscal quarter ending September 30, 2002 in late October 2002.

        Statements about the Company's outlook and all other statements in this Report other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are beyond the Company's control that could cause its actual results to differ materially from such statements. While the Company believes that the assumptions concerning future events are reasonable, there are inherent difficulties in predicting certain important factors that could impact our future performance. Such risks and uncertainties include, but are not limited to, (1) failure to consummate acquisitions or integrate acquired businesses, (2) conditions in the oil and gas industry, including the demand for natural gas as well as impacts from the price of natural gas and oil, (3) competition among the various providers of contract compression services, (4) changes in safety and environmental regulations pertaining to the production and transportation of natural gas, (5) changes in economic or political conditions in the markets in which the Company operates, (6) acts of war or terrorism or governmental or military responses thereto, (7) introduction of competing technologies by other companies, (8) the ability to retain and grow our customer base, (9) employment workforce factors, including loss of key employees and (10) liability claims related to the use of the Company's products and services. These factors, when applicable, are discussed in the Company's filings with the Securities and Exchange Commission, copies of which are available to the public. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	UNIVERSAL COMPRESSION HOLDINGS, INC. UNIVERSAL COMPRESSION, INC. (Registrants)
Date: July 26, 2002	By:	/s/  RICHARD W. FITZGERALD Richard W. FitzGerald Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 24, 2002

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SIGNATURE
EXHIBIT INDEX

EX-99.1

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EXHIBIT 99.1

Universal Compression Holdings, Inc.
4440 Brittmoore Road
Houston, Texas 77041
NYSE: UCO

Contact:
David Oatman
Vice President, Investor Relations and Planning
713-335-7460

FOR IMMEDIATE RELEASE
WEDNESDAY, JULY 24, 2002

UNIVERSAL COMPRESSION REPORTS
FISCAL 2003 FIRST QUARTER RESULTS

Houston, July 24, 2002—Universal Compression Holdings, Inc. (NYSE: UCO), a leading provider of natural gas compression services, today reported net income for its fiscal 2003 first quarter of $10.4 million, or $0.33 per diluted share, compared to $10.5 million, or $0.37 per diluted share, in the prior year period. Revenues were $151.5 million compared to $140.4 million in the prior year period. EBITDA (net income plus income taxes, interest expense, leasing expense, depreciation and amortization, excluding non-recurring items and extraordinary gains or losses) was $51.8 million in the current period compared to $46.8 million in the prior year period.

As of June 30, 2002, we have reached agreement on new contract terms relating to approximately 70% of our active fleet in Argentina. The favorable impact of these settlements is included in the fiscal 2003 first quarter results, rather than in the fiscal 2003 second quarter as previously anticipated. This favorable impact included EBITDA of $2.5 million and net income of $0.05 per diluted share, related to the fiscal 2003 first quarter, and EBITDA of $2.1 million and net income of $0.04 per diluted share, related to the fiscal 2002 fourth quarter. We expect to reach agreements regarding substantially all of the remaining contracts in Argentina in the September quarter.

"In the current quarter we continued our efforts to maximize operating efficiencies in an environment of reduced energy service industry activity. Our contract compression fleet utilization remained in the 84% area throughout the quarter as expected," said Stephen A. Snider, Universal's President and Chief Executive Officer. "We achieved gross margin improvements in our contract compression and aftermarket services segments as we implemented operational and system enhancements. We are working to maximize the utilization of our existing contract compression fleet, and accordingly, reduced our rate of investment in new units. Our cash position increased significantly as a result of continuing strong cash flows from operations and reduced capital expenditure levels."

First Quarter Highlights

•

At the end of the current quarter, total contract compression horsepower increased to 2,254,000, up 17,000 compared to the prior quarter and up 241,000 compared to the prior year. International contract compression horsepower increased to 356,000, up 11,000 compared to the prior quarter and 27,000 compared to the prior year.



•

Average fleet horsepower utilization for the current quarter was 84%, compared to 87% in the prior quarter and 89% a year ago.

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•

In contract compression, domestic gross margins were 65% compared to 64% in the prior quarter and 63% in the prior year, while international gross margins were 81% compared to 77% in the prior quarter and 69% in the prior year.



•

In our fabrication segment, revenues were $35.5 million compared to $66.9 million in the prior quarter and $32.2 million in the prior year; gross margins were 9% compared to 11% in the prior quarter and 13% in the prior year. Fabrication backlog was $96 million, up from $80 million at the end of the prior quarter and $47 million at the end of the fiscal 2002 first quarter.



•

Aftermarket services gross margins were 24% compared to 22% in each of the prior quarter and prior year periods.

Outlook

"Industry activity levels are relatively flat in North America, where we believe the general market upturn will be later in the fiscal year than previously anticipated," added Snider. "We are returning to more normal business conditions in Argentina with the recent contract agreements, and our fledgling Asia Pacific operation shows promise with significant fabrication orders from a major customer in China."

Conference Call

Universal will host a conference call on Thursday, July 25, 2002 at 10:00 am Central Time, 11:00 am Eastern Time to discuss the quarter's results and other corporate matters. The conference call will be broadcast over the Internet to provide interested persons the opportunity to listen to it live. The call will also be archived for one week to provide an opportunity to those unable to listen to the live broadcast. Both the live broadcast and replay of the archived version are free of charge to the user.

Persons wishing to listen to the conference call live may do so by logging onto http://www.universalcompression.com (click "Company Overview" in the "Company Information" section) or http://www.firstcallevents.com/service/ajwz363089280gf12.html at least 15 minutes prior to the start of the call. A replay of the call will remain available at the Web sites www.universalcompression.com and http://www.prnewswire.com through August 1, 2002.

Universal Compression, headquartered in Houston, Texas, is a leading natural gas compression services company, providing a full range of contract compression, sales, operations, maintenance and fabrication services to the domestic and international natural gas industry.

Statements about Universal's outlook and all other statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside Universal's control, which could cause actual results to differ materially from such statements. While Universal believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are integration of acquisitions, the demand for Universal's products and services and worldwide economic and political conditions. These and other risk factors are discussed in Universal's filings with the Securities and Exchange Commission, copies of which are available to the public. Universal expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.

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UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

			Three Months Ended
			June 30, 2002			March 31, 2002			June 30, 2001
Revenues:
	Contract compression		$	82,770		$	80,653		$	75,950
	Fabrication			35,475			66,942			32,234
	Aftermarket services			33,219			40,346			32,177
		Total revenue		151,464			187,941			140,361
Costs and expenses:
	Cost of sales—contract compression			26,194			27,551			27,565
	Cost of sales—fabrication			32,349			59,397			28,038
	Cost of sales—aftermarket services			25,203			31,552			25,237
	Depreciation and amortization			14,050			13,275			11,380
	Selling, general and administrative			16,245			16,267			12,676
	Operating lease			15,345			15,047			12,593
	Interest expense			5,711			5,555			5,532
	Other			(461	)		(331	)		47
		Total costs and expenses		134,636			168,313			123,068
Income before income taxes				16,828			19,628			17,293
Income taxes				6,477			7,309			6,748
	Net income		$	10,351		$	12,319		$	10,545
Weighted average common and common equivalent shares outstanding:
	Basic			30,619			30,590			28,481
	Diluted			30,940			30,823			28,811
Earnings per share:
	Basic		$	0.34		$	0.40		$	0.37
	Diluted		$	0.33		$	0.40		$	0.37

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UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED SUPPLEMENTAL INFORMATION
(In thousands)

			Three Months Ended
			June 30, 2002			March 31, 2002			June 30, 2001
Revenues:
	Domestic contract compression		$	65,491		$	67,336		$	61,919
	International contract compression			17,279			13,317			14,031
	Fabrication			35,475			66,942			32,234
	Aftermarket services			33,219			40,346			32,177
		Total	$	151,464		$	187,941		$	140,361
Gross Profit:
	Domestic contract compression		$	42,531		$	42,797		$	38,749
	International contract compression			14,045			10,304			9,636
	Fabrication			3,126			7,545			4,196
	Aftermarket services			8,016			8,794			6,940
		Total	$	67,718		$	69,440		$	59,521
Selling, General and Administrative			$	16,245		$	16,267		$	12,676
	% of Revenue			11	%		9	%		9	%
EBITDA, as adjusted*			$	51,839		$	53,567		$	46,798
	% of Revenue			34	%		29	%		33	%
Profit Margin:
	Domestic contract compression			65	%		64	%		63	%
	International contract compression			81	%		77	%		69	%
	Fabrication			9	%		11	%		13	%
	Aftermarket services			24	%		22	%		22	%
	Total			45	%		37	%		42	%

*

EBITDA, as adjusted, is defined as net income plus income taxes, interest expense, leasing expense, depreciation and amortization, excluding non-recurring items and extraordinary gains or losses.

	June 30, 2002		March 31, 2002		June 30, 2001
Debt	$	232,198	$	226,762	$	224,532
Operating Leases	$	708,500	$	708,500	$	567,500
Shareholders' Equity	$	703,220	$	700,344	$	664,337

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EXHIBIT 99.1

FOR IMMEDIATE RELEASE WEDNESDAY, JULY 24, 2002
First Quarter Highlights
Outlook
Conference Call

UNIVERSAL COMPRESSION HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
UNIVERSAL COMPRESSION HOLDINGS, INC. UNAUDITED SUPPLEMENTAL INFORMATION (In thousands)