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): December 21, 2004
NATCO Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-15603 22-2906892
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2950 North Loop West, 7th Floor 77092
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (713) 683-9292
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
As described in more detail in Item 4.02 of this report, on December 21,
2004 the audit committee of our board of directors, based on a recommendation
from management, concurred with management's decision to restate the
Consolidated Condensed Statement of Cash Flows contained in our quarterly report
on Form 10-Q for the period ended September 30, 2004. The restatement will
reflect corrections relating to errors that we identified in several line items
in the cash flow statement. We intend to amend the quarterly report related to
the period above to correct the errors as soon as practicable after a review by
our independent registered accounting firm.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
Subsequent to the issuance of our consolidated financial statements for the
nine months ended September 30, 2004, we discovered errors in the support
schedules used for the preparation of the Consolidated Condensed Statement of
Cash Flows that resulted in the misclassification of several cash flow items.
These errors did not impact revenues or net income. On December 21, 2004, the
audit committee of our board of directors concluded that the previously issued
Consolidated Condensed Statement of Cash Flows contained in our quarterly report
on Form 10-Q for the period ended September 30, 2004 should not be relied upon
because of errors in this financial statement.
The decision to restate this financial statement was made by management and
confirmed by the audit committee, upon the recommendation of management and with
the concurrence of our independent registered public accounting firm, following
the completion of our review of the errors that resulted in misclassification of
several cash flow items. We have reviewed and discussed these errors as well as
the required accounting treatment and disclosure with KPMG LLP, our independent
registered public accounting firm. The audit committee also has discussed with
KPMG LLP the matters disclosed in this report. We intend to restate this
financial statement to make the necessary corrections and to file an amendment
to our quarterly report on Form 10-Q for the third quarter of 2004 as promptly
as is practicable after a review by our independent registered accounting firm.
A copy of our December 23, 2004 press release with respect to the planned
amendment is attached as Exhibit 99.1 and is incorporated by reference into this
Item 4.02.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated December 23, 2004.
SIGNATURE
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.
Dated: December 23, 2004
NATCO Group Inc.
By: /s/ John U. Clarke
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John U. Clarke
Chairman and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated December 23, 2004.