UNITED
STATES
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): 02/24/2010
(Exact
name of registrant as specified in its charter)
Alberta
|
76-0419312
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
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3993
West Sam Houston Parkway North
Suite
100
Houston,
Texas
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77043-1221
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(Address
of Principal Executive Offices)
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(Zip
Code)
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713-359-7000
(Registrant’s
telephone number, including area code)
Commission
File Number: 0-28778
(Former
name or former address, if changed since last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on
Previously Issued Financial Statements or a related Audit Report or Completed
Interim Review.
Management
of Tesco Corporation (“Tesco” or the “Company”), with the approval of the Audit
Committee of the Board of Directors, on February 24, 2010, concluded that the
financial statements previously filed as part of the March 31, 2009,
June 30, 2009 and September 30, 2009 quarterly reports on Form 10-Q should
no longer be relied upon. This conclusion was based on a material
understatement of net income for the quarter ended March 31, 2009 and a related
understatement of year-to-date net income for the six month period ended June
30, 2009 and the nine month period ended September 30, 2009 (the
"restatements"). The Company will file amended Form 10-Qs for the
quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 as soon
as practicable.
In the
first quarter of 2009, Canada enacted a new tax law that allowed for the filing
of Tesco’s Canadian income tax return on a US dollar basis. The effect of the
new tax law and Tesco’s election for adoption was required to be reflected in
financial statements for the first quarter of 2009. As such, Tesco
recorded a $1.6 million income tax benefit, which thereby increased net income,
during the first quarter of 2009 to account for this change in tax law. The
Company has now determined that the $1.6 million income tax benefit was
calculated in error and identified an additional $2.9 million income tax benefit
which should have been recorded during the first quarter of 2009.
In
addition, $0.4 million of foreign exchange loss should not have been recorded in
Tesco’s income statement in the first three quarters of 2009. This
error resulted from the incorrect re-measurement and translation into US dollars
of one of the Company’s foreign assets.
In
conjunction with the restatements, the Company is recording other immaterial,
previously identified out-of period adjustments in the periods which they should
have been originally recorded.
In the
original Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009,
June 30, 2009 and September 30, 2009, Tesco’s CEO and CFO concluded that the
Company’s disclosure controls and procedures were effective as of the end of
each quarter. In light of the restatements discussed above, the CEO
and CFO have reassessed the effectiveness of the Company’s disclosure controls
and procedures and have concluded that its disclosure controls and procedures
and internal control over financial reporting were not effective as of the end
of each of these quarterly periods due to the identification of a material
weakness related to the Company's procedures for evaluating the accounting
impacts for tax law changes. The conclusions of the Company’s
management, including its CEO and CFO, regarding Tesco’s disclosure controls and
procedures and internal control over financial reporting as well as the
description of the material weakness will be included in the amended Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and
September 30, 2009, and the Annual Report on Form 10-K for the year ended
December 31, 2009.
Management
and the Company’s audit committee have discussed these matters with
PricewaterhouseCoopers LLP, the Company’s independent registered public
accounting firm.
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.
TESCO
CORPORATION
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Date: February
25, 2010
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By:
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/s/
Robert L. Kayl
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Robert
L. Kayl,
Sr.
Vice President and
Chief
Financial Officer
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