As filed with the Securities and Exchange Commission on November 25, 2002
Registration No. 333-75818
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
Hanover Equipment Trust 2001B
Hanover Compressor Company
Hanover Compression Limited Partnership
(Exact names of registrants as specified in their charters)
Delaware 7359 51-6523442
Delaware 7359 76-0625124
Delaware 7359 75-2344249
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Numbers)
incorporation or organization) Classification Code Numbers)
c/o Wilmington Trust Company 12001 N. Houston Rosslyn
Rodney Square North Houston, Texas 77086
1100 North Market Street (281) 447-8787
Wilmington, Delaware 19890
(302) 651-1000
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, including area code, of principal number, including
executive office of Hanover Equipment Trust 2001B) area code, of principal executive offices of
Hanover Compressor Company and Hanover
Compression Limited Partnership)
-----------------
David A. Vanaskey, Jr. Vice President Wilmington Chad C. Deaton
Trust Company President and Chief Executive Officer Hanover
Rodney Square North Compressor Company
1100 North Market Street 12001 N. Houston Rosslyn
Wilmington, Delaware 19890 Houston, Texas 77086
(302) 651-1000 (281) 447-8787
(Name, address, including zip code, and telephone (Name, address, including zip code, and telephone
number, including area code, of agent for service number, including area code, of agent for service
of Hanover Equipment Trust 2001B) of Hanover Compressor Company and Hanover
Compression Limited Partnership)
-----------------
Copies to:
Lewis Ledyard, Esq. Richard Meller, Esq.
Morris, James, Hitchens & Williams LLP Latham & Watkins
222 Delaware Avenue, 10th Floor 233 South Wacker Drive, Suite 5800
Wilmington, Delaware 19801 Chicago, Illinois 60606
(302) 888-6869 (312) 876-7700
-----------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
-----------------
The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
================================================================================
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities, and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, November 25, 2002
PROSPECTUS
- --------------------------------------------------------------------------------
OFFER TO EXCHANGE
8.75% Senior Secured Notes Due 2011
that have been registered under the Securities Act of 1933
for
all outstanding unregistered 8.75% Senior Secured Notes Due 2011
($250,000,000 principal amount outstanding)
of
Hanover Equipment Trust 2001B
payable from lease obligations of and guaranteed by
Hanover Compression Limited Partnership
which lease obligations and notes are guaranteed by
Hanover Compressor Company
- --------------------------------------------------------------------------------
Hanover Equipment Trust 2001B, a special purpose Delaware business trust
(which we refer to as the "Issuer"), is offering to exchange $250,000,000
aggregate principal amount of its new 8.75% Senior Secured Notes due 2011
(which we refer to as the "new notes" or the "notes") that have been registered
under the Securities Act of 1933 for the same aggregate principal amount of its
outstanding 8.75% Senior Secured Notes due 2011 (which we refer to as the "old
notes") that were issued and sold on August 30, 2001 in a transaction exempt
from registration under the Securities Act. The terms of the new notes are
identical to the terms of the old notes, except that the new notes are
registered under the Securities Act of 1933, are freely transferable, and do
not have exchange or registration rights. The Issuer used the proceeds from the
sale of the old notes, together with equity financing raised by the Issuer, to
finance the purchase of domestic gas compression equipment from Hanover
Compression Limited Partnership (which we refer to as "HCLP") and certain of
its subsidiaries. HCLP is an indirect wholly owned subsidiary of Hanover
Compressor Company (which we refer to as "Hanover"). The Issuer then leased the
equipment to HCLP for a ten-year term under an operating lease (which we refer
to as the "Lease"). The payments under the Lease are the source of funds from
which the Issuer intends to make interest and principal payments under the
notes. The Lease is a senior subordinated obligation of HCLP. HCLP's
obligations under the Lease are fully and unconditionally guaranteed, on a
senior subordinated basis, by Hanover. In addition, the Issuer's obligations
under the new notes are jointly and severally guaranteed, unconditionally and
on a senior subordinated basis, by Hanover and HCLP for an amount up to 70.0%
of the aggregate principal balance of notes outstanding, which is equal to the
final rent payment under the Lease. If there is an event of default under the
Lease, Hanover and HCLP guarantee, jointly and severally, on a senior
subordinated basis, all of the Issuer's obligations under the new notes.
*Please consider the following:
. Our offer to exchange old notes for new notes will be open until 5:00
p.m., New York City time, on , 2002, unless we extend the offer.
. You should carefully review the procedures for tendering the old notes
beginning on page 38 of this prospectus.
. If you fail to tender your old notes, you will continue to hold
unregistered securities and your ability to transfer them could be
adversely affected.
. No public market currently exists for the new notes. We do not intend to
list the new notes on any securities exchange and, therefore, no active
public market is anticipated.
You should carefully review the Risk Factors beginning on page 22 of this
prospectus.
We are not asking you for a proxy and you are requested not to send us a
proxy.
We are not making the exchange offer in any state or jurisdiction where it
is not permitted.
Each broker-dealer that receives new notes for its own account pursuant to
this exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. The Letter of Transmittal states
that by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
new notes received in exchange for old notes where such old notes were acquired
by such broker-dealer as a result of market-making activities or other trading
activities. The Issuer has agreed that, for a period of 180 days after the date
this exchange offer expires, it will make this prospectus available to any
broker-dealer for use in connection with any such resale. See the Plan of
Distribution beginning on page 180 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the new notes to be distributed in
the exchange offer or has determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
Page
----
WHERE YOU CAN FIND MORE INFORMATION.................................... ii
INCORPORATION OF DOCUMENTS BY REFERENCE................................ iii
PROSPECTUS SUMMARY..................................................... 1
RISK FACTORS........................................................... 22
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...................... 35
THE EXCHANGE OFFER..................................................... 36
USE OF PROCEEDS........................................................ 48
CAPITALIZATION OF HANOVER COMPRESSOR COMPANY AND HANOVER
COMPRESSION LIMITED PARTNERSHIP...................................... 49
CAPITALIZATION OF HANOVER EQUIPMENT TRUST 2001B........................ 51
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA OF HANOVER COMPRESSOR
COMPANY AND HANOVER COMPRESSION LIMITED PARTNERSHIP.................. 52
SELECTED HISTORICAL FINANCIAL DATA OF HANOVER EQUIPMENT TRUST 2001B.... 59
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF HANOVER COMPRESSOR COMPANY AND HANOVER COMPRESSION
LIMITED PARTNERSHIP.................................................. 60
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF HANOVER EQUIPMENT TRUST 2001B....................... 84
BUSINESS OF HANOVER COMPRESSOR COMPANY AND HANOVER COMPRESSION
LIMITED PARTNERSHIP.................................................. 86
MANAGEMENT OF HANOVER COMPRESSOR COMPANY............................... 100
SECURITY OWNERSHIP OF HANOVER COMPRESSOR COMPANY....................... 102
HANOVER COMPRESSION LIMITED PARTNERSHIP................................ 104
HANOVER EQUIPMENT TRUST 2001B.......................................... 106
CERTAIN TRANSACTIONS................................................... 108
DESCRIPTION OF NOTES................................................... 114
SUMMARY OF PRINCIPAL OPERATIVE AGREEMENTS.............................. 160
THE EQUIPMENT.......................................................... 168
DESCRIPTION OF CERTAIN INDEBTEDNESS.................................... 169
BOOK-ENTRY; DELIVERY AND FORM.......................................... 171
MATERIAL ERISA CONSIDERATIONS.......................................... 173
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS........................ 175
PLAN OF DISTRIBUTION................................................... 180
VALIDITY OF THE SECURITIES............................................. 181
EXPERTS................................................................ 181
INDEX TO FINANCIAL STATEMENTS.......................................... F-1
i
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 (Reg. No.
333-75818) with respect to the securities we are offering. This prospectus does
not contain all the information contained in the registration statement,
including its exhibits and schedules. You should refer to the registration
statement, including the exhibits and schedules, for further information about
us and the securities we are offering. Statements we make in this prospectus or
in any document incorporated in this prospectus by reference about any contract
or other document are not complete. When we make such statements, you should
refer to the copy of the contract or other document filed with the SEC. The
registration statement, including exhibits and schedules, is on file at the
offices of the SEC and may be inspected without charge.
Hanover Equipment Trust 2001B, Hanover Compressor Company and Hanover
Compression Limited Partnership are co-registrants with respect to the
registration statement. Neither Hanover Equipment Trust 2001B nor Hanover
Compression Limited Partnership is currently subject to the periodic reporting
and other information requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In connection with the exchange offer, the Issuer
and HCLP will become subject to the information requirements of the Exchange
Act, and will file reports and other information with the SEC. Hanover is
currently subject to the informational requirements of the Exchange Act. In
accordance with the Exchange Act, Hanover files annual, quarterly and special
reports, proxy statements and other information with the SEC. These SEC
filings, including the registration statement, are available to the public over
the Internet at the SEC's web site at http://www.sec.gov.
You may also read and copy any document the registrants file with the SEC at
its public reference facilities at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference facilities.
Hanover's SEC filings are also available at the offices of the New York Stock
Exchange, Inc., 11 Wall Street, New York, New York 10005.
ii
INCORPORATION OF DOCUMENTS BY REFERENCE
We have incorporated by reference certain reports and other information
Hanover has filed, or will file, with the SEC. The information incorporated by
reference is an important part of this prospectus. In addition, information
that Hanover files with the SEC will automatically update and supersede this
information. Hanover incorporates by reference the documents listed below and
any further filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus:
. Hanover's Annual Report on Form 10-K/A-2 for the year ended December 31,
2001 filed with the SEC on November 21, 2002;
. Hanover's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2002, June 30, 2002 and September 30, 2002;
. Hanover's Current Reports on Form 8-K and 8-K/A filed with the SEC on
November 9, 2001, January 25, 2002; January 29, 2002; February 26, 2002;
February 27, 2002; March 5, 2002; March 11, 2002; March 20, 2002; March
21, 2002; March 29, 2002; April 16, 2002, April 18, 2002; May 10, 2002;
May 14, 2002; June 19, 2002; July 31, 2002; August 2, 2002; August 6,
2002; August 21, 2002 October 24, 2002; November 1, 2002; and November
15, 2002; and
. Hanover's Definitive Proxy Statement, dated April 22, 2002, for the
Annual Meeting of Stockholders held on May 14, 2002.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77086
Attention: Corporate Secretary
Telephone: (281) 447-8787
TO OBTAIN TIMELY DELIVERY OF INFORMATION THAT YOU REQUEST FROM US, YOU MUST
REQUEST SUCH INFORMATION NO LATER THAN , 2002.
iii
PROSPECTUS SUMMARY
This summary highlights material information contained elsewhere in this
prospectus and in filings incorporated by reference. This summary may not
contain all of the information that may be important to you. You should read
this entire prospectus carefully, including the financial statements and
related notes contained in this prospectus, before making an investment
decision. The information provided in this prospectus gives effect to various
internal restructuring transactions that Hanover Compressor Company and its
subsidiaries completed in 1999, 2000 and 2001, which transactions have had no
effect on our business. As a result of these restructuring transactions,
substantially all of our assets and operations are owned or conducted by
Hanover Compression Limited Partnership and its subsidiaries. In April 2002,
Hanover restated its financial statements for the year ended December 31, 2000
based upon an investigation that was conducted by counsel under the direction
of the Audit Committee. Subsequent to the April 2002 restatement, a special
committee of the Board of Directors together with the Audit Committee of the
Board and our management, aided by outside legal counsel, completed an
extensive investigation of certain transactions recorded during 2001, 2000 and
1999, including those transactions restated by Hanover in April 2002. As a
result of this investigation, Hanover determined to restate its 2001, 2000 and
1999 financial statements for several transactions, including one that was the
subject of the April 2002 restatement. The information provided in this
prospectus gives effect to these restatements.
Except as described in this paragraph and unless the context requires
otherwise, "Hanover," "we," "us," "our" or similar terms in this prospectus
refer to Hanover Compressor Company and its subsidiaries (including Hanover
Compression Limited Partnership) following completion of the restructuring
transactions. Except as the context requires otherwise, "HCLP" refers to
Hanover Compression Limited Partnership, an indirect wholly owned subsidiary of
Hanover. Except as the context otherwise requires, the "Issuer" refers to
Hanover Equipment Trust 2001B. Except as the context otherwise requires, the
terms "registrants" or "registrant" when used in this prospectus mean the
Issuer (as registrant of the new notes), HCLP (as registrant of the lease
obligations to the Issuer, and the guarantee obligations with respect to the
new notes) and Hanover (as registrant of the guarantee obligations with respect
to the lease obligations to the Issuer and the new notes). Except as the
context otherwise requires, financial and statistical data described as "pro
forma" reflect our acquisition of the gas compression business of Schlumberger
Limited and its affiliates (which we refer to as "Schlumberger") in August 2001.
OVERVIEW
This prospectus relates to the offer by Hanover Equipment Trust 2001B to
exchange its registered 8.75% senior secured notes due 2011 (which we refer to
as the "new notes" or the "notes") for all of its outstanding 8.75% senior
secured notes due 2011 (which we refer to as the "old notes"). The terms of the
new notes are identical to the terms of the old notes except that the new notes
are freely transferable under the Securities Act and do not have any exchange
or registration rights. The exchange offer expires at 5:00 p.m., New York City
time, on , 2002, unless extended.
The old notes were issued by the Issuer on August 30, 2001 as part of an
operating lease transaction with HCLP. The Issuer used the proceeds from the
old notes, together with equity financing raised by the Issuer, to purchase
domestic natural gas compression equipment from HCLP and certain of its
subsidiaries, and then leased that equipment to HCLP for a ten-year term. The
Issuer intends to make interest and principal payments on the notes using the
payments received from HCLP under the operating lease.
The notes are obligations of the Issuer. The Issuer's obligations under the
notes are jointly and severally guaranteed, unconditionally and on a senior
subordinated basis, by Hanover and HCLP for an amount up to 70.0% of the
aggregate principal balance of notes outstanding, which is equal to the final
rent payment under the operating lease. If there is an event of default under
the operating lease, Hanover and HCLP guarantee, jointly and severally, on a
senior subordinated basis, all of the Issuer's obligations under the notes. All
of HCLP's obligations under the operating lease are unconditionally guaranteed,
on a senior subordinated basis, by Hanover. The Issuer is not affiliated with
Hanover or HCLP.
1
HANOVER EQUIPMENT TRUST 2001B
Hanover Equipment Trust 2001B is a special purpose Delaware business trust
formed in August 2001 to raise equity financing, issue the old notes and the
new notes and enter into certain contracts and consummate certain transactions
described in this prospectus. Hanover Equipment Trust 2001B is the sole issuer
of the notes. Because it is the sole equity certificate holder of the Issuer,
General Electric Capital Corporation ("GE Capital") is the owner of the Issuer.
However, GE Capital has no obligation to pay the principal or interest on the
notes.
The Issuer used the proceeds of the old notes, together with equity
financing raised by the Issuer, to purchase equipment for lease to HCLP for a
ten-year term. Under the operating lease with HCLP, the Issuer receives lease
payments that are sufficient in amount to pay interest on the notes, and to
provide a yield to the equity certificate holder of the Issuer. On or after
September 1, 2006, HCLP has an option to purchase the leased equipment from the
Issuer for an amount sufficient to repay the notes in full. If HCLP does not
exercise its option to purchase all the leased equipment, HCLP is required to
use its best efforts to sell the equipment on the Issuer's behalf. In such
event, at the end of the lease term, HCLP is required to make a final rent
payment equal to approximately $175 million, plus the proceeds from the sale of
the leased equipment. All of these amounts will be applied to repay the notes.
If the final rent payment and the proceeds from the sale of the leased
equipment are insufficient to pay the notes in full, HCLP will be liable for an
assessment of additional rent with respect to actual excess wear and tear of
the leased equipment, as determined by an independent appraisal procedure. If
the sale option is exercised, the final rent payment, sale proceeds and the
assessment of additional rent may not be sufficient for the Issuer to repay the
notes in full. To the extent the final rent payment and the proceeds from the
sale of leased equipment exceed the amounts required to pay the notes, the
excess will be used first to repay contributed capital to the equity
certificate holder and then returned to HCLP.
The Issuer's obligations under the notes are jointly and severally
guaranteed, unconditionally and on a senior subordinated basis, by Hanover and
HCLP for an amount up to 70.0% of the aggregate principal balance of notes
outstanding, which is equal to the final rent payment under the operating
lease. If there is no event of default under the operating lease and HCLP does
not purchase the Equipment, neither Hanover nor HCLP has any obligation to pay
30.0% of the aggregate principal balance of notes outstanding, and the holders
of notes will be dependent upon the final rent payment, the proceeds of the
sale of leased equipment and the assessment of additional rent, if any, to
repay the outstanding principal balance of the notes in full. The value of the
leased equipment at the end of the lease term will depend on market and
economic conditions at that time, the supply of similar types of equipment, the
availability of buyers, the condition of the leased equipment and other factors
beyond our control. If there is an event of default under the operating lease,
Hanover and HCLP guarantee, jointly and severally, on a senior subordinated
basis, all of the Issuer's obligations under the notes.
Hanover Equipment Trust 2001B is a special purpose business trust formed
under the laws of the State of Delaware. Its principal executive office is
located c/o Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, and its telephone number at that address is
(302) 651-1000.
HANOVER COMPRESSOR COMPANY
HANOVER COMPRESSION LIMITED PARTNERSHIP
Hanover Compressor Company, through its indirect wholly-owned subsidiary
Hanover Compression Limited Partnership and its subsidiaries, is the global
market leader in full service natural gas compression and a leading provider of
service, fabrication and equipment for contract natural gas handling
applications. We sell this equipment and provide it 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,
our customers include national oil companies and premier independent
2
and major oil and gas producers and distributors. In conjunction with our
maintenance business, we have developed our parts and service business to
provide solutions to customers that own their own compression equipment, but
want to outsource their operations. Our compression services are complemented
by our compressor and oil and gas production equipment fabrication operations
and gas processing and treating, gas measurement and power generation services,
which broaden our customer relationships both domestically and internationally.
Our products and services are essential to the production, processing,
transportation and storage of natural gas and are provided primarily to energy
producers and distributors of natural gas. Our decentralized operating
structure, technically experienced personnel and high quality compressor fleet
allow us to successfully provide reliable and timely customer service. As a
result, we have experienced substantial growth over the past five years and
have developed and maintained a number of long-term customer relationships.
This has enabled us to maintain an average horsepower utilization rate of
approximately 93% from 1997 to 2001, compared to industry rates which we
believe to have been 80% to 85% for this period. We have traditionally excluded
from the rental utilization certain units from acquired companies requiring
maintenance and upgrade to our standards. Total compression horsepower as of
September 30, 2002 was 3,621,000 of which 360,000 was not available for use in
the field.
We compete primarily in the market for transportable natural gas compression
units of up to 4,450 horsepower. This market for rental compression has
experienced significant growth over the past decade, with a compound annual
growth rate which we estimate to be approximately 15%. We believe that the
growth in the domestic gas compression market will continue due to the
increased consumption of natural gas, the continued aging of the natural gas
reserve base and the attendant decline of wellhead pressures, and the discovery
of new reserves.
The rental portion of the domestic gas compression market is estimated to be
at least 5.2 million horsepower and accounts for approximately 34% of the
aggregate U.S. horsepower, up from 20% in 1992. Growth of rental compression
capacity in the U.S. market is primarily driven by the increasing trend toward
outsourcing by energy producers and processors. We believe that outsourcing
provides the customer greater financial and operating flexibility by minimizing
the customer's investment in equipment and enabling the customer to more
efficiently resize compression units to meet the changing reservoir conditions.
In addition, we believe that outsourcing typically provides the customer with
more timely and technically proficient service and necessary maintenance, which
often reduces operating costs. Internationally, we believe similar growth
opportunities for compressor rental and sales exist due to (i) increased
worldwide energy consumption, (ii) implementation of international
environmental and conservation laws preventing the flaring of natural gas, and
(iii) increased outsourcing by energy producers and processors.
As of September 30, 2002, we operated a global fleet of 7,175 compression
rental units with an aggregate capacity of approximately 3,621,000 horsepower
(excluding 170,000 in noncompression horsepower). We believe that we are
currently the largest natural gas compression company in the United States on
the basis of aggregate rental horsepower with 6,390 rental units having an
aggregate capacity of approximately 2,782,000 horsepower at September 30, 2002.
We estimate that we are one of the largest providers of compression services in
the rapidly growing Latin American and Canadian markets, operating 785 units
internationally with approximately 839,000 horsepower at September 30, 2002.
Substantially all of our assets and operations are owned or conducted by our
wholly-owned subsidiary, Hanover Compression Limited Partnership. In December
2001, HCLP and its subsidiaries completed various internal restructuring
transactions pursuant to which certain of the domestic subsidiaries of HCLP
were merged, directly or indirectly, with and into HCLP.
Hanover Compressor Company is a corporation formed under the laws of the
State of Delaware. Its principal executive office is located at 12001 North
Houston Rosslyn, Houston, Texas 77086, telephone (281) 447-8787.
Hanover Compression Limited Partnership is a limited partnership formed
under the laws of the State of Delaware and is an indirect wholly-owned
subsidiary of Hanover Compressor Company. Its principal executive office is
located at 12001 North Houston Rosslyn, Houston, Texas 77086, telephone (281)
447-8787.
3
THE OPERATING LEASE TRANSACTION
The Issuer used the proceeds from the sale of the old notes and the related
equity certificates to purchase from HCLP and certain of its subsidiaries a
portion of the gas compression assets acquired from Schlumberger in the POI
acquisition and certain other domestic gas compression equipment which at the
time of issuance of the old notes had an aggregate appraised fair market value
of approximately $258 million (the "Equipment"). We used the proceeds from the
sale of Equipment to exercise our equipment purchase option under our 1998
operating lease and for general corporate purposes. The Issuer then leased the
Equipment to HCLP for a ten-year term under an operating lease (the "Lease").
The parties intend that (i) for purposes of financial accounting, the Lease
will be treated as an operating lease and (ii) for purposes of federal, state
and local income taxes, state laws and federal and state bankruptcy or
insolvency laws, the Lease will be treated as a financing arrangement.
Under the Lease, HCLP pays rent to the Issuer sufficient to enable the
Issuer to make interest payments under the notes, and to provide a yield to the
equity certificate holder of the Issuer. On or after September 1, 2006, HCLP
has an option to purchase the Equipment from the Issuer for an amount
sufficient to repay the notes in full. If HCLP does not exercise its option to
purchase all the Equipment, HCLP is required to use its best efforts to sell
the Equipment on the Issuer's behalf. In such event, at the end of the Lease
term, HCLP is required to make a payment equal to approximately $175 million
(as such amount may be reduced from time to time upon purchases of the
Equipment by HCLP in accordance with the terms of the Lease, the "Final Rent
Payment") plus the proceeds from the sale of the Equipment. All of these
amounts will be applied to repay the notes. Any excess amounts will be used to
repay the unrecovered amount of the investments made in the Issuer by its
equity certificate holder. Any remaining proceeds will be returned to HCLP. If
the Final Rent Payment and the proceeds from the sale of the Equipment are
insufficient to pay the notes in full, then HCLP will be liable for an
assessment of additional rent with respect to actual excess wear and tear of
the Equipment, as determined by an independent appraisal procedure. The Final
Rent Payment, sale proceeds and assessment of additional rent may not be
sufficient to repay the notes in full.
Payment of the principal, premium, if any, and interest on the notes is
secured by a perfected first priority security interest in the Issuer's
interest in the Equipment and an assignment of the Lease and the guarantee to
the trustee for the notes. Hanover guarantees, on a senior subordinated basis,
the full payment of the Lease obligations by HCLP (the "Lease Guarantee"). The
notes are jointly and severally guaranteed, unconditionally and on a senior
subordinated basis, by Hanover and HCLP for an amount up to 70.0% of the
aggregate principal balance of notes outstanding, which is equal to the Final
Rent Payment under the Lease. If there is an event of default under the Lease,
Hanover and HCLP guarantee, jointly and severally, on a senior subordinated
basis, all of the Issuer's obligations under the notes (the "Notes Guarantee";
we refer to the Notes Guarantee and the Lease Guarantee collectively as the
"Hanover Guarantee"). If there is no event of default under the Lease and HCLP
does not purchase the Equipment, neither Hanover nor HCLP has any obligation to
pay 30.0% of the aggregate principal balance of notes outstanding, and the
holders of notes will be dependent upon the final rent payment, the proceeds of
the sale of leased equipment and the assessment of additional rent, if any, to
repay the outstanding principal balance of the notes in full. The value of the
leased equipment at the end of the lease term will depend on market and
economic conditions at that time, the supply of similar types of equipment, the
availability of buyers, the condition of the leased equipment and other factors
beyond our control.
When we issued the old notes on August 30, 2001, certain of Hanover's
domestic subsidiaries were guarantors under the Hanover Guarantee. In December
2001, consistent with the terms of the Lease and the other operative
agreements, Hanover and its subsidiaries completed various internal
restructuring transactions pursuant to which all of the domestic subsidiaries
of Hanover (other than HCLP) that were guarantors of the old notes have been
merged, directly or indirectly, with and into HCLP. As a result, Hanover and
HCLP are the only remaining guarantors under the Hanover Guarantee.
4
The chart below illustrates the Lease facility, which includes the new notes.
[FLOW CHART]
HANOVER LEASE GUARANTEE
100% NOTES NOTES EQUITY
INDIRECT GUARANTEE HOLDERS CERTIFICATE
OWNERSHIP HOLDER NOTES EQUITY
CERTIFICATES
HCLP LEASE ISSUER
OF
EQUIPMENT
The sale of the Equipment by Hanover and its subsidiaries to the Issuer,
together with the Issuer's lease of the Equipment to HCLP, provided us with a
number of advantages over other sources of capital available to us at the time
of the transaction. Specifically, Hanover believes sale and leaseback
transactions (1) enable Hanover to extend the duration of its financing
arrangements, (2) reduce Hanover's cost of capital and (3) provide access to a
source of capital other than traditional bank financing. The disadvantage of
this structure to the holders of the notes is that, because the notes are
obligations of the Issuer and not Hanover or its subsidiaries, the holders of
the notes have no recourse to the assets of Hanover or its subsidiaries except
pursuant to the Lease and the Hanover Guarantee.
Hanover and its subsidiaries have entered into several sale and leaseback
transactions with special purpose entities (including the Issuer). These
special purpose entities and the related compression equipment and debt are not
included in Hanover's financial statements, although Hanover has disclosed in
its financial statements the impact of these sale and leaseback transactions on
its financial position and results of operations. In June 2002, the Financial
Accounting Standards Board issued an Exposure Draft of a proposed
Interpretation, Consolidation of Certain Special Purpose Entities. This
accounting rule has not been finalized but may require us to include in our
consolidated financial statements special purpose entities, that lease
compression equipment to us. If Hanover was required to consolidate these
special purpose entities (including the Issuer) in its financial statements as
of September 30, 2002, Hanover would add approximately $1,031 million in
compressor equipment and approximately $1,140 million in debt to its balance
sheet, reverse $109 million of the deferred gains that were recorded on its
balance sheet as a result of the sale and leaseback transactions, record
depreciation expense in future periods and may be required to record
depreciation related to prior periods. For a more detailed discussion of
Hanover's and HCLP's sale and leaseback transactions, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Hanover Compressor Company and Hanover Compression Limited
Partnership--Critical Accounting Policies and Estimates--Sale and Leaseback
Transactions" and "--Leasing Transactions."
The indenture, the participation agreement and our bank credit agreement
contain limitations on Hanover's ability to incur additional indebtedness or
enter into other sale and leaseback transactions. Our bank credit agreement
permits us to incur indebtedness, subject to covenant limitations, up to the
$350 million credit limit under our bank credit agreement, plus, in addition to
certain other indebtedness, an additional $300 million in unsecured
indebtedness and $125 million of other unsecured indebtedness. Giving effect to
the covenant limitations in our bank credit agreement, the liquidity available
under our revolving credit facility at September 30, 2002 was approximately $20
million. In addition, our bank credit agreement permits us to enter into future
sale and leaseback transactions with respect to equipment having a value not in
excess of $300 million.
5
In addition to purchase money and similar obligations, the indenture and the
participation agreement permit us to incur indebtedness up to the $350 million
credit limit under our bank credit agreement, plus (1) an additional $75
million in unsecured indebtedness and (2) any additional indebtedness so long
as, after incurring such indebtedness, Hanover's ratio of the sum of
consolidated net income before interest expense, income taxes, depreciation
expense, amortization of intangibles, other non-cash charges and rental expense
to total fixed charges (all as defined and adjusted by these agreements), or
Hanover's coverage ratio, is greater than 2.25 to 1.0. The indenture and the
participation agreements define indebtedness to include the present value of
the total rental obligations under sale and leaseback transactions and under
operating lease facilities similar to this Lease facility.
The notes are obligations of the Issuer. The Issuer's sole sources of
payment of the principal and interest on the notes are rent payments under the
Lease, the Final Rent Payment, proceeds of the sale of Equipment, the
assessment of additional rent, if any, and amounts received under the Hanover
Guarantee. The obligations of Hanover and HCLP under the Lease and the Hanover
Guarantee are subordinated in right of payment to all existing and future
senior indebtedness of Hanover and HCLP. If there is a payment default by
Hanover or HCLP under the Hanover Guarantee or the Lease, so that neither
Hanover nor HCLP has sufficient cash and capital resources to pay their
obligations, the only source of payment of the notes will be the proceeds from
the sale of the Equipment. The value realized upon a future sale of Equipment
will depend on market and economic conditions at that time and other factors,
and the proceeds realized from the sale of Equipment may be insufficient to
cover the Issuer's obligations under the notes. Events of default under the
indenture differ in certain respects from events of default under the Lease.
Unless there is an event of default under the Lease, the Issuer would have
recourse under the Hanover Guarantee only up to 70.0% of the aggregate
principal balance of the notes outstanding, which is equal to the Final Rent
Payment. In this case, neither Hanover nor HCLP would be obligated to pay the
remaining 30.0% of the aggregate principal balance of notes outstanding. As a
result, the Issuer may be unable to perform its obligations under the
indenture. See "Risk Factors--Risks Related to the Notes" for a more detailed
discussion of the risks involved in an investment in the notes.
RESTATEMENT OF FINANCIAL STATEMENTS
April 2002 Restatement
In April 2002, based upon an investigation that was conducted by counsel
under the direction of the Audit Committee, Hanover restated its revenues,
income before taxes, net income and earnings per share for the year ended
December 31, 2000 and each of the quarters in the nine months ended September
30, 2001.
The net effect of this restatement on Hanover for the year ended December
31, 2000 and the nine months ended September 30, 2001 was as follows (in
thousands, except per share amounts):
Year Ended Nine Months Ended
December 31, 2000 September 30, 2001
---------------------- ------------------------
As Originally As Originally
Filed Restated Filed Restated
------------- -------- ------------- --------
Revenue.................. $603,829 $566,081 $782,788/(1)/ $757,667/(1)/
Income before taxes...... 93,470 81,471 104,281 98,402
Net income............... 58,699 51,164 64,497 60,851
Earnings per common share
Basic................. $ 0.95 $ 0.83 $ 0.92 $ 0.87
Diluted............... $ 0.88 $ 0.77 $ 0.86 $ 0.81
/(1)/ As adjusted for a reclassification to conform to the 2002 financial
statement presentation.
6
The net effect of this restatement on HCLP for the year ended December 31,
2000 and the nine months ended September 30, 2001 was as follows (in thousands):
Year Ended Nine Months Ended
December 31, 2000 September 30, 2001
---------------------- ------------------------
As Originally As Originally
Filed Restated Filed Restated
------------- -------- ------------- --------
Revenue............ $603,829 $566,081 $782,788/(1)/ $757,667/(1)/
Income before taxes 99,839 87,840 114,346 108,467
Net income......... 62,699 55,164 70,738 67,092
November 2002 Restatement
Subsequent to the April 2002 restatement, a special committee of the Board
of Directors, together with the Audit Committee of the Board and our
management, aided by outside legal counsel, completed an extensive
investigation of certain transactions recorded during 2001, 2000 and 1999,
including those transactions restated by Hanover in April 2002. As a result of
this investigation, Hanover determined, with the concurrence of its independent
auditors, to restate its 2001, 2000 and 1999 financial statements. Accordingly,
revenues, income before income taxes, net income and earnings per share have
been restated for the years ended December 31, 2001, 2000 and 1999 and for the
nine months ended September 30, 2001.
The net effect of this restatement on Hanover was as follows (in thousands,
except per share amounts):
Year Ended Year Ended Year Ended Nine Months Ended
December 31, 2001 December 31, 2000 December 31, 1999 September 30, 2001
--------------------- ------------------- ------------------- -----------------------
As As As As
Previously Previously Previously Previously
Filed Restated Filed Restated Filed Restated Filed Restated
---------- ---------- ---------- -------- ---------- -------- ---------- --------
Revenue....... $1,078,209 $1,070,697 $566,081 $562,786 $323,220 $318,130 $757,667/(1)/ $757,667
Income before
income taxes. 117,410 117,047 81,471 79,010 63,586 60,463 98,402 97,686
Net income.... 72,637 72,413 51,164 49,639 40,441 38,455 60,851 60,409
Earnings per
share........
Basic..... $ 1.00 $ 1.00 $ 0.83 $ 0.80 $ 0.71 $ 0.67 $ 0.87 $ 0.86
Diluted... $ 0.95 $ 0.94 $ 0.77 $ 0.75 $ 0.66 $ 0.63 $ 0.81 $ 0.80
The net effect of this restatement on HCLP was as follows (in thousands):
Year Ended Year Ended Year Ended Nine Months Ended
December 31, 2001 December 31, 2000 December 31, 1999 September 30, 2001
--------------------- ------------------- ------------------- -----------------------
As As As As
Previously Previously Previously Previously
Filed Restated Filed Restated Filed Restated Filed Restated
---------- ---------- ---------- -------- ---------- -------- ---------- --------
Revenue...... $1,078,209 $1,070,697 $566,081 $562,786 $323,220 $318,130 $757,667/(1)/ $757,667
Income before
income
taxes....... 131,590 131,227 87,840 85,379 63,864 60,741 108,467 107,751
Net income... 81,429 81,205 55,164 53,639 40,618 38,632 67,092 66,650
/(1)/ As adjusted for a reclassification to conform to the 2002 financial
statement presentation.
For a more detailed discussion of the impact of, and transactions giving
rise to, the restatements, please see notes 20 and 21 to Hanover's 2001
consolidated financial statements, which are incorporated by reference in this
prospectus, and notes 19 and 20 to HCLP's consolidated financial statements,
which are included in this prospectus.
7
THE EXCHANGE OFFER
The Exchange Offer The Issuer is offering to exchange $1,000 principal
amount of new notes for each $1,000 principal
amount of old notes. As of the date hereof,
$250,000,000 in aggregate principal amount of old
notes are outstanding.
Based on interpretations of the staff of the SEC, as set
forth in no-action letters issued to certain third parties
unrelated to us, we believe that the new notes may be
offered for resale, resold or otherwise transferred by
you without compliance with the registration and
prospectus delivery requirements of the Securities
Act, unless you:
. are an "affiliate" of ours within the meaning of
Rule 405 under the Securities Act;
. are a broker-dealer who purchased old notes
directly from us for resale under Rule 144A or
any other available exemption under the
Securities Act;
. acquired the new notes other than in the ordinary
course of your business; or
. are engaged in a distribution of the new notes or
have an arrangement with any person to engage in
the distribution of new notes.
The SEC has not considered the exchange offer in the
context of a no-action letter, however, and we cannot
be sure that the staff of the SEC would make a similar
determination with respect to the exchange offer as in
such other circumstances. In order to participate in the
exchange offer, you must make the representations set
forth in the letter of transmittal that we are sending
you with this prospectus.
Registration Rights We sold the old notes on August 30, 2001 in a private
placement in reliance on Section 4(2) of the Securities
Act. The old notes were immediately resold by the
initial purchasers in the United States in reliance on
Rule 144A under the Securities Act and outside the
United States in reliance on Regulation S under the
Securities Act. At the same time, we entered into an
exchange and registration rights agreement with the
initial purchasers requiring us to make this exchange
offer. This exchange offer satisfies those rights, which
terminate upon consummation of the exchange offer.
You will not be entitled to any exchange or
registration rights with respect to the new notes.
Additionally, after completion of the exchange offer,
we will no longer be required to register with the SEC
any transfer of old notes that remain outstanding.
8
Expiration Date............................ The exchange offer will expire at 5:00 p.m.,
, 2002, New York City time, or a later
date and time if we extend it (the "Expiration Date").
Withdrawal................................. You may withdraw the tender of the old notes
pursuant to the exchange offer at any time prior to the
Expiration Date. Promptly after the expiration or
termination of the exchange offer we will return to
you at our expense any old notes not accepted for
exchange for any reason.
Interest on the New Notes and the Old Notes Interest on the new notes will accrue from the date of
the last payment of interest on the old notes. No
interest will be paid on the old notes tendered and
accepted for exchange.
Conditions to the Exchange Offer........... The exchange offer is subject to customary
conditions, some of which may be waived by us. See
"The Exchange Offer--Conditions to the Exchange
Offer."
Procedures for Tendering Old Notes......... If you wish to accept the exchange offer, you must
first complete, sign and date an original or faxed letter
of transmittal, in accordance with the instructions
contained in this prospectus and in the letter of
transmittal. You must then mail, fax or deliver the
letter of transmittal, together with the old notes and
any other required documentation, to Wilmington
Trust FSB at the address set forth in this prospectus.
If you are a person holding the old notes through the
Depository Trust Company and wish to accept the
exchange offer, you must do so through the
Depository Trust Company's Automated Tender
Offer Program, by which you will agree to be bound
by the letter of transmittal. By executing or agreeing
to be bound by the letter of transmittal, you will be
making a number of important representations to us,
as described under "The Exchange Offer--Procedures
for Tendering" and "--Terms and Conditions of the
Letter of Transmittal."
If you are a broker-dealer that will receive new notes
for your own account in exchange for old notes that
you acquired as a result of your market-making or
other trading activities, you will be required to
acknowledge in the letter of transmittal that you will
deliver a prospectus in connection with any resale of
the new notes.
9
We will accept for exchange any and all old notes that
are properly tendered in the exchange offer prior to
the Expiration Date. The new notes issued in the
exchange offer will be delivered promptly following
the Expiration Date. See "The Exchange Offer--
Terms of the Exchange Offer."
Exchange Agent................... Wilmington Trust FSB is serving as exchange agent
in connection with the exchange offer.
Federal Income Tax Considerations The exchange of old notes for new notes in the
exchange offer will not constitute a sale or an
exchange for federal income tax purposes. Therefore,
you will not have to pay federal income tax as a result
of your participation in the exchange offer. See
"United States Federal Income Tax Considerations."
Effect of Not Tendering.......... Old notes that are not tendered or that are tendered
but not accepted will, following the completion of the
exchange offer, continue to be subject to their existing
transfer restrictions. As a result of those restrictions
and the availability of registered new notes, the old
notes are likely to be much less liquid than before.
We will have no further obligation to provide for
exchange or registration under the Securities Act of
such old notes.
Neither the Delaware General Corporation Law nor
the indenture relating to the old notes gives you any
appraisal or dissenters' rights or any other right to
seek monetary damages in court if you do not
participate in the exchange offer.
10
THE NEW NOTES
The summary below contains basic information about the principal terms of
the new notes and is not intended to be complete. It does not contain all the
information that is important to you. The terms and conditions described below
are subject to important limitations and exceptions. The "Description of Notes"
section of this prospectus contains a more detailed description of the terms
and conditions of the new notes.
The Offering
Issuer...................... Hanover Equipment Trust 2001B.
Notes Offered............... $250,000,000 aggregate principal amount of 8.75%
Senior Secured Notes Due 2011.
Maturity Date............... September 1, 2011.
Interest Rate............... 8.75% per year.
Interest Payment Dates...... March 1 and September 1 of each year, commencing
March 1, 2003.
Use of Proceeds............. There will be no cash proceeds from the issuance
of the new notes under this exchange offer. The
Issuer used the proceeds from its offering of the
old notes to purchase the Equipment from HCLP.
The proceeds from the sale of such Equipment were
used by HCLP to exercise its equipment purchase
option under an existing operating lease and for
general corporate purposes.
Lease....................... HCLP leases the Equipment from the Issuer under
the Lease. Payments under the Lease are senior
subordinated obligations of HCLP. The term of the
Lease started on August 31, 2001, and ends on
September 1, 2011. The Lease is a "triple net
lease." See "Summary of Principal Operative
Agreements--The Lease."
Lease Guarantee............. Hanover and any material domestic subsidiaries
created or acquired by Hanover on or after the
issue date that become guarantors under Hanover's
$350 million bank credit agreement have
guaranteed or will guarantee, as applicable,
jointly and severally and on a senior
subordinated basis, all obligations of HCLP under
the Lease, including all rent payments.
Notes Guarantee............. Hanover, HCLP, and any material domestic
subsidiaries created or acquired by Hanover on or
after the issue date that become guarantors under
Hanover's $350 million bank credit agreement have
guaranteed or will guarantee, as applicable,
jointly and severally, unconditionally and on a
senior subordinated basis, the payment when due
of all amounts required to be paid by the Issuer
under the notes, up to the maximum amount of
70.0% of the aggregate principal balance of notes
outstanding, which is equal to the Final Rent
Payment under the Lease. If there is an event of
default under the Lease, Hanover and HCLP
guarantee, jointly and severally, on a senior
subordinated basis, the payment when due of all
amounts required to be paid by the Issuer under
the notes.
11
Security and Funds for
Payment................... The notes are obligations of the Issuer. The
Lease is an obligation of HCLP. There is no
amortization or sinking fund to cover the
principal payment of the notes. Payment of the
principal, premium, if any, and interest on the
notes is secured by a perfected first priority
security interest in the Issuer's interest in the
Equipment and an assignment of the Lease and the
Hanover Guarantee to the trustee for the holders
of the notes. Under the Lease, HCLP pays rent to
the Issuer sufficient to enable the Issuer to
make interest payments under the notes. Holders
of the notes have recourse on a secured basis
only with respect to the Equipment and other
assets of the Issuer described under "Description
of Notes--Security."
Ranking..................... The notes are senior secured obligations of the
Issuer, and the Issuer is not permitted to incur
any additional indebtedness. The obligations of
HCLP under the Lease are subordinated in right of
payment to all existing and future senior
indebtedness of HCLP. The obligations of Hanover
and HCLP under the Hanover Guarantee are
subordinated in right of payment to all existing
and future senior indebtedness of Hanover and
HCLP. The Hanover Guarantee ranks equally in
right of payment with all senior subordinated
debt and senior to all subordinated debt of
Hanover and HCLP. As of September 30, 2002,
Hanover had total senior indebtedness of
approximately $930 million, which consists of
$192 million of indebtedness under Hanover's
4.75% convertible senior notes due 2008, $237
million under our $350 million bank credit
agreement (including outstanding letters of
credit), $474 million in residual value
guarantees under operating leases and
approximately $27 million in other debt. As of
September 30, 2002, Hanover had $232 million in
residual value guarantees under an operating
lease that ranks equally with Hanover's
obligations under the Hanover Guarantee.
As of September 30, 2002, HCLP had total senior
indebtedness of approximately $738 million, which
consists of $237 million under our $350 million
bank credit agreement (including outstanding
letters of credit), $474 million in residual
value guarantees under existing operating leases
and approximately $27 million in other debt. As
of September 30, 2002, HCLP had $232 million in
residual value guarantees under an operating
lease that ranks equally with HCLP's obligations
under the Lease and the Hanover Guarantee.
Payment Blockage Periods.... During the continuance of certain defaults under
senior indebtedness of Hanover or HCLP, Hanover
or HCLP, as the case may be, will not be
permitted to make payments under the Hanover
Guarantee or the Lease for a period of up to 179
of 360 consecutive days. Any remedies exercisable
against the Equipment securing the notes will
also be blocked during such period.
Optional Redemption......... Prior to September 1, 2004, if Hanover raises
proceeds from one or more bona fide underwritten
sales to the public of Hanover's common stock and
Hanover causes HCLP to repurchase Equipment from
the Issuer, the Issuer is required to apply the
proceeds it receives to
12
redeem up to 35% of the notes at a redemption
price of 108.75% of the principal amount thereof.
Otherwise, the Issuer does not have the right to
redeem the notes until September 1, 2006. After
September 1, 2006, the Issuer may redeem the
notes, in whole or in part, if it pays the
redemption premium described under "Description
of Notes--Optional Redemption."
Mandatory Offer to Repurchase If Hanover or any of its restricted subsidiaries
sell certain assets and do not reinvest the
proceeds or pay down debt, or if Hanover
experiences specific changes of control, Hanover
is required to cause HCLP to repurchase Equipment
from the Issuer at a total price equal to the sum
of (1) the principal and interest due on the
notes, (2) the amount necessary to repay the
equity certificate holder's capital contribution
and any unpaid certificate holder yield amounts,
and (3) all other amounts due to the note
holders, equity certificate holder or the trustee
of the Issuer. The repurchase price per unit is
determined by allocating the total repurchase
price to each piece of Equipment on a relative
cost basis. The Issuer is required to apply the
proceeds from the sale of the Equipment to offer
to repurchase the notes for cash in the amount
described under "Description of Notes--Certain
Covenants under the Participation
Agreement--Limitation on Sales of Assets and
Subsidiary Stock" and "Description of
Notes--Change of Control." There can be no
assurance that the Issuer will have sufficient
funds or that the Issuer will be able to arrange
for additional financing to repurchase the notes
tendered following a change in control. See "Risk
Factors" for a description of the possible
effects if the Issuer is unable to purchase the
notes upon a change of control.
Certain Covenants of the
Issuer.................... The Issuer issued the old notes, and will issue
the new notes, under an indenture with Wilmington
Trust FSB, the indenture trustee, and a
participation agreement. The indenture governing
the notes contains covenants that limit the
Issuer's ability to, among other things:
. incur liens;
. incur additional indebtedness;
. enter into any other transactions;
. make investments;
. liquidate; and
. engage in non-related lines of business.
These covenants are subject to a number of
important qualifications and limitations. See
"Description of Notes--Certain Covenants Under
the Indenture."
Certain Covenants under the
Participation Agreement..... The participation agreement contains covenants
that limit the ability of Hanover and its
restricted subsidiaries (including HCLP) to,
among other things:
. incur additional indebtedness;
13
. layer indebtedness;
. pay dividends on or repurchase their
capital stock;
. purchase or redeem subordinated obligations
prior to maturity;
. make investments;
. incur liens;
. permit restrictions on the ability of the
restricted subsidiaries to pay dividends on
their capital stock and to repay
indebtedness, make loans or transfer
property to Hanover or its other
subsidiaries;
. dispose of assets;
. engage in affiliate transactions;
. transfer the capital stock of the
restricted subsidiaries;
. transfer all or substantially all of the
assets of Hanover to another person; and
. engage in non-related lines of business.
These covenants are subject to a number of
important qualifications and limitations. See
"Description of Notes--Certain Covenants Under
the Participation Agreement."
You should refer to the section entitled "Risk Factors" for an explanation
of certain risks of investing in the new notes.
14
SUMMARY FINANCIAL DATA OF
HANOVER COMPRESSOR COMPANY AND
HANOVER COMPRESSION LIMITED PARTNERSHIP
In the table below and the footnotes thereto, we have provided you with
Hanover's and HCLP's summary historical consolidated financial data and pro
forma combined condensed financial data. The historical consolidated financial
data as of and for each of the fiscal years in the three-year period ended
December 31, 2001 were derived from Hanover's and HCLP's audited consolidated
financial statements. The historical consolidated financial data as of and for
the nine months ended September 30, 2002 and 2001 were derived from Hanover's
and HCLP's unaudited condensed consolidated financial statements. In the
opinion of management, such unaudited financial statements contain all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position and results of operations of such interim
periods.
In August 2001, we acquired the gas compression business of Schlumberger for
approximately $761 million in cash, indebtedness, and common stock, subject to
certain post-closing adjustments pursuant to the acquisition agreement that to
date have resulted in an increase in the purchase price to approximately $778
million due to an increase in net assets acquired and before any reduction due
to the restrictions on the marketability of the common stock. In addition, we
are required under certain circumstances to pay up to $58 million to
Schlumberger with the proceeds of a financing of a South American joint venture
acquired with the gas compression business of Schlumberger. The pro forma
combined condensed financial data present our pro forma results of operations
as if this acquisition had occurred on January 1, 2001 and were derived from
the pro forma combined condensed financial statements as of and for the year
ended December 31, 2001 included in this prospectus. The pro forma financial
data does not reflect our acquisition of OEC Compression Corporation in March
2001, which is not significant. The pro forma financial data does not purport
to be indicative of the results which would actually have been obtained had the
acquisitions been completed on the date indicated or which may be obtained in
the future.
The information in this section should be read along with Hanover's
consolidated financial statements, accompanying notes and other financial
information, HCLP's consolidated financial statements, accompanying notes and
other financial information, the combined financial statements of the natural
gas compression business of Schlumberger and related pro forma financial data
that, in each case, are included or incorporated by reference in this
prospectus. See "Where You Can Find More Information" and "Incorporation of
Documents by Reference."
15
Hanover Compressor Company
Year Ended December 31,
------------------------------------------------
Pro Forma
2001(1)(2) 2001(1)(4) 2000(1)(3)(4) 1999(1)(4)
----------- ---------- ------------- ----------
(in thousands)
INCOME STATEMENT DATA:
Total revenues and other.......................... $ 1,176,350 $1,070,697 $ 562,786 $318,130
Expenses:
Operating........................................ 699,801 643,781 315,724 155,394
Selling, general and administrative.............. 109,704 100,980 54,632 33,782
Depreciation and amortization.................... 98,259 90,560 52,882 37,337
Leasing expense.................................. 93,309 70,435 45,484 22,090
Interest expense................................. 26,040 17,540 8,685 8,786
Foreign currency translation..................... 6,658 6,658 -- --
Distributions on mandatorily redeemable
convertible preferred securities............... 6,373 6,373 6,369 278
Other............................................ 17,323 17,323 -- --
----------- ---------- ---------- --------
Total expenses................................. 1,057,467 953,650 483,776 257,667
----------- ---------- ---------- --------
Income before income taxes........................ 118,883 117,047 79,010 60,463
Provision for income taxes........................ 45,168 44,470 29,371 22,008
----------- ---------- ---------- --------
Net income before cumulative effect of accounting
change........................................... 73,715 72,577 49,639 38,455
Cumulative effect of accounting change for
derivative instruments, net of tax............... -- (164) -- --
----------- ---------- ---------- --------
Net income........................................ $ 73,715 $ 72,413 $ 49,639 $ 38,455
=========== ========== ========== ========
OTHER DATA:
EBITDAR(5)....................................... $ 342,864 $ 301,955 $ 192,430 $128,954
Ratio of earnings to fixed charges(6)............ 1.9x 2.1x 2.2x 2.8x
CASH FLOWS PROVIDED BY (USED IN):
Operating activities............................. $ 152,774 $ 29,746 $ 71,610
Investing activities............................. (482,277) (67,481) (95,502)
Financing activities............................. 307,259 77,589 18,218
BALANCE SHEET DATA (END OF PERIOD):
Working capital.................................. $ 275,074 $ 282,730 $103,431
Net property, plant and equipment................ 1,151,513 574,703 498,877
Total assets..................................... 2,265,776 1,246,172 753,387
Long-term debt, excluding current maturities..... 504,260 110,935 69,681
Mandatorily redeemable convertible preferred
securities..................................... 86,250 86,250 86,250
Common stockholders' equity...................... 1,039,468 628,947 365,928
16
Hanover Compressor Company
Nine Months
Ended September 30,
------------------------
2002(1) 2001(1)(3)(4)
---------- -------------
(in thousands)
(unaudited)
INCOME STATEMENT DATA:
Total revenues and other.......................... $ 783,386 $ 757,667
Expenses:
Operating........................................ 446,131 453,710
Selling, general and administrative.............. 113,867 68,593
Depreciation and amortization.................... 83,241 62,482
Lease expense.................................... 70,810 47,541
Interest expense................................. 26,573 10,255
Distributions on mandatorily redeemable
convertible preferred securities............... 4,780 4,780
Foreign currency translation..................... 13,339 1,147
Change in fair value of derivative financial
instruments.................................... (1,530) 8,723
Goodwill impairment.............................. 47,500 --
Other............................................ 14,837 2,750
---------- ----------
Total expenses................................. 819,548 659,981
---------- ----------
Income (loss) before income taxes................. (36,162) 97,686
Provision for income taxes........................ 4,986 37,113
---------- ----------
Net income (loss) before cumulative effect of
accounting change................................ (41,148) 60,573
Cumulative effect of accounting change for
derivative instruments, net of income tax........ -- (164)
---------- ----------
Net income (loss)................................. $ (41,148) $ 60,409
========== ==========
OTHER DATA:
EBITDAR(5)....................................... $ 196,742 $ 222,744
Ratio of earnings to fixed charges(6)(7)......... -- 2.4x
CASH FLOWS PROVIDED BY (USED IN):
Operating activities............................. $ 114,906 $ 41,952
Investing activities............................. (146,881) (304,062)
Financing activities............................. 32,839 238,968
BALANCE SHEET DATA (END OF PERIOD):
Working capital.................................. $ 246,393 $ 422,041
Net property, plant and equipment................ 1,231,689 1,010,773
Total assets..................................... 2,208,618 2,145,334
Long-term debt, excluding current maturities..... 571,529 434,709
Mandatorily redeemable convertible preferred
securities..................................... 86,250 86,250
Common stockholders' equity...................... 990,876 1,022,901
17
- --------
(1) Substantially all of Hanover's assets and operations are owned or conducted
by HCLP. To the extent there are differences between the consolidated
financial data for Hanover and the consolidated financial data for HCLP,
these arise due to Hanover's mandatorily redeemable convertible preferred
securities, Hanover's 4.75% convertible senior notes due 2008 and Hanover's
outstanding common stock. The following line items would be different with
respect to HCLP's summary consolidated financial data, compared to
Hanover's summary consolidated financial data presented above:
Year Ended December 31,
-----------------------------------------
Pro Forma
2001 2001 (e) 2000 (d)(e) 1999(e)
--------- ---------- ----------- --------
(in thousands)
Net income (a)............................................ $82,507 $ 81,205 $ 53,639 $ 38,632
OTHER DATA:
Ratio of earnings to fixed charges(6)................... 2.1x 2.3x 2.4x 2.8x
CASH FLOWS PROVIDED BY:
Operating activities.................................... $ 163,723 $ 38,218 $ 79,099
Financing activities.................................... 296,310 69,117 10,729
BALANCE SHEET DATA (END OF PERIOD):
Working capital......................................... $ 278,109 $ 282,911 $103,709
Total assets............................................ 2,259,214 1,244,264 753,464
Long-term debt, excluding current maturities (b)........ 312,260 110,935 69,681
Mandatorily redeemable convertible preferred
securities (c)......................................... -- -- --
Partners' equity........................................ 1,305,970 711,000 452,432
Nine Months Ended
September 30,
----------------------
2002 2001(d)(e)
---------- ----------
(in thousands)
(unaudited)
Net income (loss) (a)................................................ $ (27,130) $ 66,650
OTHER DATA:
Ratio of earnings to fixed charges(6)(8)........................... -- 2.7x
CASH FLOWS PROVIDED BY
Operating activities............................................... $ 128,841 $ 51,239
Financing activities............................................... 18,904 229,681
BALANCE SHEET DATA (END OF PERIOD):
Working Capital.................................................... $ 247,390 $ 422,483
Total assets....................................................... 2,205,518 2,137,257
Long-term debt, excluding current maturities (b)................... 379,529 242,709
Mandatorily redeemable convertible preferred securities (c)........ -- --
Partners' equity................................................... 1,260,186 1,287,221
-
(a) Includes the adjustment to remove the distributions on mandatorily
redeemable convertible preferred securities, net of tax, and, for
2002 and 2001 periods, interest on and amortization of financing
costs associated with the 4.75% convertible senior notes due 2008,
net of tax, both of which are obligations of Hanover but not HCLP.
(b) Includes the adjustment to remove the 4.75% convertible senior notes
due 2008, which are obligations of Hanover but not HCLP.
(c) Mandatorily redeemable convertible preferred securities are
obligations of Hanover but not HCLP.
(d) April 2002 Restatement--In conjunction with a review of our joint
ventures and other transactions conducted by counsel under the
direction of the Audit Committee, HCLP determined to restate its
financial statements for the year ended December 31, 2000 and each of
the quarters in the nine months ended September 30, 2001. The net
effect of this restatement on HCLP for the year ended December 31,
2000 was as follows: (i) a decrease in revenues of $37,748,000, from
$603,829,000 to $566,081,000; (ii) a decrease in income before taxes
of $11,999,000 from $99,839,000 to $87,840,000; and (iii) a decrease
in net income of $7,535,000, from $62,699,000 to $55,164,000. The net
effect of this restatement on HCLP for the nine months ended
September 30, 2001 was as
18
follows: (i) a decrease in revenues of $25,121,000, from $782,788,000
to $757,667,000; (ii) a decrease in income before income taxes of
$5,879,000, from $114,346,000 to $108,467,000; and (iii) a decrease
in net income of $3,646,000 from $70,738,000 to $67,092,000.
(e) November 2002 Restatement--A special committee of Hanover's Board of
Directors, together with the Audit Committee of the Board and our
management, aided by outside legal counsel, completed an extensive
investigation of certain transactions recorded during 2001, 2000 and
1999, including those transactions restated by Hanover in April 2002.
As a result of this investigation, HCLP determined to restate its
financial results for the years ended December 31, 2001, 2000 and
1999. The net effect of this restatement for the year ended December
31, 2001 was as follows:(i) a decrease in revenues of $7,512,000,
from $1,078,209,000 to $1,070,697,000; (ii) a decrease in income
before income taxes of $363,000, from $131,590,000 to $131,227,000;
and (iii) a decrease in net income of $224,000, from $81,429,000 to
$81,205,000. The net effect of this restatement for the nine months
ended September 30, 2001 was as follows:(i) a decrease in income
before income taxes of $716,000, from $108,467,000 to $107,751,000;
and (ii) a decrease in net income of $442,000, from $67,092,000 to
$66,650,000. The net effect of this restatement for the year ended
December 31, 2000 was as follows: (i) a decrease in revenues of
$3,295,000, from $566,081,000 to $562,786,000; (ii) a decrease in
income before income taxes of $2,461,000, from $87,840,000 to
$85,379,000; and (iii) a decrease in net income of $1,525,000, from
$55,164,000 to $53,639,000. The net effect of this restatement for
the year ended December 31, 1999 was as follows: (i) a decrease in
revenues of $5,090,000, from $323,220,000 to $318,130,000; (ii) a
decrease in income before income taxes of $3,123,000, from
$63,864,000 to $60,741,000; and (iii) a decrease in net income of
$1,986,000, from $40,618,000 to $38,632,000.
(2) In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") 142, Goodwill and Other Intangible
Assets. Under SFAS 142, amortization of goodwill to earnings is
discontinued. SFAS 142 was effective for Hanover and HCLP on January 1,
2002. However, under the transition provisions of this statement, goodwill
acquired in a business combination for which the acquisition date is after
June 30, 2001, shall not be amortized. Because the acquisition of the gas
compression business of Schlumberger was consummated after June 30, 2001,
the goodwill related to this acquisition has not been amortized in the pro
forma statements of operations. The goodwill related to business
combinations completed before June 30, 2001 was amortized in the pro forma
presentation because Hanover and HCLP had not adopted SFAS 142 prior to
January 1, 2002.
(3) April 2002 Restatement--In conjunction with a review of our joint ventures
and other transactions conducted by counsel under the direction of the
Audit Committee, Hanover determined to restate its financial statements for
the year ended December 31, 2000 and each of the quarters in the nine
months ended September 30, 2001. The net effect of this restatement on
Hanover for the year ended December 31, 2000 was as follows: (i) a decrease
in revenues of $37,748,000, from $603,829,000 to $566,081,000; (ii) a
decrease in income before taxes of $11,999,000, from $93,470,000 to
$81,471,000; and (iii) a decrease in net income of $7,535,000, from
$58,699,000 to $51,164,000. The net effect of this restatement on Hanover
for the nine months ended September 30, 2001 was as follows: (i) a decrease
in revenues of $25,121,000, from $782,788,000 to $757,667,000; (ii) a
decrease in income before income taxes of $5,879,000, from $104,281,000 to
$98,402,000; and (iii) a decrease in net income of $3,646,000, from
$64,497,000 to $60,851,000.
(4) November 2002 Restatement--A special committee of the Board of Directors,
together with the Audit Committee of the Board and our management, aided by
outside legal counsel, completed an extensive investigation of transactions
recorded during 2001, 2000 and 1999, including those transactions restated
by Hanover in April 2002. As a result of this investigation, Hanover
determined to restate its financial results for the years ended December
31, 2001, 2000 and 1999. The net effect of this restatement for the year
ended December 31, 2001 was as follows:(i) a decrease in revenues of
$7,512,000, from $1,078,209,000 to
19
$1,070,697,000; (ii) a decrease in income before income taxes of $363,000,
from $117,410,000 to $117,047,000; (iii) a decrease in net income of
$224,000, from $72,637,000 to $72,413,000; and (iv) a decrease in diluted
earnings per common share of $0.01. The net effect of this restatement for
the nine months ended September 30, 2001 was as follows:(i) a decrease in
income before income taxes of $716,000, from $98,402,000 to $97,686,000;
(ii) a decrease in net income of $442,000, from $60,851,000 to $60,409,000;
and (iii) a decrease in basic and diluted earnings per common share of
$0.01. The net effect of this restatement for the year ended December 31,
2000 was as follows: (i) a decrease in revenues of $3,295,000, from
$566,081,000 to $562,786,000; (ii) a decrease in income before income taxes
of $2,461,000, from $81,471,000 to $79,010,000; (iii) a decrease in net
income of $1,525,000, from $51,164,000 to $49,639,000; and (iv) a decrease
in earnings per common share of $0.03 basic and $0.02 diluted. The net
effect of this restatement for the year ended December 31, 1999 was as
follows: (i) a decrease in revenues of $5,090,000, from $323,220,000 to
$318,130,000; (ii) a decrease in income before income taxes of $3,123,000,
from $63,586,000 to $60,463,000; (iii) a decrease in net income of
$1,986,000, from $40,441,000 to $38,455,000; and (iv) a decrease in earnings
per common share of $0.04 basic and $0.03 diluted.
(5) EBITDAR consists of the sum of consolidated net income before interest
expense, leasing expense, goodwill impairment, distributions on mandatorily
redeemable convertible preferred securities, income tax, and depreciation
and amortization. We believe that EBITDAR is a commonly used measure of
financial performance for valuing companies in the compression industry.
Additionally, since EBITDAR is a basic source of funds not only for growth
but to service indebtedness, lenders in the private and public debt markets
use EBITDAR as a primary determinate of borrowing capacity. EBITDAR should
not be considered as an alternative performance measure prescribed by
generally accepted accounting principles.
(6) For purposes of computing the ratio of earnings to fixed charges:
"earnings" consist of income before income taxes plus fixed charges and
"fixed charges" consist of interest expense (including amortization of debt
discount and expense), capitalized interest, leasing expense and the
estimated interest factor attributable to rentals.
(7) Due to Hanover's loss for the nine months ended September 30, 2002, the
ratio coverage was less that 1:1. Hanover must generate additional pre-tax
earnings of $45.3 million to achieve a coverage of 1:1. Included in the
loss before tax for the nine months ended September 30, 2002 was a non-cash
goodwill impairment charge of $47.5 million. If such charge would not have
occurred, the ratio of earnings to fixed charges would have been 1.02 to 1.
(8) Due to HCLP's loss for the nine months ended September 30, 2002, the ratio
coverage was less that 1:1. HCLP must generate additional pre-tax earnings
of $33.0 million to achieve a coverage of 1:1. Included in the loss before
tax for the nine months ended September 30, 2002 was a non-cash goodwill
impairment charge of $47.5 million. If such charge would not have occurred,
the ratio of earnings to fixed charges would have been 1.14 to 1.
20
Summary Financial Data of Hanover Equipment Trust 2001B
In the table below, we have provided you with summary historical financial
data for the Issuer. The historical financial data was derived from the
Issuer's audited financial statements as of and for the nine months ended
September 30, 2002 and as of December 31, 2001 and for the period from August
16, 2001 (inception) to December 31, 2001. Operations of the Issuer commenced
on August 16, 2001. The information in this section should be read along with
the Issuer's financial statements, accompanying notes and other financial
information contained in this prospectus.
As of September 30, 2002 As of December 31, 2001
and for the Nine and for the Period from
Months Ended August 16, 2001 (Inception) to
September 30, 2002 December 31, 2001
------------------------ ------------------------------
(in thousands)
OPERATING STATEMENT DATA:
Rental revenues..................................................... $ 19,234 $ 7,911
Expenses:
Interest expense on rental equipment.............................. 18,045 7,352
-------- --------
Excess rental revenue over interest expense on rental equipment.. 1,189 559
Operating expense................................................... 593 269
-------- --------
Net income.......................................................... $ 596 $ 290
======== ========
OTHER DATA:
Ratio of earnings to fixed charges.................................. 1.0x 1.0x
BALANCE SHEET DATA (END OF PERIOD):
Rental equipment.................................................... $257,750 $257,750
Total assets........................................................ 260,384 265,602
8.75% senior secured notes due 2011................................. 250,000 250,000
Certificate holder's equity......................................... 7,750 7,750
- --------
21
RISK FACTORS
An investment in the notes involves risks. You should carefully consider and
evaluate all of the information in this prospectus, including the following
risk factors, before investing.
Risks Related to Our Business
Short Lease Terms--Many of our compressor leases with customers have short
initial terms, and we cannot be sure that the rental compressors will stay out
on location after the end of the initial lease term.
The length of our leases varies based on operating conditions and customer
needs, as more fully discussed in "Business of Hanover Compressor Company and
Hanover Compression Limited Partnership--Compression Services and Compressor
and Accessory Fabrication" on page 92 of this prospectus. In most cases, under
currently prevailing lease rates, the initial lease terms are not long enough
to enable us to fully recoup the average cost of acquiring or fabricating the
equipment. We cannot be sure that a substantial number of our lessees will
continue to renew their leases or that we will be able to re-lease the
equipment to new customers or that any renewals or re-leases will be at
comparable lease rates. The inability to renew or re-lease a substantial
portion of our compressor rental fleet would have a material adverse effect
upon our business, consolidated financial condition, results of operations and
cash flows.
Substantial Capital Requirements--We require a substantial amount of capital
to expand our compressor rental fleet and our complementary businesses.
We have made and plan to continue to make substantial capital investments to
expand our compressor rental fleet and our complementary businesses. We
currently plan to spend approximately $250 to $270 million in 2002, exclusive
of any major acquisitions, in continued expansion and maintenance of our rental
fleet and other businesses, including $65 million on equipment overhauls and
other maintenance capital. We are still in the process of completing our 2003
budget. However, we expect that our 2003 capital spending will be within our
operating cash flows. The amount of these expenditures may vary depending on
their expected rate of return, conditions in the natural gas industry and the
timing and extent of any significant acquisitions we may make. Historically, we
have funded our capital expenditures through internally generated funds, sale
and leaseback transactions and debt and equity financing. While we believe that
cash flow from our operations and borrowings under our existing $350 million
bank credit agreement will provide us with sufficient cash to fund our planned
capital expenditures in the short term, we cannot assure you that these sources
will be sufficient. As of September 30, 2002, we had approximately $20 million
of credit capacity remaining (after giving effect to the covenant limitations
in the agreement) on our $350 million bank credit agreement (3.6% weighted
average effective interest rate at September 30, 2002). Failure to generate
sufficient cash flow, together with the absence of alternative sources of
capital, could have a material adverse effect on our business, consolidated
financial condition, results of operations or cash flows.
International Operations--There are many risks associated with conducting
operations in international markets.
We operate in many different geographic markets, some of which are outside
the United States. Changes in local economic or political conditions,
particularly in Latin America or Canada, could have a material adverse effect
on our business, consolidated financial condition, results of operations or
cash flows. Additional risks inherent in our international business activities
include the following:
. difficulties in managing international operations;
. unexpected changes in regulatory requirements;
. tariffs and other trade barriers which may restrict our ability to enter
into new markets;
. potentially adverse tax consequences;
. restrictions on repatriation of earnings or expropriation of property;
22
. the burden of complying with foreign laws; and
. fluctuations in currency exchange rates and the value of the U.S.
dollar, particularly in Argentina and Venezuela.
As part of our acquisition of the gas compression business of Schlumberger,
we acquired minority interests in three joint ventures in Venezuela. As a
minority investor in these joint ventures, we will not be able to control their
operations and activities, including without limitation, whether and when they
distribute cash or property to their holders.
Operations in Argentina--Political conditions and fluctuations in currency
exchange rates in Argentina could adversely affect our business.
In January 2002, Argentina devalued its peso against the U.S. dollar and
imposed significant restrictions on funds transfers internally and outside the
country. In addition, the Argentine government enacted regulations to
temporarily prohibit enforcement of contracts with exchange rate-based purchase
price adjustments. Instead, payment under such contracts can either be made at
an exchange rate negotiated by the parties or, if no such agreement is reached,
a preliminary payment may be made based on a 1 dollar to 1 peso equivalent
pending a final agreement. The Argentine government also requires the parties
to such contracts to renegotiate the price terms within 180 days of the
devaluation. We have renegotiated ten of eleven of our agreements in Argentina
and expect to renegotiate the remaining agreement before the end of the fourth
quarter. We do not expect that the outcome of the renegotiation of the
remaining agreement will have a material impact on our financial statements.
The economic situation in Argentina is subject to change. We cannot predict
whether the peso will continue to lose value against the dollar or whether even
more stringent regulations may be enacted. If the situation in Argentina
continues to deteriorate, exchange controls continue in place and the value of
the peso against the dollar is reduced further, Hanover's results of operations
in Argentina could be materially and adversely affected, which could result in
reductions in Hanover's net income.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations of Hanover Compressor Company and Hanover Compression Limited
Partnership--Nine Months Ended September 30, 2002 Compared to September 30,
2001" and "--Quantitative and Qualitative Disclosures About Market Risk" for a
more detailed discussion of the impact of the recent events in Argentina on
Hanover's results of operations.
Acquisition Strategy--We may not be able to find suitable acquisition
candidates or successfully integrate acquired companies into our business.
As part of our business strategy, we have completed selective acquisitions
of other companies, assets and product lines that either complement or expand
our business and may do so in the future. Each acquisition involves potential
risks, such as the diversion of management's attention away from current
operations, problems in integrating acquired businesses and possible short-term
adverse effects on our operations as a result of that process. We may be unable
to successfully integrate acquired businesses into our business, or may be able
to do so only at significant expense. We actively review acquisition
opportunities on an ongoing basis, and we may make new acquisitions at any
time. Given our selective approach to acquisitions, we are unable to predict
whether or when we will find suitable acquisition candidates or whether we will
be able to complete a material acquisition. Depending on the size of our
potential acquisitions, we may seek to finance acquisitions with cash or
through the issuance of new debt and/or equity securities.
Industry Conditions--A prolonged, substantial reduction in oil or gas prices
could adversely affect our business.
Our operations depend upon the levels of activity in natural gas
development, production, processing and transportation. In recent years, oil
and gas prices and the level of drilling and exploration activity have been
extremely volatile. For example, oil and gas exploration and development
activity and the number of well
23
completions typically decline when there is a significant reduction in oil and
gas prices. As a result, the demand for our gas compression and oil and gas
production equipment would be adversely affected. Any future significant,
prolonged decline in oil and gas prices could have a material adverse effect on
our business, consolidated financial condition, results of operations or cash
flows.
Erosion of the financial condition of customers could adversely affect our
business. During times when the natural gas market weakens, the likelihood of
the erosion of the financial condition of these customers increases. If and to
the extent the financial condition of our customers declines, our customers
could seek to preserve capital by canceling or delaying scheduled maintenance
of their existing gas compression and oil and gas production equipment and
determining not to purchase new gas compression and oil and gas production
equipment. In addition, upon the financial failure of a customer, we could
experience a loss associated with the unsecured portion of any of our
outstanding accounts receivable.
Competition--We operate in a highly competitive industry.
We experience competition from companies who may be able to more quickly
adapt to technological and other changes within our industry and throughout the
economy as a whole, more readily take advantage of acquisition and other
opportunities and adopt more aggressive pricing policies. In times of weak
market conditions, we may experience reduced profit margins from increased
pricing pressure. There can be no assurance that we will be able to continue to
compete successfully in this market or against such competition. If we do not
compete successfully, we may lose market share and our business, consolidated
financial condition, results of operations or cash flows could be materially
adversely affected.
Potential Liability and Insurance--Natural gas operations entail inherent
risks that may result in substantial liability to us.
Natural gas operations entail inherent risks, including equipment defects,
malfunctions and failures and natural disasters, which could result in
uncontrollable flows of gas or well fluids, fires and explosions. These risks
may expose us, as an equipment operator or fabricator, to liability for
personal injury, wrongful death, property damage, pollution and other
environmental damage. We have obtained insurance against liability for personal
injury, wrongful death and property damage, but we cannot assure you that the
insurance will be adequate to cover the liability we may incur. Insurance
premium pricing is highly volatile and we cannot assure you that we will be
able to obtain insurance in the future at a reasonable cost or at all. Our
business, consolidated financial condition, results of operations or cash flows
could be materially adversely affected if we incur substantial liability and
the damages are not covered by insurance or are in excess of policy limits.
Terrorist Attacks or Responses Thereto--Terrorist attacks or responses
thereto could adversely affect our business, consolidated financial condition,
results of operations or cash flows.
On September 11, 2001, terrorists carried out attacks that destroyed the
World Trade Center in New York and badly damaged the Pentagon outside of
Washington, D.C. As a result of these attacks, the United States securities
markets were closed for several days. We believe that these events and the
subsequent military actions have caused a delay in capital spending which has
impacted our business. The impact that these terrorist attacks, or future
events arising as a result of these terrorist attacks, including military or
police activities in the United States or foreign countries, future terrorist
activities or threats of such activities, political unrest and instability,
riots and protests, could have on the United States and the global economy, the
United States and global securities markets and our business, consolidated
financial condition, results of operations or cash flows cannot be determined
with any accuracy. We have not obtained insurance against terrorist attacks or
responses thereto and, due to its limited availability and high cost, do not
expect to obtain such insurance in the future. Our business, consolidated
financial condition, results of operations or cash flows could be materially
adversely affected if we incur substantial damages as a result of terrorist
attacks or responses thereto.
Governmental Regulation--Our business is subject to a variety of
governmental regulations relating to the environment, health and safety.
24
Our business is subject to a variety of federal, state, local and foreign
laws and regulations relating to the environment, health and safety. These laws
and regulations are complex, change frequently and have tended to become more
stringent over time. Failure to comply with these laws and regulations may
result in a variety of civil and criminal enforcement measures, including
assessment of monetary penalties, imposition of remedial requirements and
issuance of injunctions as to future compliance. As part of the regular overall
evaluation of both our current operations and newly acquired operations, we are
in the process of applying for or updating certain facility permits with
respect to stormwater discharges, waste handling and air emissions relating to
painting and blasting. In addition, certain of our customer service
arrangements may require us to operate, on behalf of a specific customer,
petroleum storage units such as underground tanks or pipelines and other
regulated units, all of which may impose additional compliance obligations.
We are evaluating the impact on our operations of recently promulgated air
emission regulations relating to non-road engines. We intend to implement any
equipment upgrades or permit modifications required by these air emission
regulations according to the required schedule. We do not anticipate, however,
that any changes or updates in response to such regulations, or any other
anticipated permit modifications (for stormwater, other air emission sources or
otherwise) or anticipated ongoing regulatory compliance obligations will have a
material adverse effect on our operations either as a result of any enforcement
measures or through increased capital costs. Based on our experience to date,
we believe that the future cost of compliance with existing laws and
regulations will not have a material adverse effect on our business,
consolidated financial condition, results of operations or cash flows. However,
future events, such as compliance with more stringent laws and regulations, a
major expansion of our operations into more heavily regulated activities, more
vigorous enforcement policies by regulatory agencies or stricter or different
interpretations of existing laws and regulations could require us to make
material expenditures.
We have conducted preliminary environmental site assessments with respect to
some, but not all, properties currently owned or leased by us, usually in a
pre-acquisition context. Some of these assessments have revealed that soils
and/or groundwater at some of our facilities are contaminated with
hydrocarbons, heavy metals and various other regulated substances. With respect
to newly acquired properties, we do not believe that our operations caused or
contributed to any such contamination and we are not currently under any orders
or directives to undertake any remedial activity. We typically will develop a
baseline of site conditions so we can establish conditions at the outset of our
operations on such property. However, the handling of petroleum products and
other regulated substances is a normal part of our operations, and we have
experienced occasional minor spills or incidental leakage in connection with
our operations. Certain properties previously owned or leased by us were
determined to be impacted by soil contamination. Where such contamination was
identified, we have since conducted remedial activities at these
previously-held properties as we believed necessary to meet regulatory
standards, and either sold the owned properties to third parties or returned
the leased properties to the lessors. We are not currently aware of any further
remedial obligations at such previously-held properties. Based on our
experience to date, and the relatively minor nature of the types of
contamination we have identified to date, we believe that the future cost of
necessary investigation or remediation on our current properties will not have
a material adverse effect on our business, consolidated financial condition,
results of operations, or cash flows. We cannot be certain, however, that
cleanup standards will not become more stringent, or that we will not be
required to undertake any remedial activities involving any substantial costs
on any of these current or previously-held properties in the future or that the
discovery of unknown contamination or third-party claims made with respect to
current or previously owned or leased properties may not result in substantial
costs.
Concentrated Ownership--A significant amount of our stock is owned by two
stockholders.
GKH Investments, L.P. ("GKH") owned approximately 23% of our common stock as
of October 31, 2002. Schlumberger and its affiliates owned approximately 11% of
our common stock as of October 31, 2002. As holders of large blocks of our
stock, GKH and Schlumberger are in a position to exert substantial influence
over the outcome of many corporate actions requiring stockholder approval,
including the election of directors, the additional issuance of our common
stock or other securities and transactions involving a change of control. The
interests of GKH or Schlumberger could conflict with the interests of our other
stockholders and the holders of the notes.
25
GKH has advised us that it is in the process of dissolving and "winding up"
its affairs. On November 12, 2002, GKH informed us that GKH has advised its
limited partners that it is extending the wind-up process of the Partnership
for an additional twelve months from January 25, 2003 until January 25, 2004.
As part of the wind-up process, GKH may liquidate or distribute substantially
all of its assets, including the shares of our common stock owned by GKH, to
its partners. In the event the partners of GKH receive a distribution of shares
of our common stock from GKH as a result of the wind-up, we cannot predict
whether those partners would continue to hold those shares or whether the
interests of such partners may conflict with the interests of our other
stockholders and the holders of the notes.
Customer Concentration--Production Operators, Inc. ("POI"), which we
acquired as part of the gas compression business of Schlumberger in August
2001, is subject to a higher level of customer concentration than we have
historically experienced.
POI generated 49% of its revenues in 2001 from its three largest customers.
On a pro forma basis, these three customers would have accounted for 10% of our
revenues in 2001. While our historic customer base is more diverse, the loss of
any of the three largest customers or a significant decrease in demand by any
of the three largest customers for the services POI provides could have a
material adverse effect on our business, consolidated financial condition,
results of operations or cash flows.
Shareholder Litigation--We and certain of our officers and directors are
named as defendants in a putative class action lawsuit and in various
derivative lawsuits.
Commencing in February 2002, approximately 15 putative class action lawsuits
were filed against us and certain of our officers and directors in the United
States District Court for the Southern District of Texas. These class actions
have been consolidated into one case. The plaintiffs in this action purport to
represent purchasers of our common stock during various periods ranging from
May 15, 2000 through January 28, 2002. The complaints assert various claims
under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and seek
unspecified amounts of compensatory damages, interest and costs, including
legal fees. Motions are pending for the appointment of lead plaintiff(s). A
consolidated complaint is due 30 days after the Court appoints lead
plaintiff(s).
Commencing in February 2002, four derivative lawsuits were filed in the
United States District Court for the Southern District of Texas, two derivative
lawsuits were filed in state district court for Harris County, Texas (one of
which was non-suited and the second of which was removed to Federal District
Court for the Southern District of Texas) and one derivative lawsuit was filed
in the Court of Chancery for the State of Delaware in and for New Castle
County. These derivative lawsuits, which were filed by certain of our
shareholders against our Board of Directors purportedly on behalf of the
Company, allege among other things that our directors breached their fiduciary
duties to shareholders and seek unspecified amounts of damages, interest and
costs, including legal fees. The Board of Directors has formed a Special
Litigation Committee to address the issues raised by the derivative suits.
Subject to the work of that Committee and its instructions, we intend to defend
these cases vigorously.
The putative class action securities lawsuits and the derivative lawsuits
are at a very early stage. Consequently, it is premature at this time to
predict liability or to estimate the damages, or the range of damages, if any,
that we might incur in connection with such actions, or whether an adverse
outcome could have a material adverse effect on our business, financial
condition, results of operations or cash flows.
Securities and Exchange Commission Investigation--On November 14, 2002, the
Securities and Exchange Commission issued a Formal Order of Private
Investigation relating to the matters involved in the restatements of our
financial statements. We are cooperating fully with the Fort Worth District
office staff of the Securities and Exchange Commission. It is too soon to
determine whether the outcome of this investigation will have a material
adverse effect on our business, consolidated financial condition, results of
operations or cash flows.
26
Risks Related to the Notes
Substantial Debt and Operating Leases--We have a substantial amount of debt
and operating lease commitments. Our current debt level could limit our ability
to fund future growth and operations and increase our exposure during adverse
economic conditions.
As of September 30, 2002, we had approximately $881 million in total
residual value guarantees that are due upon termination of our operating leases
(including the Lease) and may be satisfied by a cash payment or the exercise of
our purchase options under the terms of the respective lease agreements,
approximately $578 million of debt outstanding, and after giving effect to
covenant limitations, unused availability of approximately $20 million under
our $350 million bank credit agreement.
Our substantial debt and operating lease commitments could have important
consequences to you. For example, these commitments could:
. make it more difficult for us to satisfy our obligations with respect to
the notes;
. increase our vulnerability to general adverse economic and industry
conditions;
. limit our ability to fund future working capital, capital expenditures,
acquisitions and other general corporate requirements;
. increase our vulnerability to interest rate fluctuations because the
interest payments on a portion of our debt are at variable rates;
. limit our flexibility in planning for, or reacting to, changes in our
business and our industry;
. place us at a disadvantage compared to our competitors that have less
debt or operating lease commitments; and
. limit our ability to borrow additional funds.
Additionally, the indenture, the participation agreement and other documents
governing the Lease contain financial and other restrictive covenants. Failing
to comply with those covenants could result in an event of default which, if
not cured or waived, could have a material adverse effect on us. See
"Description of Notes."
We may incur additional debt and increase the amounts under our bank credit
facility and our operating lease commitments, which may intensify the risks
described above and may be senior in right of payment to the Lease and the
Hanover Guarantee. Our bank credit agreement permits us to incur indebtedness,
subject to covenant limitations, up to the $350 million credit limit under our
bank credit agreement, plus, in addition to certain other indebtedness, an
additional $300 million in unsecured indebtedness and $125 million of other
unsecured indebtedness. Giving effect to the covenant limitations in our bank
credit agreement, the liquidity available under our revolving credit facility
at September 30, 2002 was approximately $20 million. In addition, our bank
credit agreement permits us to enter into future sale and leaseback
transactions with respect to equipment having a value not in excess of $300
million.
In addition to purchase money and similar obligations, the indenture and the
participation agreement permit us to incur indebtedness up to the $350 million
credit limit under our bank credit facility, plus (1) an additional $75 million
in unsecured indebtedness and (2) any additional indebtedness so long as, after
incurring such indebtedness, Hanover's ratio of consolidated net income before
interest expense, income taxes, depreciation expense, amortization of
intangibles, certain other non-cash charges and rental expense to total fixed
charges (all as defined and adjusted by these agreements), or Hanover's
coverage ratio, is greater than 2.25 to 1.0. The indenture and the
participation agreements define indebtedness to include the present value of
the total rental obligations under sale and leaseback transactions and under
operating leases similar to this Lease facility.
Our bank credit facility and other debt facilities and the operative
documents governing our operating leases (including the indenture, the
participation agreement and other documents governing the Lease) contain, among
27
other things, covenants that may restrict our ability to finance future
operations or capital needs or to engage in other business activities. These
covenants include provisions that restrict our ability to:
. incur additional indebtedness or issue guarantees;
. create liens on our assets;
. engage in mergers, consolidations and certain dispositions of assets;
. enter into additional operating leases;
. pay dividends on or redeem capital stock;
. enter into derivative transactions;
. make certain investments or restricted payments;
. make investments, loans or advancements to our subsidiaries;
. prepay or modify our debt facilities;
. enter into transactions with affiliates; or
. enter into sale and leaseback transactions.
In addition, our bank credit facility and other debt facilities and the
operative documents governing our operating leases (including the indenture,
the participation agreement and other documents governing the Lease) require us
to maintain financial ratios and tests, which may require that we take action
to reduce our debt or to act in a manner contrary to our business objectives.
Events beyond our control, including changes in the oil and gas business or
general business and economic conditions, may affect our ability to meet those
financial ratios and tests. A breach of any of these covenants or failure to
maintain such financial ratios would result in an event default under our debt
facilities and our operating leases. If such an event of default occurs, the
lenders could elect to declare all amounts outstanding thereunder, together
with accrued interest, to be immediately due and payable. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Hanover Compressor Company and Hanover Compression Limited
Partnership--Liquidity and Capital Resources," "Description of Notes" and
"Description of Certain Indebtedness."
Significant Cash Requirements--We will need to generate a significant amount
of cash to service our indebtedness and operating lease commitments and to fund
working capital, and our ability to generate cash depends on many factors
beyond our control.
Our ability to make scheduled payments under the Lease or our other
operating leases, or to refinance our indebtedness, will depend on our ability
to generate cash in the future. This is subject to our operational performance,
as well as general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.
Based upon our total long term debt of $578 million at September 30, 2002,
we expect total debt service payments for the year ended December 31, 2002
(including debt service payments made during the nine months ended September
30, 2002) will be approximately $25 million based upon interest rates in effect
as of September 30, 2002. In addition, based upon our current operating lease
commitments and rates in effect at September 30, 2002, we expect that total
compressor lease rent payments for the year ended December 31, 2002 (including
compressor lease rent payments made for the nine months ended September 30,
2002) will be approximately $94 million. We also expect that total
distributions on our 7 1/4% mandatorily redeemable convertible preferred
securities for the year ended December 31, 2002 (including distributions made
during the nine months ended September 30, 2002 and assuming no deferrals as
permitted by the terms of such securities) will be approximately $6.4 million.
28
We cannot be sure that our business will generate sufficient cash flow from
operations or that future borrowings will be available to us under our $350
million bank credit agreement in an amount sufficient to enable us to pay our
indebtedness, operating lease commitments, or to fund our other liquidity
needs. We cannot be sure that we will be able to refinance any of our
indebtedness on commercially reasonable terms or at all. Our inability to
refinance our debt on commercially reasonable terms could materially adversely
affect our business.
Subordination of the Hanover Guarantee--While the notes will be senior,
secured obligations of the Issuer, the Hanover Guarantee ranks behind all of
Hanover's and HCLP's existing and future senior indebtedness. Moreover, the
obligations of Hanover and HCLP under the Hanover Guarantee will be
structurally subordinated to all indebtedness and other liabilities of
Hanover's and HCLP's respective subsidiaries.
As a result of the subordinated nature of the Hanover Guarantee, upon any
distribution to any of the creditors of Hanover or HCLP, as the case may be, in
a bankruptcy, liquidation or reorganization or similar proceeding relating to
Hanover or HCLP or their respective properties, the holders of senior
indebtedness of Hanover or HCLP, as the case may be, will be entitled to be
paid in full in cash before any payment may be made with respect to the Hanover
Guarantee.
Events of default under the indenture differ in certain respects from the
events of default under the Lease. Unless there is an event of default under
the Lease, the Issuer would have recourse under the Hanover Guarantee only up
to the maximum amount of 70.0% of the aggregate principal balance of notes
outstanding, which is equal to the final rent payment under the Lease. As of
September 30, 2002, unless there is an event of default under the Lease, the
Issuer would have recourse under the Hanover Guarantee only to the extent of
approximately $175 million. As a result, the Issuer may not be able to perform
its obligations under the indenture.
No payments may be made under the Hanover Guarantee if there is a default in
payment on senior indebtedness of Hanover or HCLP or the maturity of such
senior indebtedness is accelerated. In addition, during the continuance of
certain defaults under certain senior indebtedness of Hanover or HCLP, Hanover
or HCLP, as the case may be, will not be permitted to make payments under the
Hanover Guarantee for a payment blockage period of up to 179 of 360 consecutive
days. In the event that the Issuer is unable to pay the notes, the holders of
the notes would have no recourse under the Hanover Guarantee during any such
payment blockage period. Furthermore, despite the fact that the notes are
secured by the Equipment, any remedies exercisable against such collateral will
also be blocked during such period.
Partial Payment and the Hanover Guarantee--If at the end of the Lease term,
HCLP fails to purchase the Equipment, then HCLP is required to pay an amount
equal to the Final Rent Payment with respect to the Lease plus the proceeds, if
any, from the sale of the Equipment. This amount may be less than the amount
due on the notes.
Hanover and HCLP are obligated under the Hanover Guarantee to guarantee
payment in full on the notes only upon the occurrence of an event of default
under the Lease, which would include, among other things, the failure to make
any rent payments (including the Final Rent Payment) or properly insure or
maintain the Equipment. If, by the end of the term of the Lease, HCLP does not
exercise its option to purchase the Equipment and instead exercises its option
to pay the Final Rent Payment in full, sell the Equipment, and apply the
proceeds from the sale to repay the remainder of the notes, no event of default
under the Lease will have occurred. If the proceeds from the sale of the
Equipment under the Lease are less than $75 million (as such amount may be
reduced from time to time upon purchases of Equipment under the Lease by HCLP
in accordance with the terms of the Lease) and therefore insufficient to pay
the remainder of the notes, the holders of the notes will incur a loss and
neither Hanover nor HCLP will be required to compensate for any such shortfall.
Insufficient Equipment Value--The value of the Equipment securing the notes
may not be sufficient to cover the obligations owed to you under the notes.
The notes are secured by collateral consisting of a perfected first priority
security interest in the Equipment, and an assignment of the Lease and the
Hanover Guarantee to the trustee for the notes. If there is a payment default
under the Lease or the Hanover Guarantee such that we do not have sufficient
cash and capital resources
29
available to pay our obligations, you will have to look to the value that can
be realized from the Equipment with respect to the notes.
An independent appraisal firm prepared an appraisal of the Equipment to
appraise the value of the Equipment as of August 16, 2001 and as of the end of
the Lease term. The Equipment had an appraised fair market value as of August
16, 2001 of not less than $258 million. You should not place undue reliance on
the appraisal. The appraisal relies on certain assumptions and methodologies
and may not accurately reflect the current or future market value of the
Equipment. Appraisals based on different assumptions or methodologies may
result in materially different valuations.
An appraisal is only an estimate of value. The proceeds realized upon a
future sale of any of the Equipment may be less than the appraised value of the
Equipment. If the remedies after default are exercised under the Lease, the
value of the Equipment will depend on market and economic conditions at that
time, the supply of similar types of equipment, the availability of buyers, the
condition of the Equipment and other factors. Accordingly, there can be no
assurance that the proceeds realized upon any such exercise of remedies would
be sufficient to satisfy in full amounts owing on the notes.
Limited Assets and Revenues--The assets and source of revenue available to
repay the notes and satisfy the claims of holders of the notes are limited, as
the Issuer has no assets other than its interests in the Equipment, and no
source of revenue other than the payments under the Lease and the Hanover
Guarantee.
The notes are the obligations of the Issuer and are secured only by a
perfected first priority security interest in the Equipment and an assignment
of the Lease and the Hanover Guarantee to the trustee for the notes. The notes
are not obligations of Hanover or HCLP. The holders of the notes and the
trustee under the indenture will have recourse only against the Issuer, the
collateral for the benefit of the holders of the notes, and Hanover and HCLP to
the extent of the Hanover Guarantee. If HCLP defaults under the Lease and
Hanover and HCLP default under the Hanover Guarantee, the Issuer may not be
able to perform its obligations under the indenture.
Limitations on Amendments and Acceleration--There are some limitations on
the right to amend the participation agreement and the other operative
agreements and to accelerate payments under the Lease and to foreclose on the
Equipment.
During a workout or bankruptcy proceeding, the consent of the Issuer's
equity certificate holder may be required to amend, supplement, waive or modify
provisions of the Lease, the participation agreement, the indenture and each
other operative agreement that is material to such equity certificate holder,
if such amendment, waiver, supplement or modification would materially
adversely affect the equity certificate holder.
Events of default under the indenture are different in some ways from the
events of default under the Lease. Accordingly, even though the trustee under
the indenture will be entitled to accelerate the notes if there is an event of
default under the indenture, the Issuer, as lessor under the Lease, would not
be entitled to accelerate the lease payments or exercise any of its other
remedies under the Lease unless there were an event of default under the Lease.
If a default occurs under the indenture without a corresponding default under
the Lease, the Issuer would have no source of repayment of the notes upon
acceleration of the notes by the trustee. Further, unless there is an event of
default under the Lease, the holders of the notes will have recourse under the
Hanover Guarantee only up to the maximum amount of 70.0% of the aggregate
principal balance of notes outstanding, which is equal to the final rent
payment under the Lease. As of September 30, 2002, unless there is an event of
default under the Lease, the Issuer would have recourse under the Hanover
Guarantee only to the extent of approximately $175 million. As a result, the
Issuer may not be able to perform its obligations under the indenture.
Rejection of the Lease in Bankruptcy--The Lease may be rejected as an
executory contract if HCLP declares bankruptcy.
30
The parties intend that, for bankruptcy law purposes, the transactions
evidenced by the Lease be regarded as loans made by an unrelated third party
lender to HCLP, secured by a lien on the Equipment. If HCLP were to become a
debtor in a bankruptcy case, the court should agree with this characterization.
If, however, a bankruptcy court determines that the Lease should be
characterized as a true lease, HCLP or its bankruptcy trustee would have the
right to assume or reject the Lease as an executory contract. Regardless of how
the transactions are characterized, however, the right to exercise remedies
against HCLP in a bankruptcy proceeding would be stayed, including the right to
proceed against the Equipment and HCLP under the Lease and Hanover Guarantee,
and may be stayed against Hanover under the Hanover Guarantee. In addition, in
the event of a HCLP bankruptcy, (i) there could be no assurance that
distributions, if any, payable with respect to any claim under the Lease would
be in an amount sufficient to result in a repayment of the notes, and (ii) if,
after obtaining bankruptcy court approval, the Issuer is permitted to foreclose
or otherwise sell the Equipment during a bankruptcy of HCLP, it may not realize
sufficient value to cause the notes to be repaid.
Subordination of HCLP's Lease Commitment--Commitments and payment
obligations under the Lease are subordinated to HCLP's senior obligations as
well as all indebtedness and other liabilities of its subsidiaries.
While the notes are senior secured obligations of the Issuer, the Issuer's
ability to make timely payments under the notes will depend entirely on timely
receipt of payments from HCLP under the Lease. Obligations in respect of the
Lease will rank behind all of HCLP's existing and future senior indebtedness.
HCLP's commitments under the Lease will also be effectively subordinated to all
secured indebtedness of HCLP to the extent of the security. Moreover, HCLP's
commitments under the Lease will be structurally subordinated to all
indebtedness and other liabilities of its subsidiaries.
Events of default under the indenture differ in certain respects from the
events of default under the Lease. Accordingly, although the trustee for the
notes is entitled to accelerate the maturity of the notes following an event of
default under the indenture, the Issuer is not entitled to accelerate the
payments under the Lease or exercise any of its other remedies under the Lease
unless there is an event of default under the Lease.
No payments may be made under the Lease if there is a default in payment on
senior indebtedness of HCLP or the maturity of such senior indebtedness is
accelerated. In addition, during the continuance of certain defaults under
certain senior indebtedness of HCLP, HCLP is not permitted to make payments
under the Lease for a payment blockage period of up to 179 of 360 consecutive
days. As a result, the Issuer will have insufficient funds to pay the notes.
Despite the fact that the notes are secured by the Equipment of the Issuer, any
remedies exercisable against this collateral will also be blocked during any
payment blockage period.
Limited Rights Against Issuer in Bankruptcy--In addition to the risks
discussed above with respect to bankruptcy of HCLP, if the Issuer declares
bankruptcy, your rights against the Issuer may be limited.
If the Issuer were the subject of a bankruptcy petition, the right to
exercise virtually all remedies against the Issuer would be stayed, including
the right to proceed against the collateral held by the collateral agent
securing the notes. A bankruptcy court may recharacterize the Lease as a
secured financing incurred by HCLP and therefore restrict your ability to
realize on the Equipment in order to satisfy the obligation under the notes. In
addition, the bankruptcy court could permit the use or disposition of payments
made under the Lease for purposes other than making payments on the notes and
could reduce the amount or modify the timing of payments due under the notes or
the Lease, including by rejecting the Lease.
Characterization of the Lease--We and the Issuer treat the Lease as an
operating lease for financial accounting purposes but as a financing
arrangement for income tax and certain other tax purposes. Changes in generally
accepted accounting principles related to operating leases or an accounting
treatment inconsistent with our position could adversely affect our other
obligations and tax treatment inconsistent with our position could have a
material adverse effect on our financial condition, results of operations and
liquidity.
31
We and the Issuer intend to continue to treat the Lease as a secured
financing arrangement for income and certain other tax purposes, which is
consistent with how the Lease is intended to be treated for bankruptcy law and
state law purposes, but differs from the treatment of the Lease as an operating
lease for financial accounting purposes.
If the Internal Revenue Service or another taxing authority were to
successfully contend that the Lease or any of our other operating leases should
be treated as a sale and leaseback of equipment rather than a secured financing
arrangement, we may owe significant additional taxes. This result may affect
our ability to make payments on the Lease, which in turn may affect the
Issuer's ability to make payments to the holders of the notes.
In June 2002, the Financial Accounting Standards Board issued an Exposure
Draft of a proposed Interpretation, Consolidation of Certain Special Purpose
Entities. This accounting rule has not been finalized but may require us to
include in our consolidated financial statements special purpose entities, that
lease compression equipment to us. If the Lease and our other operating leases
are treated as indebtedness rather than as an operating lease for financial
accounting purposes, as of September 30, 2002, we would add approximately
$1,031 million in compressor equipment and approximately $1,140 million in debt
to our balance sheet and would reverse $109 million of the deferred gains that
were recorded on our balance sheet as a result of the sale and leaseback
transactions, record depreciation expense in future periods and may be required
to record depreciation related to prior periods. This could cause a default
with respect to certain of our other obligations. Some of those obligations,
including our bank credit agreement and our other operating leases, are senior
to our obligations with respect to the Lease. A default under those other
obligations could affect our ability to make timely payments on the Lease,
which in turn may affect the Issuer's ability to make timely payments to the
holders of the notes.
Prior Liens--Other creditors may have prior liens on the collateral that
could reduce or eliminate the amount of collateral securing the notes.
In general, the priority of the liens on a particular item of collateral
securing the Lease is determined by the time that the security interest in that
item of collateral is perfected. Creditors such as purchase money lenders may
be entitled to a prior claim to someone, such as the collateral agent, even if
that person has previously perfected a security interest in the collateral.
Furthermore, liens such as landlords', warehousemen's and materialmen's liens
and tax liens may by law have priority over the liens granted for your benefit
in the collateral.
We do not believe there are any material prior liens on the collateral
securing claims of anyone that is not a party to the Lease. However, additional
prior claims may arise by law and a bankruptcy or other court may refuse, on
equitable or other grounds, to enforce the terms of the Lease and the
participation agreement against the other creditors party to those agreements.
If this were to happen, the claims of the other creditors against the
collateral could be prior to yours.
Fraudulent Transfer--The Hanover Guarantee could be declared void or
subordinate because of federal bankruptcy law or comparable state law
provisions.
Under the federal bankruptcy laws and comparable provisions of state
fraudulent transfer laws, the Hanover Guarantee could be declared void, or
claims in respect of such guarantee could be subordinated to all other debts of
Hanover or HCLP if, among other things, Hanover or HCLP, as the case may be, at
the time it incurred the indebtedness evidenced by the Hanover Guarantee
received less than reasonably equivalent value or fair consideration for the
incurrence of the Hanover Guarantee and:
. was insolvent or rendered insolvent by reason of that incurrence;
. was engaged in a business or transaction for which Hanover's or HCLP's
remaining assets constituted unreasonably small capital; or
32
. intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.
In addition, any payment by Hanover or HCLP pursuant to the Hanover
Guarantee could be declared void and required to be returned to Hanover or
HCLP, as the case may be, or to a fund for the benefit of its creditors.
The measures of insolvency for purposes of the fraudulent transfer laws vary
depending on the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, an entity would be
considered insolvent if:
. the sum of its debts, including contingent liabilities, was greater than
the fair saleable value of all of its assets;
. the present fair saleable value of its assets was less than the amount
that would be required to pay its probable liabilities on its existing
debts, including contingent liabilities, as they become absolute and
mature; or
. it could not pay its debts as they become due.
We cannot be sure as to the standard a court would use to determine whether
or not Hanover or HCLP was solvent at the relevant time, or, regardless of the
standard a court uses, that the issuance of the Hanover Guarantee would not be
voided or that the Hanover Guarantee would not be subordinated to Hanover's or
HCLP's other debt.
If the Hanover Guarantee were legally challenged, it could also be subject
to the claim that, because incurred for the benefit of the holders of the
notes, and only indirectly for the benefit of Hanover and HCLP, the obligations
of Hanover or HCLP, as the case may be, were incurred for less than fair
consideration.
A court could thus void the obligations under the Hanover Guarantee with
respect to Hanover or HCLP or subordinate the Hanover Guarantee to Hanover's or
HCLP's other debt or take other action detrimental to holders of the notes.
No Prior Public Trading Market--There currently exists no public market for
the new notes, and we cannot assure you that one will develop.
The new notes are new securities for which there is currently no trading
market. We do not intend to list the new notes on any securities exchange. No
affiliate of the Issuer will make a market in the new notes. Although we expect
the new notes to be eligible for trading in the PORTAL market, an active
trading market for the new notes may never develop.
The liquidity of any market for the new notes will depend upon various
factors, including:
. the number of holders of the new notes;
. the interest of securities dealers in making a market for the new notes;
. the overall market for high-yield securities;
. our financial performance and prospects; and
. the prospects for companies in our industry generally.
Historically, the market for non-investment grade debt has been subject to
disruptions that have caused substantial volatility in the prices of securities
like the new notes. The market for the new notes, if any, may be subject to
similar disruptions. Any such disruptions could adversely affect you as a
holder of the new notes.
33
In addition, to the extent that old notes are surrendered and accepted in
the exchange offer, the trading market for unsurrendered old notes and for
surrendered-but-unaccepted old notes could be adversely affected due to the
limited amount of old notes that are expected to remain outstanding following
the exchange offer. Generally, when there are fewer outstanding securities of a
given issue, there is less demand to purchase that security. This results in a
lower price for the security. Conversely, if many old notes are not
surrendered, or are surrendered-but-unaccepted, the trading market for the new
notes could be adversely affected. See "Plan of Distribution" and "The Exchange
Offer" for further information regarding the distribution of the new notes and
the consequences of failure to participate in the exchange offer.
Repayment or Repurchase of Notes--The Issuer may be unable to repay or,
following a change in control, repurchase the notes.
There is no sinking fund with respect to the notes, and at maturity the
entire outstanding principal amount of the notes will become due and payable.
If Hanover experiences a change in control of the type described under
"Description of Notes," you may require the Issuer to repurchase all or a
portion of your notes prior to maturity. We cannot assure you that the Issuer
will have sufficient funds to repay the notes at maturity or to repurchase the
notes tendered following a change in control. The Issuer's failure to
repurchase any tendered notes or to repay the notes upon maturity would
constitute an event of default under the indenture and, upon acceleration of
the notes in accordance with the indenture, would cause a default under the
terms of Hanover's $350 million bank credit agreement, existing operating
leases and 4.75% convertible senior notes due 2008.
34
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These statements may be
found throughout this prospectus, particularly under the headings "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations of Hanover Compressor Company and Hanover
Compression Limited Partnership," "Management's Discussion and Analysis of
Financial Condition and Results of Operations of Hanover Equipment Trust
2001B," "Business of Hanover Compressor and Hanover Compression Limited
Partnership," "Hanover Compression Limited Partnership," and "Hanover Equipment
Trust 2001B," among others. These forward-looking statements can generally be
identified as such because the context of the statement will include words such
as "believes," "anticipates," "expects," "estimates," or words of similar
import, although some forward-looking statements are expressed differently.
Statements that describe our future plans, objectives or goals are also
forward-looking statements. You should consider these statements carefully
because they describe our expectations and beliefs concerning future business
conditions, our results of operations, financial position, and our business
outlook or state other "forward-looking" information based on currently
available information. These 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 prospectus. The risks and
uncertainties include:
. the loss of market share through competition;
. reduced profit margins resulting from increased pricing pressure in our
business;
. 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 our compression and oil and gas
production equipment;
. new governmental safety, health and environmental regulations which
could require us to make significant capital expenditures;
. our inability to successfully integrate acquired businesses;
. currency fluctuations;
. changes in economic or political conditions in the countries in which we
do business;
. adverse results in shareholder or other litigation or regulatory
proceedings;
. inability to comply with loan and lease covenants;
. inability to access capital markets or to incur indebtedness;
. legislative changes in the various countries in which we do business;
. the future value of the Equipment; and
. changes in federal bankruptcy or tax law, comparable state laws or
accounting principles.
The forward-looking statements included herein are only made as of the date
of this prospectus, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
35
THE EXCHANGE OFFER
Purpose of the Exchange Offer
We issued the old notes on August 30, 2001 in a transaction exempt from the
registration requirements of the Securities Act. Accordingly, the old notes may
not be reoffered, resold, or otherwise transferred unless so registered or
unless an applicable exemption from the registration and prospectus delivery
requirements of the Securities Act is available.
In connection with the sale of the old notes, we entered into an exchange
and registration rights agreement, which requires us to:
. file a registration statement with the Securities and Exchange
Commission relating to the exchange offer not later than 120 days after
the date of issuance of the old notes;
. use our reasonable best efforts to cause the registration statement
relating to the exchange offer to become effective under the Securities
Act no later than 150 days after the date of issuance of the old notes;
. use our reasonable best efforts to complete the exchange offer no later
than 180 days after the date of issuance of the old notes; and
. file a shelf registration statement for the resale of the old notes if
we cannot effect an exchange offer within 180 days after the date of
issuance of the old notes and in other designated circumstances.
Previously, these requirements were not met within the specified time
frames. As a result, under the terms of the exchange and registration rights
agreement, we have been required to pay additional interest in an amount of
$0.192 per week per $1,000 principal amount of old notes. Upon completion of
this exchange offer we will no longer be required to pay such additional
interest. See "--Additional Interest."
We have filed a copy of the exchange and registration rights agreement as an
exhibit to the registration statement of which this prospectus is a part. We
are making the exchange offer to satisfy our obligations under the exchange and
registration rights agreement. We do not intend to file a shelf registration
statement for the resale of the old notes. Other than pursuant to the exchange
and registration rights agreement, we are not required to file any registration
statement to register any outstanding old notes. Holders of old notes who do
not tender their old notes or whose old notes are tendered but not accepted in
the exchange offer must rely on an exemption from the registration requirements
under the federal securities laws if they wish to sell their old notes.
Terms of the Exchange Offer
We are offering to exchange, subject to the conditions described in this
prospectus and in the letter of transmittal accompanying this prospectus,
$1,000 in principal amount of new notes for each $1,000 in principal amount of
old notes. The terms of the new notes are identical in all material respects to
the terms of the old notes, except that the new notes will generally be freely
transferable by holders of the new notes and will not be subject to the terms
of the exchange and registration rights agreement. The new notes will evidence
the same indebtedness as the old notes and will be entitled to the benefits of
the indenture. For additional information, see "Description of Notes."
The exchange offer is not conditioned upon the tender of any minimum
principal amount of old notes.
We have not requested, and do not intend to request, an interpretation by
the staff of the Securities and Exchange Commission as to whether the new notes
issued in exchange for the old notes may be offered for sale, resold or
otherwise transferred by any holder or beneficial owner without compliance with
the registration and prospectus delivery provisions of the Securities Act.
Instead, based on interpretations by the staff of the Securities and Exchange
Commission set forth in a series of no-action letters issued to third parties,
we believe that new notes issued in the exchange offer in exchange for old
notes may be offered for sale, resold and
36
otherwise transferred by any holder of new notes or beneficial owner thereof,
other than any holder or beneficial owner that is a broker-dealer or is an
"affiliate" of ours within the meaning of Rule 405 under the Securities Act,
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that:
. the new notes are acquired in the ordinary course of business of the
holder and each beneficial owner of old notes tendered thereby;
. the holder and each beneficial owner of old notes tendered thereby has
no arrangement or understanding with any person to participate in the
distribution of the new notes; and
. the holder and each beneficial owner of old notes tendered thereby is
not engaged in, and does not intend to engage in, a distribution of the
new notes.
Because the Securities and Exchange Commission has not considered the
exchange offer in the context of a no-action letter, we can provide no
assurance that the staff of the Securities and Exchange Commission would make a
similar determination with respect to the exchange offer. Any holder or
beneficial owner who is an affiliate of ours or who tenders old notes in the
exchange offer for the purpose of participating in a distribution of the new
notes cannot rely on the interpretations by the staff of the Securities and
Exchange Commission and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. In connection with the foregoing, each holder must make certain
representations to us to participate in the exchange offer. See "--Procedures
for Tendering Old Notes" and "--Terms and Conditions of the Letter of
Transmittal."
Each broker-dealer that receives new notes for its own account in exchange
for old notes, where such old notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such new notes. See "Plan of Distribution." Broker-dealers who acquired old
notes directly from us and not as a result of market-making activities or other
trading activities may not rely on the interpretations by the staff of the
Securities and Exchange Commission discussed above or participate in the
exchange offer, and must comply with the prospectus delivery requirements of
the Securities Act to sell the old notes.
The new notes will accrue interest from the date of the last payment of
interest on the old notes, which was September 1, 2002. Holders whose old notes
are accepted for exchange will be deemed to have waived the right to receive
any interest accrued on the old notes. Tendering holders of the old notes will
not be required to pay brokerage commissions or fees, or transfer taxes, except
as specified in the instructions in the letter of transmittal, with respect to
the exchange of the old notes in the exchange offer.
Expiration Date; Extension; Termination; Amendment
The exchange offer will expire at 5:00 p.m., New York City time, on ,
2002, unless we, in our sole discretion, extend the period of time for which
the exchange offer is open. Such time and date, as it may be extended, is
referred to herein as the "expiration date." The expiration date will be at
least 20 business days after the commencement of the exchange offer in
accordance with Rule 14e-1(a) under the Exchange Act. We expressly reserve the
right, at any time or from time to time, to extend the period of time during
which the exchange offer is open, and thereby delay acceptance for exchange of
any old notes. We will extend the expiration date by giving oral (promptly
confirmed in writing) or written notice of the extension to the exchange agent
and by timely public announcement no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled expiration date. During
the extension, all old notes previously tendered will remain subject to the
exchange offer unless properly withdrawn.
We expressly reserve the right to:
. terminate or amend the exchange offer and not to accept for exchange any
old notes not previously accepted for exchange upon the occurrence of
any of the events specified below under "--Conditions to the Exchange
Offer" below which have not been waived by us; and
37
. amend the terms of the exchange offer in any manner, whether before or
after any tender of the old notes.
If any termination or amendment occurs, we will notify the exchange agent
and will either issue a press release or give oral or written notice to the
holders of the old notes as promptly as practicable. If we make a material
change in the terms of the exchange offer or the information concerning the
exchange offer, or if we waive a material condition of the exchange offer, we
will disseminate additional exchange offer materials and extend the exchange
offer if and to the extent required by Rule 14e-1 under the Exchange Act. The
exchange offer generally must remain open for a minimum period of five business
days following dissemination of additional tender offer materials containing
material changes in the terms of the exchange offer or the information
concerning the exchange offer.
For purposes of the exchange offer, a "business day" means any day other
than Saturday, Sunday or a date on which banking institutions are required or
authorized by Delaware or New York State law to be closed, and consists of the
time period from 12:01 a.m. through 12:00 midnight, New York City time. Unless
we terminate the exchange offer prior to 5:00 p.m., New York City time, on the
expiration date, we will exchange the new notes for the old notes promptly
following the expiration date.
Procedures for Tendering
Our acceptance of old notes tendered by a holder will constitute a binding
agreement between the tendering holder and us upon the terms and subject to the
conditions described in this prospectus and in the accompanying letter of
transmittal. All references in this prospectus to the letter of transmittal are
deemed to include a facsimile of the letter of transmittal. A holder of old
notes may tender the old notes by:
. properly completing and signing the letter of transmittal or a facsimile
thereof;
. properly completing any required signature guarantees;
. properly completing any other documents required by the letter of
transmittal; and
. delivering all of the above, together with the certificate or
certificates representing the old notes being tendered, to the exchange
agent at its address set forth below on or prior to the expiration date;
or
. complying with the procedure for book-entry transfer described below; or
. complying with the guaranteed delivery procedures described below.
The method of delivery of old notes, letters of transmittal and all other
required documents is at the election and risk of the holder. If the delivery
is by mail, it is recommended that registered mail properly insured, with
return receipt requested, be used. In all cases, sufficient time should be
allowed to ensure timely delivery. Holders should not send old notes or letters
of transmittal to us.
The signature on the letter of transmittal need not be guaranteed if:
. tendered old notes are registered in the name of the signer of the
letter of transmittal;
. the new notes to be issued in exchange for the old notes are to be
issued in the name of the holder; and
. any untendered old notes are to be reissued in the name of the holder.
In any other case, the tendered old notes must be:
. endorsed or accompanied by written instruments of transfer in form
satisfactory to us;
. duly executed by the holder; and
38
. the signature on the endorsement or instrument of transfer must be
guaranteed by a bank, broker, dealer, credit union, savings association,
clearing agency or other institution, in each case that is an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act and that is a member in good standing of a recognized
medallion signature guarantee program (an "Eligible Institution").
If the new notes and/or old notes not exchanged are to be delivered to an
address other than that of the registered holder appearing on the note register
for the old notes, the signature in the letter of transmittal must be
guaranteed by an Eligible Institution.
We understand that the exchange agent will make a request within two
business days after the date of receipt of this prospectus to establish
accounts with respect to the old notes at The Depository Trust Company, the
"book-entry transfer facility," for the purpose of facilitating the exchange
offer, unless suitable accounts have already been established.
We sometimes refer to The Depository Trust Company in this prospectus as
"DTC." Subject to establishing the accounts, any financial institution that is
a participant in the book-entry transfer facility's system may make book-entry
delivery of old notes by causing the book-entry transfer facility to transfer
the old notes into the exchange agent's account with respect to the old notes
in accordance with the book-entry transfer facility's procedures for the
transfer. Although delivery of old notes may be effected through book-entry
transfer into the exchange agent's account at the book-entry transfer facility,
an appropriate letter of transmittal with any required signature guarantee and
all other required documents, or an agent's message, must in each case be
properly transmitted to and received or confirmed by the exchange agent at its
address set forth below prior to the expiration date, or, if the guaranteed
delivery procedures described below are complied with, within the time period
provided under such procedures.
The exchange agent and DTC have confirmed that the exchange offer is
eligible for the DTC Automated Tender Offer Program. We refer to the Automated
Tender Offer Program in this prospectus as "ATOP." Accordingly, DTC
participants may, in lieu of physically completing and signing the letter of
transmittal and delivering it to the exchange agent, electronically transmit
their acceptance of the exchange offer by causing DTC to transfer old notes to
the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC
will then send an agent's message. The term "agent's message" means a message
which:
. is transmitted by DTC;
. is received by the exchange agent and forms part of the book-entry
transfer;
. states that DTC has received an express acknowledgment from a
participant in DTC that is tendering old notes which are the subject of
the book-entry transfer;
. states that the participant has received and agrees to be bound by all
of the terms of the letter of transmittal; and
. states that we may enforce such letter of transmittal and the agreements
set forth therein against the participant.
If a holder desires to accept the exchange offer and time will not permit a
letter of transmittal or old notes to reach the exchange agent before the
expiration date or the procedure for book-entry transfer cannot be completed on
a timely basis, the holder may effect a tender if the exchange agent has
received at its address set forth below on or prior to the expiration date, a
letter, telegram or facsimile transmission, and an original delivered by
guaranteed overnight courier, from an Eligible Institution setting forth:
. the name and address of the tendering holder;
. the names in which the old notes are registered and, if possible, the
certificate numbers of the old notes to be tendered; and
39
. a statement that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange trading days after the expiration
date, the old notes in proper form for transfer, or a confirmation of
book-entry transfer of such old notes into the exchange agent's account
at the book-entry transfer facility, will be delivered by the Eligible
Institution together with a properly completed and duly executed letter
of transmittal or an agent's message and any other required documents.
So long as old notes being tendered by the above-described method are
deposited with the exchange agent within the relevant time period, a tender
will be deemed to have been received as of the date when:
. the tendering holder's properly completed and duly signed letter of
transmittal, or a properly transmitted agent's message, accompanied by
the old notes or a confirmation of book-entry transfer of the old notes
into the exchange agent's account at the book-entry transfer facility is
received by the exchange agent; or
. a notice of guaranteed delivery or letter, telegram or facsimile
transmission to similar effect from an Eligible Institution is received
by the exchange agent.
Issuances of new notes in exchange for old notes tendered pursuant to a
notice of guaranteed delivery or letter, telegram or facsimile transmission to
similar effect by an Eligible Institution will be made only against deposit of
the letter of transmittal and any other required documents and the tendered old
notes or a confirmation of book-entry transfer and an agent's message. All
questions as to the validity, form, eligibility (including time of receipt),
and acceptance of old notes tendered for exchange will be determined by us in
our sole discretion, which determination will be final and binding. We reserve
the absolute right to reject any and all tenders of old notes not properly
tendered or not to accept old notes which acceptance might, in our judgment or
the judgment of our counsel, be unlawful. We also reserve the absolute right to
waive any defects or irregularities or conditions of the exchange offer as to
old notes either before or after the expiration date, including the right to
waive the ineligibility of any holder who seeks to tender old notes in the
exchange offer. The interpretation of the terms and conditions of the exchange
offer, including the letter of transmittal and the instructions contained in
the letter of transmittal, by us will be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of old
notes for exchange must be cured prior to the expiration date. Neither we, the
exchange agent nor any other person has any duty to you to give notification of
any defect or irregularity with respect to any tender of old notes for
exchange, nor will any of us incur any liability for failure to give such
notification.
If the letter of transmittal is signed by a person or persons other than the
registered holder or holders of old notes, the old notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed exactly as
the name or names of the registered holder or holders appear on the old notes.
If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
us, such persons must submit proper evidence satisfactory to us of their
authority to so act.
Terms and Conditions of the Letter of Transmittal
The letter of transmittal contains, among other things, the following terms
and conditions, which are part of the exchange offer.
The party tendering old notes for exchange exchanges, assigns and transfers
the old notes to us and irrevocably constitutes and appoints the exchange agent
as his or her agent and attorney-in-fact to cause the old notes to be assigned,
transferred and exchanged. We refer to the party tendering notes herein as the
"transferor." The transferor represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the old notes and to acquire
new notes issuable upon the exchange of the tendered old notes, and that,
40
when the same are accepted for exchange, we will acquire good and unencumbered
title to the tendered old notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The transferor
also warrants that it will, upon request, execute and deliver any additional
documents deemed by the exchange agent or us to be necessary or desirable to
complete the exchange, assignment and transfer of tendered old notes or
transfer ownership of such old notes on the account books maintained by the
book-entry transfer facility. The transferor further agrees that acceptance of
any tendered old notes by us and the issuance of new notes in exchange for old
notes will constitute performance in full by us of various of our obligations
under the exchange and registration rights agreement. All authority conferred
by the transferor will survive the death or incapacity of the transferor and
every obligation of the transferor will be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of the
transferor.
By tendering, each transferor represents to us that, among other things:
. the new notes acquired pursuant to the exchange offer are being acquired
in the ordinary course of business of the transferor and each beneficial
owner of old notes tendered thereby;
. the transferor and each beneficial owner of old notes tendered thereby
has no arrangement or understanding with any person to participate in
the distribution of the new notes;
. the transferor and each beneficial owner of old notes tendered thereby
is not an "affiliate," as defined under Rule 405 of the Securities Act,
of ours;
. the transferor and each beneficial owner of old notes tendered thereby
is not engaged in, and does not intend to engage in, a distribution of
the new notes;
. the transferor and each beneficial owner of old notes tendered thereby
acknowledge that any person who is a broker-dealer registered under the
Exchange Act or is participating in the exchange offer for the purpose
of distributing the new notes must comply with the registration and
prospectus delivery requirements of Section 10 of the Securities Act in
connection with a secondary resale transaction of the new notes acquired
by such person and cannot rely on the position of the staff of the
Securities and Exchange Commission set forth in certain no action
letters; and
. the transferor and each beneficial owner of old notes tendered thereby
understand that a secondary resale transaction described in the fifth
bullet point above and any resales of new notes obtained by the
transferor or any beneficial owner in exchange for the old notes
acquired by the transferor directly from the Issuer should be covered by
an effective registration statement containing the selling
securityholder information required by Item 507 or Item 508, if
applicable, of Regulation S-K of the Securities and Exchange Commission.
Each broker-dealer that receives new notes for its own account in exchange
for old notes, where such old notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such new notes. See "Plan of Distribution." Broker-dealers who acquired old
notes directly from us and not as a result of market-making activities or other
trading activities may not rely on the interpretations of the staff of the
Securities and Exchange Commission discussed above or participate in the
exchange offer, and must comply with the prospectus delivery requirements of
the Securities Act to sell the old notes.
Withdrawal Rights
Tenders of old notes may be withdrawn at any time prior to the expiration
date.
For a withdrawal to be effective, a written notice of withdrawal sent by
telegram, facsimile transmission, with receipt confirmed by telephone, or
letter must be received by the exchange agent at the address set forth in this
prospectus prior to the expiration date. Any notice of withdrawal must:
. specify the name of the person having tendered the old notes to be
withdrawn;
41
. identify the old notes to be withdrawn, including the certificate number
or numbers and principal amount of such old notes;
. specify the principal amount of old notes to be withdrawn;
. include a statement that the holder is withdrawing his or her election
to have the old notes exchanged;
. be signed by the holder in the same manner as the original signature on
the letter of transmittal by which the old notes were tendered or as
otherwise described above, including any required signature guarantees,
or be accompanied by documents of transfer sufficient to have the
trustee under the indenture register the transfer of the old notes into
the name of the person withdrawing the tender; and
. specify the name in which any such old notes are to be registered, if
different from that of the person who tendered the old notes.
The exchange agent will return the properly withdrawn old notes promptly
following receipt of the notice of withdrawal. If old notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal
must specify the name and number of the account at the book-entry transfer
facility to be credited with the withdrawn old notes or otherwise comply with
the book- entry transfer facility procedure. All questions as to the validity
of notices of withdrawals, including time of receipt, will be determined by us
and our determination will be final and binding on all parties.
Any old notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the exchange offer. Any old notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder without cost to the holder. In the case of old notes
tendered by book-entry transfer into the exchange agent's account at the
book-entry transfer facility pursuant to the book-entry transfer procedures
described above, the old notes will be credited to an account with the
book-entry transfer facility specified by the holder. In either case, the old
notes will be returned promptly after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn old notes may be
retendered by following one of the procedures described under "--Procedures for
Tendering" above at any time prior to the expiration date.
Acceptance of Old Notes for Exchange; Delivery of New Notes
Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, on the expiration date, all old notes properly tendered and
will issue the new notes promptly after such acceptance. See "--Conditions to
the Exchange Offer" below for more detailed information. For purposes of the
exchange offer, we will be deemed to have accepted properly tendered old notes
for exchange when, and if, we have given oral (promptly confirmed in writing)
or written notice of our acceptance to the exchange agent.
For each old note accepted for exchange, the holder of the old note will
receive a new note having a principal amount equal to that of the surrendered
old note.
In all cases, issuance of new notes for old notes that are accepted for
exchange pursuant to the exchange offer will be made only after:
. timely receipt by the exchange agent of certificates for the old notes
or a timely book-entry confirmation of the old notes into the exchange
agent's account at the book-entry transfer facility;
. a properly completed and duly executed letter of transmittal, or a
properly transmitted agent's message; and
. timely receipt by the exchange agent of all other required documents.
If any tendered old notes are not accepted for any reason or if old notes
are submitted for a greater principal amount than the holder desires to
exchange, the unaccepted or nonexchanged old notes will be returned without
expense to the tendering holder of the old notes. In the case of old notes
tendered by book-entry transfer into the
42
exchange agent's account at the book-entry transfer facility pursuant to the
book-entry transfer procedures described above, the non-exchanged old notes
will be credited to an account maintained with the book-entry transfer
facility. In either case, the old notes will be returned as promptly as
practicable after the expiration of the exchange offer.
Conditions to the Exchange Offer
Notwithstanding any other provision of the exchange offer, or any extension
of the exchange offer, we will not be required to accept for exchange, or to
issue new notes in exchange for, any old notes and may terminate or amend the
exchange offer, by oral (promptly confirmed in writing) or written notice to
the exchange agent or by a timely press release, if at any time before the
expiration date, any of the following conditions exist:
. any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the exchange offer
which could reasonably be expected to impair our ability to proceed with
the exchange offer; or
. the exchange offer, or the making of any exchange by a holder, violates
applicable law, any applicable interpretation of the staff of the
Securities and Exchange Commission or any order of any governmental
agency or court of competent jurisdiction.
The conditions described above are for our sole benefit and may be asserted
by us regardless of the circumstances giving rise to the condition or we may
waive any condition in whole or in part at any time and from time to time in
our sole discretion; provided, that all conditions must be satisfied or waived
before the expiration date. Our failure at any time to exercise any of the
rights described above will not be deemed a waiver of the right and each right
will be deemed an ongoing right which we may assert at any time and from time
to time.
If we waive or amend the conditions above, we will, if required by law,
extend the exchange offer for a minimum of five business days from the date
that we first give notice, by public announcement or otherwise, of the waiver
or amendment, if the exchange offer would otherwise expire within the five
business-day period. Any determination by us concerning the events described
above will be final and binding upon all parties.
In addition, we will not accept for exchange any old notes tendered, and no
new notes will be issued in exchange for those old notes, if at such time any
stop order shall be threatened or in effect with respect to the registration
statement of which this prospectus constitutes a part or the qualification of
the indenture under the Trust Indenture Act of 1939. In any of those events, we
are required to use every reasonable effort to obtain the withdrawal of any
stop order at the earliest possible time.
The exchange offer is not conditioned upon any minimum principal amount of
old notes being tendered.
Exchange Agent
Wilmington Trust FSB has been appointed as the exchange agent for the
exchange offer. All executed letters of transmittal should be directed to the
exchange agent at one of the addresses set forth below:
By Registered or Certified Mail: By Facsimile: By Hand or Overnight Courier:
Corporate Trust Reorg Services (302) 636-4145 Corporate Trust Reorg Services
Wilmington Trust FSB Wilmington Trust FSB
as Exchange Agent Confirm by Telephone: as Exchange Agent
Mail Drop 1615 Rodney Square North
P.O. Box 8861 (302) 636-6472 1100 North Market Street
Wilmington, DE 19899-8861 Wilmington, DE 19890-1615
Re: Hanover Equipment Trust 2001B Re: Hanover Equipment Trust 2001B
43
You should direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for notices of guaranteed delivery to the exchange agent at the
address and telephone number set forth in the letter of transmittal.
Delivery to an address other than as set forth on the letter of transmittal,
or transmissions of the letter by transmittal via a facsimile number other than
the one set forth on the letter of transmittal, will not constitute a valid
delivery.
Solicitations of Tenders; Fees and Expenses
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. However, we will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith. We will also pay
brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of this and other
related documents to the beneficial owners of the old notes and in handling or
forwarding tenders for their customers.
We will pay the estimated cash expenses to be incurred in connection with
the exchange offer. We estimate the expenses to be approximately $775,000 which
includes fees and expenses of the exchange agent, trustee, registration fees,
accounting, legal, printing and related fees and expenses.
No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those
contained in this prospectus. If given or made, such information or
representations should not be relied upon as having been authorized by us.
Neither the delivery of this prospectus nor any exchange made pursuant to this
prospectus, under any circumstances, create any implication that there has been
no change in our affairs since the respective dates as of which information is
given in this prospectus. The exchange offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of old notes in any
jurisdiction in which the making of the exchange offer or the acceptance of the
exchange offer would not be in compliance with the laws of the jurisdiction.
However, we may, at our discretion, take such action as we may deem necessary
to make the exchange offer in the jurisdiction and extend the exchange offer to
holders of old notes in the jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws of which require the exchange offer to be made
by a licensed broker or dealer, the exchange offer is being made on our behalf
by one or more registered brokers or dealers which are licensed under the laws
of the jurisdiction.
Transfer Taxes
We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. However, the transfer taxes will be
payable by the tendering holder if:
. certificates representing new notes or old notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to
be issued in the name of, any person other than the registered holder of
the old notes tendered;
. tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal; or
. a transfer tax is imposed for any reason other than the exchange of old
notes pursuant to the exchange offer.
If taxes are payable by the tendering holders, we will bill the amount of
the transfer taxes directly to the tendering holder if satisfactory evidence of
payment of the taxes or exemption therefrom is not submitted with the letter of
transmittal.
44
Accounting Treatment
For accounting purposes, we will not recognize gain or loss upon the
exchange of the new notes for old notes. We will amortize expenses incurred in
connection with the issuance of the new notes over the term of the new notes.
Consequence of Failure to Exchange
Holders of old notes who do not exchange their old notes for new notes
pursuant to the exchange offer will continue to be subject to the restrictions
on transfer of the old notes as described in the legend on the old notes. Old
notes not exchanged pursuant to the exchange offer will continue to remain
outstanding in accordance with their terms. In general, the old notes may not
be offered or sold unless registered under the Securities Act, except pursuant
to an exemption from, or in a transaction not subject to, the Securities Act
and applicable state securities laws. We do not currently anticipate that we
will register the old notes under the Securities Act.
Participation in the exchange offer is voluntary, and holders of old notes
should carefully consider whether to participate. Holders of old notes are
urged to consult their financial and tax advisors in making their own decision
on what action to take.
As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, this exchange offer, we
will have fulfilled our obligations under the exchange and registration rights
agreement. We do not intend to file a shelf registration statement for the
resale of the old notes. Holders of old notes who do not tender their old notes
in the exchange offer will continue to hold the old notes and will be entitled
to all the rights and limitations applicable to the old notes under the
indenture, except for any rights under the exchange and registration rights
agreement that by their terms terminate or cease to have further effectiveness
as a result of the making of this exchange offer. All untendered old notes will
continue to be subject to the restrictions on transfer described in the
indenture. To the extent that old notes are tendered and accepted in the
exchange offer, the trading market for untendered old notes could be adversely
affected.
We may in the future seek to acquire, subject to the terms of the indenture,
untendered old notes in open market or privately negotiated transactions,
through subsequent exchange offers or otherwise. We have no present plan to
acquire any old notes which are not tendered in the exchange offer.
Resale of New Notes
We are making the exchange offer in reliance on the position of the staff of
the Securities and Exchange Commission as set forth in interpretive letters
addressed to third parties in other transactions. However, we have not sought
our own interpretive letter and we can provide no assurance that the staff
would make a similar determination with respect to the exchange offer as it has
in such interpretive letters to third parties. Based on these interpretations
by the staff, we believe that the new notes issued pursuant to the exchange
offer in exchange for old notes may be offered for resale, resold and otherwise
transferred by a holder or beneficial owner of such new notes, other than any
holder or beneficial owner who is a broker-dealer or an "affiliate" of ours
within the meaning of Rule 405 of the Securities Act, without further
compliance with the registration and prospectus delivery requirements of the
Securities Act, provided that:
. the new notes are acquired in the ordinary course of business of the
holder and each beneficial holder of old notes tendered thereby;
. the holder and each beneficial holder of old notes tendered thereby has
no arrangement or understanding with any person to participate in a
distribution of the new notes; and
. the holder and each beneficial holder of old notes tendered thereby is
not engaged in, and does not intend to engage in, a distribution of the
new notes.
45
However, any holder or any beneficial owner of old notes tendered thereby
who is:
. an "affiliate" of ours;
. who has an arrangement or understanding with respect to the distribution
of the new notes to be acquired pursuant to the exchange offer; or
. any broker-dealer who purchased old notes from us to resell pursuant to
Rule 144A or any other available exemption under the Securities Act,
could not rely on the applicable interpretations of the staff and must comply
with the registration and prospectus delivery requirements of the Securities
Act. A broker-dealer who holds old notes that were acquired for its own account
as a result of market-making or other trading activities may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of new notes. Each such broker-dealer that receives
new notes for its own account in exchange for old notes, where the
broker-dealer acquired the old notes as a result of market-making activities or
other trading activities, must acknowledge, as provided in the letter of
transmittal, that it will deliver a prospectus in connection with any resale of
such new notes. For more detailed information, see "Plan of Distribution."
In addition, to comply with the securities laws of various jurisdictions, if
applicable, the new notes may not be offered or sold unless they have been
registered or qualified for sale in the jurisdiction or an exemption from
registration or qualification is available and is complied with. We have
agreed, pursuant to the exchange and registration rights agreement and subject
to specified limitations therein, to register or qualify the new notes for
offer or sale under the securities or blue sky laws of the jurisdictions as any
holder of the new notes reasonably requests. The registration or qualification
may require the imposition of restrictions or conditions, including suitability
requirements for offerees or purchasers, in connection with the offer or sale
of any new notes.
Shelf Registration Statement
If:
. we are not permitted to effect the exchange offer because of any change
in law or applicable interpretations by the staff of the Securities and
Exchange Commission;
. the exchange offer is not consummated for any reason within 180 days
after the date of issuance of the old notes;
. any old notes tendered pursuant to the exchange offer are not exchanged
for new notes within 10 days of being accepted in the exchange offer;
. any of the initial purchasers of the old notes so requests with respect
to old notes not eligible to be exchanged for new notes in the exchange
offer and held by it following the consummation of the exchange offer; or
. any applicable law or interpretations do not permit any holder to
participate in the exchange offer,
then the exchange and registration rights agreement requires us to file as
promptly as practicable and use our reasonable best efforts to cause the
Securities and Exchange Commission to declare effective a shelf registration
statement with respect to the resale of the old notes and keep the statement
effective for up to two years after the effective date of the shelf
registration statement or such shorter period that will terminate when all the
old notes covered by the registration statement have been sold pursuant to the
shelf registration statement. Under certain circumstances, we may suspend the
effectiveness of the shelf registration statement for up to 60 days in any year
during the two-year period of effectiveness described above. We do not intend
to file a shelf registration statement for the resale of the old notes.
46
Additional Interest
If:
. the registration statement covering the new notes offered in the
exchange offer is not declared effective by the Securities and Exchange
Commission on or prior to 150 days after the date of issuance of the old
notes;
. we fail to consummate the exchange offer on or prior to 180 days after
the date of issuance of the old notes;
. we fail to file the shelf registration statement required by the
exchange and registration rights agreement on or before the date
specified for such filing;
. the shelf registration statement is not declared effective by the
Securities and Exchange Commission on or prior to the date specified for
such effectiveness in the exchange and registration rights agreement; or
. the shelf registration statement is declared effective but thereafter
ceases to be effective without being succeeded within 30 days by an
additional registration statement filed and declared effective (each
such event, a "Registration Default");
then we are obligated to pay additional interest to each holder of old notes,
during the period of one or more such Registration Defaults, in an amount equal
to $0.192 per week per $1,000 principal amount of notes held by such holder.
Because the registration statement of which this prospectus is a part was
not declared effective on or prior to January 28, 2002 and the exchange offer
was not consummated on or prior to February 26, 2002 and because we have not
filed a shelf registration statement within the required time frame, the Issuer
is obligated to pay additional interest to each holder of old notes in an
amount equal to $0.192 per week per $1,000 principal amount of notes held by
such holder. The additional interest began to accrue on January 28, 2002 and
will continue to accrue with respect to the old notes until we have cured all
Registration Defaults under the exchange and registration rights agreement,
which we expect to occur when we complete the exchange offer. Additional
interest which has accrued on the old notes is due and payable by the Issuer to
the record holder of old notes (or, following the closing of the exchange
offer, to the record holder of new notes to the extent that there exists
accrued but unpaid additional interest with respect to old notes exchanged
therefor) entitled to receive an interest payment made on each regularly
scheduled interest payment date.
47
USE OF PROCEEDS
This exchange offer is intended to satisfy the obligations of the Issuer,
Hanover and HCLP under the exchange and registration rights agreement entered
into with the initial purchasers of the old notes concurrently with the
issuance of the old notes. None of the registrants will receive any cash
proceeds from the exchange offer. You will receive, in exchange for old notes
tendered by you in the exchange offer, new notes in like principal amount. The
old notes surrendered in exchange for the new notes will be retired and
cancelled and cannot be reissued. Accordingly, the issuance of the new notes
will not result in any increase of the Issuer's, Hanover's or HCLP's
outstanding debt.
The Issuer used the proceeds from the sale of the old notes, together with
equity financing raised by the Issuer, to purchase domestic gas compression
equipment covered by the operating lease from HCLP and certain of its
subsidiaries. Hanover used the proceeds from the sale of the Equipment covered
by the operating lease to exercise HCLP's equipment purchase option under an
existing operating lease and for general corporate purposes.
48
CAPITALIZATION OF HANOVER COMPRESSOR COMPANY
AND HANOVER COMPRESSION LIMITED PARTNERSHIP
In the table below and the footnotes thereto, we have provided you with
Hanover's and HCLP's total capitalization at September 30, 2002. You should
read this table and the footnotes thereto in conjunction with Hanover's and
HCLP's consolidated financial statements and the notes related thereto, which
are included or incorporated by reference in this prospectus. See "Where You
Can Find More Information" and "Incorporation of Documents by Reference."
As of September 30,
2002(1)
-------------------
(in thousands,
except par value
and share amounts)
Current maturities of long-term debt............................. $ 6,251
----------
Long-term debt
4.75% Convertible Senior Notes................................ 192,000
$350 million bank credit agreement(2)......................... 192,500
Subordinated acquisition note(3).............................. 166,484
Other......................................................... 20,545
----------
Total long-term debt...................................... 571,529
----------
Joint venture payment(4)......................................... 58,000
----------
Mandatorily redeemable convertible
preferred securities.......................................... 86,250
----------
Common stockholders' equity
Common stock, $.001 par value, 200,000,000 shares authorized;
79,933,045 shares issued(5)................................. 79
Additional paid-in capital(5)................................. 834,009
Notes-receivable--employee stockholders....................... (2,757)
Deferred employee compensation--restricted stock grants....... (2,454)
Accumulated other comprehensive loss.......................... (14,790)
Retained earnings............................................. 179,114
Treasury stock--253,115 common shares, at cost................ (2,325)
----------
Total common stockholders' equity......................... 990,876
----------
Total capitalization...................................... $1,712,906
==========
- --------
(1) The following table reflects the total capitalization of HCLP:
As of September 30,
2002
-------------------
(in thousands)
Current maturities of long-term debt...... $ 6,251
----------
Long-term debt
$350 million bank credit agreement(2).. 192,500
Subordinated acquisition note(3)....... 166,484
Other.................................. 20,545
----------
Total long-term debt................ 379,529
----------
Joint venture payment(4).................. 58,000
----------
Partners' equity
Partners' capital...................... 1,274,976
Accumulated other comprehensive loss... (14,790)
----------
Total partners' equity.............. 1,260,186
----------
Total capitalization................ $1,703,966
==========
49
(2) As of September 30, 2002, we had approximately $20 million of credit
capacity remaining (after giving effect to the covenant limitations in the
agreement) on our $350 million bank credit agreement (3.6% weighted average
effective rate at September 30, 2002).
(3) As more fully described under "Description of Certain Indebtedness,"
amounts outstanding under the subordinated acquisition note accrue
pay-in-kind interest at a fixed rate of 8.5% until six months after the
date of issuance of the note, and thereafter the interest rate increases
periodically in increments of 1% to 2% per annum to a maximum interest rate
42 months after issuance of 15.5%. We are considering alternatives to
prepay the subordinated acquisition note, including the possible sale of
equity securities. In the event that we complete an offering of equity
securities, the terms of the note require us to apply the proceeds of the
offering toward repayment of the note, subject to certain exceptions.
(4) We are required to pay up to $58 million to Schlumberger with proceeds of a
financing of a South American joint venture acquired by Hanover in the
acquisition of the gas compression business of Schlumberger. If the joint
venture fails to execute the financing or such financing fails to be
non-recourse to Hanover, in either case, on or before December 31, 2002,
Hanover will have the right to put our interest in the joint venture back
to Schlumberger in exchange for a return of the purchase price allocated to
the joint venture, plus the net amount of any capital contributions by
Hanover to the joint venture. Our right to exercise the put expires on
January 31, 2003. This $58 million amount is included in "Accrued
liabilities" in Hanover's and HCLP's balance sheet.
(5) Does not include shares of common stock issuable upon exercise of employee
stock options or exercise of warrants to purchase common stock.
Since January 1999, we have completed five sale and leaseback transactions
(including the Lease) of compression equipment from which we received aggregate
gross proceeds of approximately $1,139.6 million. The leaseback of the
equipment is recorded as an operating lease. Three of these transactions,
completed in 1999 and 2000, have five-year terms and require quarterly rental
payments based on the London Interbank Offered Rate. Under these three leases,
we continue to utilize the equipment and have the option to repurchase the
equipment under certain conditions as defined by the lease agreements. The
Lease has a ten-year term and requires semi-annual rental payments based upon
the amount necessary for the Issuer to make regularly scheduled payments on the
notes and to provide a return to its equity certificate holder. The fifth
transaction, completed concurrently with the Lease, has a seven-year term and
is substantially similar to the Lease. We have approximately $881 million in
residual value guarantees that are due upon termination of our operating leases
(including the Lease), which may be satisfied by a cash payment or the exercise
of our purchase options under the terms of the respective lease agreements.
50
CAPITALIZATION OF HANOVER EQUIPMENT TRUST 2001B
The following table sets forth the Issuer's capitalization as of September
30, 2002. You should read this table in conjunction with the Issuer's financial
statements and notes thereto, which are included in this prospectus.
As of September 30,
2002
-------------------
(in thousands)
Long-term debt:
8.75% senior Secured Notes due 2011............ $250,000
Certificate holder's equity:
Equity certificates............................ 7,750
--------
Total capitalization.................... $257,750
========
51
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
OF HANOVER COMPRESSOR COMPANY
AND HANOVER COMPRESSION LIMITED PARTNERSHIP
In the table below and the footnotes thereto, we have provided you with
Hanover's and HCLP's selected historical consolidated financial data and pro
forma combined condensed financial data. The historical consolidated financial
data of Hanover for each of the fiscal years in the five-year period ended
December 31, 2001 were derived from Hanover's audited consolidated financial
statements. The historical consolidated financial data of HCLP for each of the
fiscal years in the four-year period ended December 31, 2001 were derived from
HCLP's audited consolidated financial statements. The historical consolidated
financial data of HCLP for the fiscal year ended December 31, 1997 were derived
from HCLP's unaudited consolidated financial statements. The historical
consolidated financial data as of and for the nine months ended September 30,
2002 and 2001 were derived from Hanover's and HCLP's unaudited condensed
consolidated financial statements. In the opinion of management, such unaudited
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position and
results of operations of such interim periods.
In August 2001, we acquired the gas compression business of Schlumberger for
total consideration of $761 million, consisting of $270 million in cash, $150
million in a long-term subordinated note and approximately 8.7 million shares
of common stock, subject to certain post-closing adjustments pursuant to the
acquisition agreement that to date have resulted in an increase in the purchase
price to approximately $778 million due to an increase in net assets acquired
and before any reduction due to the restrictions on the marketability of the
common stock (the "POI Acquisition"). In addition, we are required under
certain circumstances to pay up to $58 million to Schlumberger with the
proceeds of a financing of a South American joint venture acquired in the POI
Acquisition. In connection with the POI Acquisition, we sold certain gas
compression equipment to the Issuer and to Hanover Equipment Trust 2001A and
exercised our equipment purchase option under an existing operating lease
entered into during 1998 (the "1998 Lease") (collectively, the "Transactions").
The pro forma combined condensed financial data present our pro forma results
of operations as if the Transactions had occurred on January 1, 2001 and were
derived from the pro forma combined condensed financial statements of
operations for the year ended December 31, 2001 included in this prospectus.
The pro forma financial data is not adjusted to reflect the pro forma effect of
our acquisition of OEC Compression Corporation ("OEC"), completed in March
2001, which was not significant. The pro forma financial data does not purport
to be indicative of the results that would actually have been obtained had the
Transactions been completed on the date indicated or that may be obtained in
the future.
The information in this section should be read along with Hanover's
consolidated financial statements, accompanying notes and other financial
information, HCLP's consolidated financial statements, accompanying notes and
other financial information, the combined financial statements of the gas
compression business of Schlumberger and related pro forma financial data, each
of which is included or incorporated by reference in this prospectus. See
"Where You Can Find More Information" and "Incorporation of Documents by
Reference."
52
Hanover Compressor Company
Year Ended December 31,
--------------------------------------------------------------------
Pro Forma
2001(1)(2) 2001(1)(4) 2000(1)(3)(4) 1999(1)(4) 1998(1) 1997(1)
---------- ---------- ------------- ---------- -------- ---------
(in thousands, except per share amounts)
INCOME STATEMENT DATA:
Total revenues and other................................ $1,176,350 $1,070,697 $ 562,786 $318,130 $286,351 $ 199,393
Expenses:
Operating............................................. 699,801 643,781 315,724 155,394 155,046 110,027
Selling, general and administrative................... 109,704 100,980 54,632 33,782 26,626 21,514
Depreciation and amortization......................... 98,259 90,560 52,882 37,337 37,154 28,439
Leasing expense....................................... 93,309 70,435 45,484 22,090 6,173 --
Interest expense...................................... 26,040 17,540 8,685 8,786 11,716 10,728
Foreign currency translation.......................... 6,658 6,658 -- -- -- --
Distributions on mandatorily redeemable convertible
preferred securities................................. 6,373 6,373 6,369 278 -- --
Other................................................. 17,323 17,323 -- -- -- --
---------- ---------- ---------- -------- -------- ---------
Total expenses....................................... 1,057,467 953,650 483,776 257,667 236,715 170,708
---------- ---------- ---------- -------- -------- ---------
Income before income taxes.............................. 118,883 117,047 79,010 60,463 49,636 28,685
Provision for income taxes.............................. 45,168 44,470 29,371 22,008 19,259 11,043
---------- ---------- ---------- -------- -------- ---------
Net income before cumulative effect of accounting
change................................................. 73,715 72,577 49,639 38,455 30,377 17,642
Cumulative effect of accounting change for derivative
instruments, net of tax................................ -- (164) -- -- -- --
---------- ---------- ---------- -------- -------- ---------
Net income.............................................. $ 73,715 72,413 49,639 38,455 30,377 17,642
==========
Other comprehensive income (loss), net of tax:
Change in fair value of derivative instruments........ (6,073) -- -- -- --
Foreign currency translation adjustment............... (27) (146) (463) 152 --
---------- ---------- -------- -------- ---------
Comprehensive income.................................... $ 66,313 $ 49,493 $ 37,992 $ 30,529 $ 17,642
========== ========== ======== ======== =========
Diluted net income per share:
Net income before cumulative effect of accounting
change............................................... $ 73,715 $ 72,577 $ 49,639 $ 38,455 $ 30,377 $ 17,642
Distributions on mandatorily redeemable convertible
preferred securities, net of tax..................... 4,142 4,142 -- -- -- --
Cumulative effect of accounting change for derivative
instruments, net of tax.............................. -- (164) -- -- -- --
---------- ---------- ---------- -------- -------- ---------
Net income for purposes of computing diluted net
income per share..................................... $ 77,857 $ 76,555 $ 49,639 $ 38,455 $ 30,377 $ 17,642
========== ========== ========== ======== ======== =========
Weighted average common and common equivalent
shares:
Basic(5).............................................. 78,160 72,355 61,831 57,048 56,936 51,246
---------- ---------- ---------- -------- -------- ---------
Diluted(5)............................................ 86,980 81,175 66,366 61,054 60,182 54,690
---------- ---------- ---------- -------- -------- ---------
Earnings per common share:
Basic(5).............................................. $ 0.94 $ 1.00 $ 0.80 $ 0.67 $ 0.53 $ 0.34
========== ========== ========== ======== ======== =========
Diluted(5)............................................ $ 0.90 $ 0.94 $ 0.75 $ 0.63 $ 0.50 $ 0.32
========== ========== ========== ======== ======== =========
OTHER DATA:
EBITDAR(6)............................................ $ 342,864 $ 301,955 $ 192,430 $128,954 $104,679 $ 67,852
Ratio of earnings to fixed charges(7)................. 1.9x 2.1x 2.2x 2.8x 3.7x 3.7x
CASH FLOWS PROVIDED BY(USED IN):
Operating activities.................................. $ 152,774 $ 29,746 $ 71,610 $ 31,147 $ 32,219
Investing activities.................................. (482,277) (67,481) (95,502) (14,699) (164,490)
Financing activities.................................. 307,259 77,589 18,218 (9,328) 129,510
BALANCE SHEET DATA(END OF PERIOD):
Working capital....................................... $ 275,074 $ 282,730 $103,431 $113,264 $ 58,027
Net property, plant and equipment..................... 1,151,513 574,703 498,877 392,498 394,070
Total assets.......................................... 2,265,776 1,246,172 753,387 614,590 506,452
Long-term debt, excluding current maturities.......... 504,260 110,935 69,681 156,943 158,838
Mandatorily redeemable convertible preferred
securities........................................... 86,250 86,250 86,250 -- --
Common stockholders' equity........................... 1,039,468 628,947 365,928 315,470 287,028
53
Hanover Compressor Company
Nine Months
Ended September 30,
------------------------
2002(1) 2001(1)(3)(4)
---------- -------------
(in thousands, except per
share data)
(unaudited)
INCOME STATEMENT DATA:
Total revenues and other............................................................... $ 783,386 $ 757,667
Expenses:
Operating............................................................................ 446,131 453,710
Selling, general and administrative.................................................. 113,867 68,593
Depreciation and amortization........................................................ 83,241 62,482
Leasing expense...................................................................... 70,810 47,541
Interest expense..................................................................... 26,573 10,255
Distributions on mandatorily redeemable convertible preferred securities............. 4,780 4,780
Foreign currency translation......................................................... 13,339 1,147
Change in fair value of derivative financial instruments............................. (1,530) 8,723
Goodwill impairment.................................................................. 47,500 --
Other................................................................................ 14,837 2,750
---------- ----------
Total expenses...................................................................... 819,548 659,981
---------- ----------
Income (loss) before income taxes...................................................... (36,162) 97,686
Provision for income taxes............................................................. 4,986 37,113
---------- ----------
Net income (loss) before cumulative effect of accounting change........................ (41,148) 60,573
Cumulative effect of accounting change for derivative instruments, net of income tax... -- (164)
---------- ----------
Net income (loss)...................................................................... (41,148) 60,409
Other comprehensive income (loss), net of tax:
Change in fair value of derivative instruments....................................... (8,837) (7,914)
Foreign currency translation adjustment.............................................. 604 (22)
---------- ----------
Comprehensive income (loss)............................................................ $ (49,381) $ 52,473
========== ==========
Diluted net income (loss) per share:
Net income (loss) before cumulative effect of accounting change...................... $ (41,148) $ 60,573
Distributions on mandatorily redeemable convertible preferred securities, net of tax. -- 3,108
Cumulative effect of accounting change for derivative instruments, net of tax........ -- (164)
---------- ----------
Net income (loss) for purposes of computing diluted net income (loss) per share...... $ (41,148) $ 63,517
========== ==========
Weighted average common and common equivalent shares:(5)
Basic................................................................................ 79,338 70,098
Diluted.............................................................................. 79,338 78,997
Earnings (loss) per common share:
Basic................................................................................ $ (0.52) $ 0.86
Diluted.............................................................................. $ (0.52) $ 0.80
OTHER DATA:
EBITDAR(6)........................................................................... $ 196,742 $ 222,744
Ratio of earnings to fixed charges(7)(8)............................................. -- 2.4x
CASH FLOWS PROVIDED BY (USED IN):
Operating activities................................................................. $ 114,906 $ 41,952
Investing activities................................................................. (146,881) (304,062)
Financing activities................................................................. 32,839 238,968
BALANCE SHEET DATA (END OF PERIOD):
Working capital...................................................................... $ 246,393 $ 422,041
Net property, plant and equipment.................................................... 1,231,689 1,010,773
Total assets......................................................................... 2,208,618 2,145,334
Long-term debt, excluding current maturities......................................... 571,529 434,709
Mandatorily redeemable convertible preferred securities.............................. 86,250 86,250
Common stockholders' equity.......................................................... 990,876 1,022,901
54
- --------
(1) Substantially all of Hanover's assets and operations are owned or conducted
by HCLP. To the extent there are differences between the selected
consolidated financial data for Hanover and the selected consolidated
financial data for HCLP, these arise due to Hanover's mandatorily
redeemable convertible preferred securities, Hanover's 4.75% convertible
senior notes due 2008 and Hanover's outstanding common stock. The following
line items would be different with respect to HCLP's selected consolidated
financial data, compared to Hanover's selected consolidated financial data
presented above. Earnings per share data computations are applicable to
Hanover only, as HCLP is a limited partnership.
Year Ended December 31,
------------------------------------------------------------------
Pro Forma
2001 2001(e) 2000(d)(e) 1999(e) 1998 1997
--------- ---------- ---------- --------- -------- ---------
(in thousands)
Net income (a).......................... $82,507 $ 81,205 $ 53,639 $ 38,632 $ 30,377 $ 17,642
OTHER DATA:
Ratio of earnings to fixed charges(7). 2.1x 2.3x 2.4x 2.8x 3.7x 3.7x
CASH FLOWS PROVIDED BY:
Operating activities.................. $ 163,723 $ 38,218 $ 79,099 $ 31,909 $ 32,219
Financing activities.................. 296,310 69,117 10,729 (10,090) 129,510
BALANCE SHEET DATA (END OF
PERIOD):
Working capital....................... $ 278,109 $ 282,911 $ 103,709 $113,264 $ 58,027
Total assets.......................... 2,259,214 1,244,264 753,464 624,737 517,200
Long-term debt, excluding current
maturities (b)...................... 312,260 110,935 69,681 156,943 158,838
Mandatorily redeemable convertible
preferred securities (c)............. -- -- -- -- --
Partners' equity...................... 1,305,970 711,000 452,432 325,616 297,776
Nine Months Ended
September 30,
----------------------
2002 2001(d)(e)
---------- ----------
(in thousands)
(unaudited)
Net income (loss) (a)................................................ $ (27,130) $ 66,650
OTHER DATA:
Ratio of earnings to fixed charges(7)(9)........................... -- 2.7x
CASH FLOWS PROVIDED BY:
Operating activities............................................... $ 128,841 $ 51,239
Financing activities............................................... 18,904 229,681
BALANCE SHEET DATA (END OF PERIOD):
Working Capital.................................................... $ 247,390 $ 422,483
Total assets....................................................... 2,205,518 2,137,257
Long-term debt, excluding current maturities (b)................... 379,529 242,709
Mandatorily redeemable convertible preferred securities (c)........ -- --
Partners' equity................................................... 1,260,186 1,287,221
-----
(a) Includes the adjustment to remove the distributions on mandatorily
redeemable convertible preferred securities, net of tax, and, for the
2002 and 2001 periods, interest on and amortization of financing costs
associated with the 4.75% convertible senior notes due 2008, net of tax,
both of which are obligations of Hanover but not HCLP.
(b) Includes the adjustment to remove the 4.75% convertible senior notes due
2008, which are obligations of Hanover but not HCLP.
(c) Mandatorily redeemable convertible preferred securities are obligations
of Hanover but not HCLP.
(d) April 2002 Restatement--In conjunction with a review of our joint
ventures and other transactions conducted by counsel under the direction
of the Audit Committee, HCLP determined to restate its financial
statements for the year ended December 31, 2000 and each of the quarters
in the nine months ended September 30, 2001. The net effect of this
restatement was as follows: (i) a decrease in revenues of $37,748,000,
from $603,829,000 to $566,081,000; (ii) a decrease in income before
taxes of $11,999,000 from $99,839,000 to $87,840,000; and (iii) a
decrease in net income of $7,535,000, from $62,699,000 to $55,164,000.
55
The net effect of this restatement on HCLP for the nine months ended
September 30, 2001 was as follows: (i) a decrease in revenues of
$25,121,000, from $782,788,000 to $757,667,000; (ii) a decrease in
income before income taxes of $5,879,000, from $114,346,000 to
$108,467,000; and (iii) a decrease in net income of $3,646,000, from
$70,738,000 to $67,092,000.
(e) November 2002 Restatement--A special committee of Hanover's Board of
Directors, together with the Audit Committee of the Board and our
management, aided by outside legal counsel, completed an extensive
investigation of certain transactions recorded during 2001, 2000 and
1999, including those transactions restated by Hanover in April 2002. As
a result of this investigation, HCLP determined to restate its financial
results for the years ended December 31, 2001, 2000 and 1999. The net
effect of this restatement for the year ended December 31, 2001 was as
follows:(i) a decrease in revenues of $7,512,000, from $1,078,209,000 to
$1,070,697,000; (ii) a decrease in income before income taxes of
$363,000, from $131,590,000 to $131,227,000; and (iii) a decrease in net
income of $224,000, from $81,429,000 to $81,205,000. The net effect of
this restatement for the nine months ended September 30, 2001 was as
follows:(i) a decrease in income before income taxes of $716,000, from
$108,467,000 to $107,751,000; and (ii) a decrease in net income of
$442,000, from $67,092,000 to $66,650,000. The net effect of this
restatement for the year ended December 31, 2000 was as follows: (i) a
decrease in revenues of $3,295,000, from $566,081,000 to $562,786,000;
(ii) a decrease in income before income taxes of $2,461,000, from
$87,840,000 to $85,379,000; and (iii) a decrease in net income of
$1,525,000, from $55,164,000 to $53,639,000. The net effect of this
restatement for the year ended December 31, 1999 was as follows: (i) a
decrease in revenues of $5,090,000, from $323,220,000 to $318,130,000;
(ii) a decrease in income before income taxes of $3,123,000, from
$63,864,000 to $60,741,000; and (iii) a decrease in net income of
$1,986,000, from $40,618,000 to $38,632,000.
(2) In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") 142, Goodwill and Other Intangible
Assets. Under SFAS 142, amortization of goodwill to earnings is
discontinued. Instead, goodwill will be reviewed for impairment annually or
whenever events indicate impairment may have occurred. SFAS 142 was
effective for Hanover and HCLP on January 1, 2002. Under the transition
provisions of SFAS 142, goodwill acquired in a business combination for
which the acquisition date is after June 30, 2001 shall not be amortized.
Because the POI Acquisition was consummated after June 30, 2001, the
goodwill recognized in our consolidated financial statements related to the
POI Acquisition has not been amortized in our pro forma combined condensed
statements of operations. The goodwill related to business combinations
completed before June 30, 2001 was amortized in the pro forma combined
condensed statements of operations because Hanover and HCLP had not adopted
SFAS 142 prior to January 1, 2002.
The transition provisions of SFAS 142 required us to identify our reporting
units and perform an initial impairment assessment of the goodwill
attributable to each reporting unit as of January 1, 2002. We performed our
initial impairment assessment and determined that our reporting units are
the same as our business segments and that no impairment existed as of
January 1, 2002. However, due to a downturn in our business and changes in
the business environment in which we operate, we completed an additional
impairment analysis as of June 30, 2002. As a result of the test performed
as of June 30, 2002, we recorded an estimated $47,500,000 impairment of
goodwill attributable to our production and processing equipment fabrication
business unit. The second step of the impairment test required us to
allocate the fair value of the reporting unit to the production and
processing equipment businesses' assets. We performed the second step of the
goodwill impairment test in the third quarter of 2002 and determined that no
adjustment to the impairment, recorded in the second quarter, was required.
The fair value of reporting units was estimated using a combination of the
expected present value of future cash flows and the market approach, which
uses actual market sales.
56
The table below presents the carrying amount of goodwill (in thousands):
September 30,
2002
-------------
Domestic rentals............................. $ 94,148
International rentals........................ 34,033
Parts, service and used equipment............ 53,081
Compressor and accessory fabrication......... 19,176
--------
Total..................................... $200,438
========
Hanover's net income and earnings per share, adjusted to exclude goodwill
amortization expense, for the twelve months ended December 31, 2001, 2000
and 1999 and for the nine months ended September 30, 2001 are as follows (in
thousands, except per share data):
Nine Months
Ended
2001 2000 1999 September 30, 2001
Restated Restated Restated Restated
-------- -------- -------- ------------------
Net income............................. $72,413 $49,639 $38,455 $60,409
Goodwill amortization, net of tax...... 8,846 4,280 1,908 6,038
------- ------- ------- -------
Adjusted net income.................... $81,259 $53,919 $40,363 $66,447
======= ======= ======= =======
Basic earnings per share, as reported.. $ 1.00 $ 0.80 $ 0.67 $ 0.86
Goodwill amortization, net of tax...... 0.12 0.07 0.04 0.09
------- ------- ------- -------
Adjusted basic earnings per share...... $ 1.12 $ 0.87 $ 0.71 $ 0.95
======= ======= ======= =======
Diluted earnings per share, as reported $ 0.94 $ 0.75 $ 0.63 $ 0.80
Goodwill amortization, net of tax...... 0.11 0.06 0.03 0.08
------- ------- ------- -------
Adjusted diluted earnings per share.... $ 1.05 $ 0.81 $ 0.66 $ 0.88
======= ======= ======= =======
HCLP's net income, adjusted to exclude goodwill amortization expense, for
the twelve months ended December 31, 2001, 2000 and 1999 and for the nine
months ended September 30, 2001 are as follows (in thousands):
Nine Months
Ended
2001 2000 1999 September 30, 2001
Restated Restated Restated Restated
-------- -------- -------- ------------------
Net income....................... $81,205 $53,639 $38,632 $66,650
Goodwill amortization, net of tax 8,846 4,280 1,908 6,038
------- ------- ------- -------
Adjusted net income.............. $90,051 $57,919 $40,540 $72,688
======= ======= ======= =======
(3) April 2002 Restatement--In conjunction with a review of our joint ventures
and other transactions conducted by counsel under the direction of the
Audit Committee, Hanover determined to restate its financial statements for
the year ended December 31, 2000 and each of the quarters in the nine
months ended September 30, 2001. The net effect of this restatement for the
year ended December 31, 2000 was as follows: (i) a decrease in revenues of
$37,748,000, from $603,829,000 to $566,081,000; (ii) a decrease in income
before taxes of $11,999,000, from $93,470,000 to $81,471,000; and (iii) a
decrease in net income of $7,535,000, from $58,699,000 to $51,164,000; The
net effect of this restatement of Hanover for the nine months ended
September 30, 2001 was as follows: (i) a decrease in revenues of
$25,121,000, from $782,788,000 to $757,667,000; (ii) a decrease in income
before income taxes of $5,879,000, from $104,281,000 to $98,402,000; and
(iii) a decrease in net income of $3,646,000, from $64,497,000 to
$60,851,000.
(4) November 2002 Restatement--A special committee of the Board of Directors,
together with the Audit Committee of the Board and our management, aided by
outside legal counsel, completed an extensive investigation of transactions
recorded during 2001, 2000 and 1999, including those transactions restated
by Hanover in April 2002. As a result of this investigation, Hanover
determined to restate its financial results
57
for the years ended December 31, 2001, 2000 and 1999. The net effect of this
restatement for the year ended December 31, 2001 was as follows:(i) a
decrease in revenues of $7,512,000, from $1,078,209,000 to $1,070,697,000;
(ii) a decrease in income before income taxes of $363,000, from $117,410,000
to $117,047,000; (iii) a decrease in net income of $224,000, from
$72,637,000 to $72,413,000; and (iv) a decrease in diluted earnings per
common share of $0.01. The net effect of this restatement for the nine
months ended September 30, 2001 was as follows: (i) a decrease in income
before income taxes of $716,000, from $98,402,000 to $97,686,000; (ii) a
decrease in net income of $442,000, from $60,851,000 to $60,409,000; and
(iii) a decrease in basic and diluted earnings per common share of $0.01.
The net effect of this restatement for the year ended December 31, 2000 was
as follows: (i) a decrease in revenues of $3,295,000, from $566,081,000 to
$562,786,000; (ii) a decrease in income before income taxes of $2,461,000,
from $81,471,000 to $79,010,000; (iii) a decrease in net income of
$1,525,000, from $51,164,000 to $49,639,000; and (iv) a decrease in earnings
per common share of $0.03 basic and $0.02 diluted. The net effect of this
restatement for the year ended December 31, 1999 was as follows: (i) a
decrease in revenues of $5,090,000, from $323,220,000 to $318,130,000; (ii)
a decrease in income before income taxes of $3,123,000, from $63,586,000 to
$60,463,000; (iii) a decrease in net income of $1,986,000, from $40,441,000
to $38,455,000; and (iv) a decrease in earnings per common share of $0.04
basic and $0.03 diluted.
(5) In June 2000, we completed a 2-for-1 stock split effected in the form of a
100% stock dividend. All weighted average and common equivalent shares
information has been restated for all periods presented to reflect this
stock split.
(6) EBITDAR consists of the sum of consolidated net income before interest
expense, leasing expense, goodwill impairment, distributions on mandatorily
redeemable convertible preferred securities, income tax, and depreciation
and amortization. We believe that EBITDAR is a commonly used measure of
financial performance for valuing companies in the compression industry.
Additionally, since EBITDAR is a basic source of funds not only for growth
but to service indebtedness, lenders in the private and public debt markets
use EBITDAR as a primary determinant of borrowing capacity. EBITDAR should
not be considered as an alternative performance measure prescribed by
generally accepted accounting principles.
(7) For purposes of computing the ratio of earnings to fixed charges:
"earnings" consist of income before taxes plus fixed charges and "fixed
charges" consist of interest expense (including amortization of debt
discount and expense), capitalized interest, leasing expense, and the
estimated interest factor attributable to rentals.
(8) Due to Hanover's loss for the nine months ended September 30, 2002, the
ratio coverage was less than 1:1. Hanover must generate additional pre-tax
earnings of $45.3 million to achieve a coverage of 1:1. Included in the
loss before tax for the nine months ended September 30, 2002 was a non-cash
goodwill impairment charge of $47.5 million. If such charge would not have
occurred, the ratio of earnings to fixed charges would have been 1.02 to 1.
(9) Due to HCLP's loss for the nine months ended September 30, 2002, the ratio
coverage was less than 1:1. HCLP must generate additional pre-tax earnings
of $33.0 million to achieve a coverage of 1:1. Included in the loss before
tax for the nine months ended September 30, 2002 was a non-cash goodwill
impairment charge of $47.5 million. If such charge would not have occurred,
the ratio of earnings to fixed charges would have been 1.14 to 1.
58
SELECTED HISTORICAL FINANCIAL DATA OF
HANOVER EQUIPMENT TRUST 2001B
In the table below, we have provided you with selected historical financial
data for the Issuer. The historical financial data was derived from the
Issuer's audited financial statements as of and for the nine months ended
September 30, 2002 and as of December 31, 2001 and for the period from August
16, 2001 (inception) to December 31, 2001. The Issuer was organized under the
laws of the State of Delaware and commenced business on August 16, 2001 solely
for the purpose of (1) issuing the old notes and the new notes, (2) executing,
delivering and performing the operative documents to which it is a party and
(3) using the proceeds from the issuance of the old notes and the other
financing transactions to purchase the Equipment.
The information in this section should be read along with the Issuer's
financial statements, accompanying notes and other financial information
included in this prospectus.
For the Nine Months For the Period from
Ended September August 16, 2001 (Inception)
30, 2002 to December 31, 2001
------------------- ---------------------------
(in thousands)
OPERATING STATEMENT DATA:
Total revenues and other......................................... $ 19,234 $ 7,911
Expenses:
Interest expense on rental equipment.......................... 18,045 7,352
-------- ---------
Excess rental revenue over interest expense on rental
equipment............................................... 1,189 559
Operating expense................................................ 593 269
-------- ---------
Net income....................................................... $ 596 $ 290
======== =========
OTHER DATA:
Ratio of earnings to fixed charges............................... 1.0x 1.0x
BALANCE SHEET DATA (END OF PERIOD):
Rental equipment................................................. $257,750 $ 257,750
Total assets..................................................... 260,384 265,602
8.75% senior secured notes due 2011.............................. 250,000 250,000
Certificate holder's equity...................................... 7,750 7,750
- --------
59
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OF HANOVER COMPRESSOR COMPANY
AND HANOVER COMPRESSION LIMITED PARTNERSHIP
Management's discussion and analysis of the financial condition and results
of operations of Hanover Compressor Company and its subsidiaries (including
Hanover Compression Limited Partnership) should be read in conjunction with
Hanover's and HCLP's consolidated financial statements and notes related
thereto included or incorporated by reference in this prospectus. Substantially
all of Hanover's assets and operations are owned or conducted by HCLP. To the
extent there are differences between the consolidated financial data for
Hanover and the consolidated financial data for HCLP, these arise due to
Hanover's mandatorily redeemable convertible preferred securities, Hanover's
4.75% convertible senior notes due 2008 and Hanover's outstanding common stock.
Hanover Compressor Company
General
Hanover Compressor Company, through its indirect wholly owned subsidiary
Hanover Compression Limited Partnership and its subsidiaries, is a global
market leader in full service natural gas compression and a leading provider of
service, fabrication and equipment for contract natural gas handling
applications. We sell this equipment and provide it 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,
our customers include national oil companies, premier independent and major oil
and gas producers and distributors. In conjunction with our maintenance
business, we have developed our parts and service business to provide solutions
to customers that own their own compression equipment, but want to outsource
their operations. Our compression services are complemented by our compressor
and oil and gas production equipment fabrication operations and gas processing
and treating, gas measurement and power generation services, which broaden our
customer relationships both domestically and internationally.
We have grown through internal growth and acquisitions. For 2002, we have
reduced our capital spending to focus on integrating recent acquisitions into
our operations. We are still in the process of completing our 2003 budget.
However, we expect that our 2003 capital spending will be within our operating
cash flows.
In August 2001, we acquired the gas compression business of Schlumberger
(including Production Operators Corporation and related assets) for total
consideration of $761 million in cash, Hanover common stock and indebtedness,
subject to certain post-closing adjustments pursuant to the acquisition
agreement that to date have resulted in an increase in the purchase price to
approximately $778 million due to an increase in net assets acquired. Under the
terms of the acquisition agreement, Schlumberger received approximately $270
million in cash (excluding the amounts paid for the increase in net assets),
$150 million in a long-term subordinated note and approximately 8,708,000
shares of Hanover common stock, or approximately 11% of the outstanding shares
of Hanover common stock, which are required to be held by Schlumberger for at
least three years following the closing date. The ultimate number of shares
issued under the acquisition agreement was determined based on the nominal
value of $283 million divided by the 30 day average closing price of Hanover
common stock as defined under the acquisition agreement and subject to a collar
of $41.50 and $32.50. The estimated fair value of the stock issued was $212.5
million, based on the market value of the shares at the time the number of
shares issued was determined reduced by an estimated 20% discount due to the
restrictions on the stock's marketability. In addition, we agreed in the
acquisition agreement to make a payment of $58 million upon the completion of a
financing (which payment would be funded by the financing) of a South American
joint venture in which we acquired a 30.0% interest from Schlumberger, provided
that the financing must be non-recourse to Hanover. At December 31, 2001,
interest began to accrue on this $58 million obligation at the prime rate. If
the joint venture fails to execute its financing or such financing fails to be
non-recourse to Hanover, in either case, on or before December 31, 2002, we
will have the right to put our interest in the joint venture back to
Schlumberger in exchange for a return of the purchase price allocated to the
joint venture, plus the net amount of any capital contributions by Hanover to
the joint venture. Our right to exercise the put expires on January 31, 2003.
As of the date hereof, the participants in the joint venture and certain
financial institutions are in negotiations with respect
60
to the financing. We anticipate that the financing will be completed by
December 31, 2002 and will yield proceeds to the joint venture that will be
sufficient to make the required payment to Schlumberger. The POI Acquisition
was accounted for as a purchase and is included in our financial statements
commencing on September 1, 2001.
As of September 30, 2002, we have recorded approximately $71 million in
goodwill related to the acquisition of POI which, in accordance with the
transition provisions of SFAS 142 will not be amortized. In addition, we
recorded $8.2 million in estimated value of identifiable intangible assets. The
purchase price is subject to certain post-closing adjustments, including a
contingent payment of up to $58 million by us to Schlumberger, a net worth
adjustment and additional payments which are based on the realization of
certain tax benefits by us over the next 15 years.
In March 2001, we purchased OEC in an all-stock transaction for
approximately $101.8 million, including the assumption and payment of
approximately $64.6 million of OEC indebtedness. We paid an aggregate of
approximately 1,146,000 shares of Hanover common stock to stockholders of OEC.
The acquisition was accounted for under the purchase method of accounting and
is included in our financial statements commencing in April 2001.
In September 2000, we acquired the compression services division of
Dresser-Rand Company for $177 million in cash and common stock, subject to
certain post-closing adjustments pursuant to the acquisition agreement which to
date have resulted in an increase in the purchase price to approximately $199
million due to increases in net assets acquired. In July 2000, we acquired
PAMCO Services International for approximately $58 million in cash and notes.
In June 2000, we acquired Applied Process Solutions, Inc. for approximately
2,303,000 newly issued shares of our common stock. These acquisitions were
included in the results of operations from their respective acquisition dates.
We completed a two-for-one stock split effected in the form of a 100% stock
dividend in June 2000. Accordingly, common stock, additional paid-in capital
and all earnings per share information have been restated for all periods
presented.
In addition, in 2002, we determined to restate our financial statements for
the years ended December 31, 2001, 2000 and 1999. Accordingly, revenues,
expenses, income before taxes, net income and earnings per share have been
restated for the years ended December 31, 2001, 2000 and 1999.
61
The following table summarizes revenues, expenses and gross profit
percentages for each of our business segments (dollars in millions):
Nine Months Ended
September 30, Year Ended December 31,
------------------ --------------------------------
2001 2001 2000 1999
2002 (Restated) (Restated) (Restated) (Restated)
------- ---------- ---------- ---------- ----------
Revenues:
Rentals--Domestic................................... $250.4 $185.6 $ 269.9 $172.5 $136.5
Rentals--International.............................. 143.6 89.0 130.9 81.3 56.2
Parts, services and used equipment.................. 188.0 168.0 244.0 129.4 39.1
Compressor and accessory fabrication................ 85.3 168.1 223.5 90.3 52.5
Production and processing equipment fabrication..... 99.8 135.8 184.0 79.1 27.3
Equity in income of non-consolidated affiliates and
other............................................. 16.3 11.2 18.4 10.2 6.5
------- ------ -------- ------ ------
Total........................................... $783.4 $757.7 $1,070.7 $562.8 $318.1
======= ====== ======== ====== ======
Expenses:
Rentals--Domestic................................... $ 88.5 $ 63.3 $ 95.2 $ 60.3 $ 46.2
Rentals--International.............................. 39.9 29.3 45.8 27.7 18.8
Parts, services and used equipment.................. 159.6 112.6 166.8 88.3 26.5
Compressor and accessory fabrication................ 73.9 140.6 188.1 76.8 43.7
Production and processing equipment fabrication..... 84.3 107.8 147.8 62.7 20.3
------- ------ -------- ------ ------
Total........................................... $446.2 $453.6 $ 643.7 $315.8 $155.5
======= ====== ======== ====== ======
Gross profit percentage:
Rentals--Domestic................................... 64.7% 65.9% 64.7% 65.0% 66.1%
Rentals--International.............................. 72.2% 67.0% 65.0% 66.0% 66.6%
Parts, services and used equipment.................. 15.1% 33.0% 31.6% 31.7% 32.3%
Compressor and accessory fabrication................ 13.4% 16.3% 15.8% 15.0% 16.9%
Production and processing equipment fabrication..... 15.5% 20.6% 19.7% 20.8% 25.6%
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates and accounting
policies, including those related to bad debts, inventories, fixed assets,
investments, intangible assets, income taxes, warranty obligations, sale and
leaseback transactions, revenue recognition and contingencies and litigation.
We base our estimates on historical experience and on other assumptions that
we believe are reasonable under the circumstances. The results of this process
form the basis of our judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions and
these differences can be material to our financial condition, results of
operations and liquidity.
Allowances and Reserves
We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. If the financial
condition of a customer deteriorates, resulting in an impairment of its ability
to make payments, additional allowances may be required.
We write down our inventory for estimated obsolescence or unmarketable
inventory equal to the difference between the cost of inventory and the
estimated market value based upon assumptions about future demand and
62
market conditions. If actual market conditions are less favorable than those
expected by management, additional inventory write-downs may be required.
Long Lived Assets and Investments
We review for the impairment of long-lived assets, including property, plant
and equipment, goodwill, intangibles and investments in non-consolidated
affiliates whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. An impairment loss exists
when estimated undiscounted cash flows expected to result from the use of the
asset and its eventual disposition are less than its carrying amount. The
impairment loss recognized represents the excess of the asset's carrying value
as compared to its estimated fair market value and is charged to the period in
which the impairment occurred. In addition, goodwill is evaluated annually and
it is subject to a fair value based impairment assessment.
We capitalize major improvements that we believe extend the useful life of
an asset. Repairs and maintenance are expensed as incurred. Interest is
capitalized during the fabrication period of compression equipment and
facilities that are for use in our rental operations. The capitalized interest
is recorded as part of the basis of the asset to which it relates and is
amortized over the asset's estimated useful life.
We hold minority interests in companies having operations or technology in
areas that relate to our business, one of which is publicly traded and may
experience volatile share prices. We record an investment impairment charge
when we believe an investment has experienced a decline in value that is other
than temporary. Future adverse changes in market conditions or poor operating
results of underlying investments could result in losses or an inability to
recover the carrying value of the investments that may not be reflected in an
investment's current carrying value, thereby possibly requiring an impairment
charge in the future.
Tax Assets
We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely than not to be realized. While we have considered
future taxable income and ongoing prudent and feasible tax planning strategies
in assessing the need for the valuation allowance, should we determine that we
would not be able to realize all or part of our deferred tax assets in the
future, an adjustment to the deferred tax asset may need to be charged to
income in the period such determination is made.
Sale and Leaseback Transactions
Since 1998, we have entered into five sale and leaseback transactions of
compression equipment with special purpose entities. Sale and leaseback
transactions of compression equipment are evaluated for lease classification in
accordance with Statement of Financial Accounting Standards No. 13, Accounting
for Leases. In accordance with generally accepted accounting principles, these
special purpose entities are not included in our consolidated financial
statements when the owners of the special purpose entities have made a
substantial residual equity investment of at least three percent of the total
capital of the entity that is at risk during the entire term of the lease.
Generally accepted accounting principles requires us to:
. estimate the remaining life of the asset at lease inception;
. estimate the fair market value of the asset at lease inception;
. estimate the leased equipment's residual value at the end of the lease;
. estimate certain costs to be incurred by us in connection with the lease;
. estimate the present value of the lease payments under the lease; and
. confirm that the substantial residual equity investment of at least
three percent of the total capital of the entity continues to be at risk
during the entire term of the lease.
63
If these estimates were materially incorrect, we could be required to
include the special purpose entities and the related compression equipment and
debt in our financial statements. We believe that our estimates were correct;
however, if we were required to consolidate the special purpose entities as of
September 30, 2002, we would add approximately $1,031 million in compressor
equipment and approximately $1,140 million in debt to our balance sheet and we
would reverse $109 million of the deferred gains which were recorded on our
balance sheet as a result of the sale and leaseback transactions.
In addition, because we sold the compressors to the special purpose
entities, our depreciation expense was reduced by approximately $38 million and
$33 million for the nine months ended September 30, 2002 and 2001,
respectively, and by approximately $43 million, $31 million, and $20 million
for the years ended December 31, 2001, 2000 and 1999, respectively. We also
believe that these transactions had the effect of decreasing interest expense.
However, we believe the decreased interest expense and the increased leasing
expense are not directly comparable because the duration of our operating
leases are longer than the maturity of our revolving line of credit.
In June 2002, the Financial Accounting Standards Board issued an Exposure
Draft of a proposed Interpretation, Consolidation of Certain Special Purpose
Entities. This accounting rule has not been finalized but may require us to
include in our consolidated financial statements special purpose entities, that
lease compression equipment to us.
See "--Leasing Transactions" for more information on these sale and
leaseback transactions.
Revenue Recognition--Percentage of Completion Accounting
We recognize revenue and profit for our fabrication operations as work
progresses on long-term, fixed price contracts using the
percentage-of-completion method, which relies on estimates of total expected
contract revenue and costs. We follow this method since reasonably dependable
estimates of the revenue and costs applicable to various stages of a contract
can be made and since the projects usually last several months. Recognized
revenues and profit are subject to revisions as the contract progresses to
completion. Revisions in profit estimates are charged to income in the period
in which the facts that give rise to the revision become known. Examples of
facts that would give rise to revisions include variances in the actual or
revisions to the estimated costs of components, labor or other fabrication
cost. The average duration of these projects is four to six months. As of
September 30, 2002, we had recognized $179.4 million of revenue, $153.4 million
in billings and $31.3 million of gross profit based on percentage-of-completion
accounting for projects which were not yet complete.
We estimate percentage-of-completion for compressor and processing equipment
fabrication on a direct labor hour-to-total labor hour basis. This requires
management to estimate the number of total labor hours required for each
project and to estimate the profit expected on the project. Production
equipment fabrication percentage-of-completion is estimated using the
cost-to-total cost basis. This requires us to estimate the number of total
costs (labor and materials) required to complete each project.
Since we have many fabrication projects in process at any given time, we do
not believe that materially different results would be achieved if different
estimates, assumptions, or conditions were used for each project.
Contingencies and Litigation
In the ordinary course of business we are involved in various pending or
threatened legal actions. While we are unable to predict the ultimate outcome
of these actions, we are required to record a loss during the period in which
we, based on our experience, believe a contingency is likely to result in a
financial loss to us.
Nine Months Ended September 30, 2002 Compared to Nine Months Ended September
30, 2001
Revenues
Our total revenues increased by $25.7 million, or 3%, to $783.4 million
during the nine months ended September 30, 2002 from $757.7 million during the
nine months ended September 30, 2001. The increase resulted primarily from
business acquisitions and growth of our natural gas compressor rental fleet
completed during 2001.
64
Revenues from rentals increased by $119.4 million, or 43%, to $394.0 million
during the nine months ended September 30, 2002 from $274.6 million during the
nine months ended September 30, 2001. Domestic revenues from rentals increased
by $64.8 million, or 35%, to $250.4 million during the nine months ended
September 30, 2002 from $185.6 million during the nine months ended September
30, 2001. International rental revenues increased by $54.6 million, or 61%, to
$143.6 million during the nine months ended September 30, 2002 from $89.0
million during the nine months ended September 30, 2001. The increase in both
domestic and international rental revenue resulted primarily from business
acquisitions completed during 2001 and from expansion of our rental fleet.
During 2001, we completed two significant acquisitions: (1) in March 2001, we
acquired OEC Compression Corporation which increased our rental fleet by
approximately 175,000 horsepower, and (2) in August 2001, we acquired
Production Operators Corporation which increased our rental fleet by
approximately 860,000 horsepower. At September 30, 2002, the compressor rental
fleet consisted of approximately 3,621,000 horsepower, a 4% increase over the
3,487,000 horsepower in the rental fleet at September 30, 2001. Domestic
horsepower in the rental fleet increased by 2% to 2,782,000 horsepower at
September 30, 2002 from approximately 2,740,000 horsepower at September 30,
2001 and international horsepower increased by 12% to 839,000 horsepower at
September 30, 2002 from approximately 747,000 horsepower at September 30, 2001.
Revenue from parts, service and used equipment increased by $20.0 million,
or 12%, to $188.0 million during the nine months ended September 30, 2002 from
$168.0 million during the nine months ended September 30, 2001. This increase
was due to a $26.5 million gas plant sale transaction and a $20.1 million
compression equipment sale transaction offset by lower revenues as a result of
weaker market conditions. Revenues from compressor and accessory fabrication
decreased by $82.8 million, or 49%, to $85.3 million during the nine months
ended September 30, 2002 from $168.1 million during the nine months ended
September 30, 2001. During the nine months ended September 30, 2002, an
aggregate of approximately 112,000 horsepower of compression equipment was
fabricated and sold compared to approximately 290,000 horsepower fabricated and
sold during the nine months ended September 30, 2001. In addition,
approximately 87,000 horsepower was fabricated and placed in the rental fleet
during the nine months ended September 30, 2002 compared to 134,000 in the nine
months ended September 30, 2001. Revenues from production and processing
equipment fabrication decreased by $36.0 million, or 27%, to $99.8 million
during the nine months ended September 30, 2002 from $135.8 million during the
nine months ended September 30, 2001. The decrease in sales of production and
processing equipment and compressor and accessory fabrication was due primarily
to the lower capital spending by customers, recent political and economic
events in South America and domestic economic market conditions. The twelve
month rolling average Henry Hub natural gas price decreased to $2.83 per Mcf as
of September 2002 from $4.97 per Mcf as of September 2001.
Equity in income of non-consolidated affiliates increased by $10.1 million,
or 266%, to $13.9 million during the nine months ended September 30, 2002, from
$3.8 million during the nine months ended September 30, 2001. This increase is
primarily due to our acquisition of POI in August of 2001, which included
interests in three joint venture projects in South America. These joint
ventures contributed $16.1 million in equity earnings for the first nine months
of 2002 compared to $1.7 million for the same period of 2001.
Expenses
Operating expenses of the rental segments increased by $35.6 million, or
38%, to $128.3 million during the nine months ended September 30, 2002 from
$92.7 million during the nine months ended September 30, 2001. The increase
resulted primarily from the corresponding 43% increase in revenues from rentals
over the same period in 2001. The gross profit percentage from rentals was 67%
during the nine months ended September 30, 2002 and 66% for the nine months
ended September 30, 2001. Operating expenses from domestic rentals increased by
$25.2 million or 40% to $88.5 million during the nine months ended September
30, 2002 from $63.3 million during the nine months ended September 30, 2001.
Operating expenses from international rentals increased by $10.6 million, or
36%, to $39.9 million during the nine months ended September 30, 2002 from
$29.3 million during the nine months ended September 30, 2001.
65
Operating expenses of our parts, service and used equipment segment
increased during the nine months ended September 30, 2002 by $47.0 million, or
42%, to $159.6 million, which related to the 12% increase in parts, service and
used equipment revenue and a decrease in margin. The gross profit margin from
parts, service and used equipment was 15% during the nine months ended
September 30, 2002 and 33% during the nine months ended September 30, 2001.
During the nine months ended September 30, 2002, we recorded approximately
$12.1 million in inventory write downs and reserves for parts and power
generation inventory which was either obsolete, excess or carried at a price
above market value. In addition, approximately 4% of the decrease in gross
profit margin for parts, service and used equipment was due to a low margin gas
plant sale transaction and a low margin compressor sale transaction. The
remainder of the decrease was due to an increase in overhead, primarily related
to acquisitions, and the impact of weaker market conditions on sales margins.
Excluding the write downs and the gas plant and compression equipment
transaction, the gross profit margin from parts, service and used equipment
would have been 25% during the nine months ended September 30, 2002.
Operating expenses of compressor and accessory fabrication decreased by
$66.7 million, or 47%, to $73.9 million during the nine months ended September
30, 2002 from $140.6 million during the nine months ended September 30, 2001
commensurate with the corresponding decrease in compressor and accessory
fabrication revenue. The gross profit margin on compressor and accessory
fabrication was 13% during the nine months ended September 30, 2002 and 16%
during the nine months ended September 30, 2001. The operating expenses
attributable to production and processing equipment fabrication decreased by
$23.5 million, or 22%, to $84.3 million during the nine months ended September
30, 2002 from $107.8 million during the nine months ended September 30, 2001.
The gross profit margin attributable to production and processing equipment
fabrication was 15% during the nine months ended September 30, 2002 and 21%
during the nine months ended September 30, 2001. The decrease in gross profit
margin for compression and accessory fabrication and production and processing
equipment fabrication was attributable to lower sales levels without a
corresponding decrease in overhead and the impact of weaker market conditions
on sales margins.
Selling, general and administrative expenses increased $45.3 million, or
66%, to $113.9 million during the nine months ended September 30, 2002 from
$68.6 million during the nine months ended September 30, 2001. The increase is
attributable to increased personnel and other selling and administrative
activity in our business segments resulting from the acquisitions completed
during 2001. In addition, we recorded $1.1 million in one-time separation costs
and approximately $9.6 million in additional legal and accounting costs, a
significant portion of which was associated with our Board of Directors review
of certain transactions, the restatement of financial results and the
Securities and Exchange Commission investigation.
We believe that earnings before interest, leasing expense, goodwill
impairment, distributions on mandatorily redeemable convertible preferred
securities, income taxes, depreciation and amortization (EBITDAR) is a standard
measure of financial performance used for valuing companies in the compression
industry. EBITDAR is a useful common yardstick as it measures the capacity of
companies to generate cash without reference to how they are capitalized, how
they account for significant non-cash charges for depreciation and amortization
associated with assets used in the business (the bulk of which are long-lived
assets in the compression industry), or what their tax attributes may be.
Additionally, since EBITDAR is a basic source of funds not only for growth but
to service indebtedness, lenders in both the private and public debt markets
use EBITDAR as a primary determinant of borrowing capacity. Our EBITDAR for the
nine months ended September 30, 2002 decreased 12% to $196.7 million from
$222.7 million for the nine months ended September 30, 2001 primarily due to a
$14.1 million write down of non-core assets (included in other expense), and a
$12.1 million write down of inventory (discussed above and included in parts,
service and used equipment and operating expenses) and an additional $12.2
million in foreign currency translation charges (discussed below). EBITDAR
should not be considered in isolation from, or as a substitute for, net income
(loss), cash flows from operating activities or other consolidated income
(loss) or cash flow data prepared in accordance with generally accepted
accounting principles.
Depreciation and amortization increased by $20.7 million to $83.2 million
during the nine months ended September 30, 2002 compared to $62.5 million
during the nine months ended September 30, 2001. The increase
66
in depreciation was due to the additions to the rental fleet, partially offset
by the change in estimated lives of certain compressors. After a review of the
estimated economic lives of our compression fleet, on July 1, 2001 we changed
our estimate of the useful life of certain compression equipment to range from
15 to 30 years instead of a uniform 15 year depreciable life. Our new estimated
lives are based upon our experience, maintenance program and the different
types of compressors presently in our rental fleet. We believe our new estimate
reflects the economic useful lives of the compressors more accurately than a
uniform useful life applied to all compressors regardless of their age or
performance characteristics. The effect of this change in estimate on the nine
months ended September 30, 2002 was a decrease in depreciation expense of
approximately $10.7 million and an increase in net income of approximately $6.4
million ($0.08 per share).
In addition, because we sold compressors in sale leaseback transactions,
depreciation expense was reduced by approximately $38.1 million in the nine
months ended September 30, 2002 compared to a reduction of approximately $33.4
million in the nine months ended September 30, 2001. The overall increase in
depreciation was also offset by the decrease in goodwill amortization due to
our adoption of SFAS 142. Under SFAS 142, amortization of goodwill over an
estimated useful life is discontinued. Instead, goodwill amounts will be
subject to a fair-value-based annual impairment assessment. During the nine
months ended September 30, 2001, approximately $7.9 million in goodwill
amortization was recorded.
We incurred leasing expense (attributable to compressor sale leaseback
transactions) of $70.8 million during the nine months ended September 30, 2002,
compared to $47.5 million during the nine months ended September 30, 2001. This
increase was attributable to the equipment leases we entered into in August
2001. In connection with these leases, we are obligated to prepare registration
statements and complete an exchange offer to enable the holders of the notes
issued by the lessors to exchange their notes for notes which are registered
under the Securities Act of 1933, as amended. Because the exchange offer has
not been completed, we are required to pay additional leasing expense in the
amount of approximately $105,600 per week until the exchange offer is
completed. The additional leasing expense began accruing on January 28, 2002.
In the nine months ended September 30, 2002, we recorded additional leasing
expense of approximately $3.7 million related to the registration and exchange
offering obligations.
Interest expense increased by $16.3 million to $26.6 million during the nine
months ended September 30, 2002 from $10.3 million for the nine months ended
September 30, 2001 due to higher levels of outstanding debt.
Foreign currency translation expense for the nine months ended September 30,
2002 was $13.3 million, compared to $1.1 million for the nine months ended
September 30, 2001. Foreign currency translation expense increased primarily
due to our operations in Argentina and Venezuela. In January 2002, Argentina
devalued its peso against the U.S. dollar and imposed significant restrictions
on fund transfers internally and outside the country. In addition, the
Argentine government enacted regulations to temporarily prohibit enforcement of
contracts with exchange rate-based purchase price adjustments. Instead, payment
under such contracts can either be made at an exchange rate negotiated by the
parties or, if no such agreement is reached, a preliminary payment may be made
based on a 1 dollar to 1 peso equivalent pending a final agreement. The
Argentine government also requires the parties to such contracts to renegotiate
the price terms within 180 business days of the devaluation. As a result, we
are involved in negotiations with our customers in Argentina, as mandated by
the Argentine government. During the nine months ended September 30, 2002, we
recorded an exchange loss of approximately $11.9 million and $1.9 million for
assets exposed to currency translation in Argentina and Venezuela,
respectively, and recorded a translation gain of approximately $0.5 million for
all other countries. We have renegotiated ten out of eleven of our agreements
in Argentina and expect to renegotiate the remaining agreement before the end
of the fourth quarter. As a result of these negotiations, we received
approximately $10.3 million in partial reimbursements and expect to receive
approximately $1.5 million in the remainder of 2002 and early 2003. We recorded
$1.3 million of these partial reimbursements in translation expense and $9.0
million in revenues from international rentals.
The fair value of our derivative instruments (interest rate swaps) increased
by $1.5 million during the nine months ended September 30, 2002 while the fair
value decreased by $8.7 million for the nine months ended
67
September 30, 2001. This was due to the recognition of an unrealized change in
the fair value of our interest rate swaps which we have not designated as cash
flow hedges under SFAS 133.
Other expenses recorded during the nine months ended September 30, 2002 were
$14.8 million. Other expenses include the write-down of investments in three
non-consolidated affiliates which have experienced a decline in value which we
believe to be other than temporary, the write off of a purchase option for an
acquisition which we have abandoned and the write down of a note receivable
from Aurion Technologies, Inc.
Due to a downturn in our business and changes in the business environment in
which we operate, we completed a goodwill impairment analysis as of June 30,
2002. As a result of the test performed as of June 30, 2002, we recorded an
estimated $47.5 million impairment of goodwill attributable to our production
and processing equipment fabrication business in the second quarter of 2002.
The second step of the impairment test required us to allocate the fair value
of the production and processing equipment business to its assets. We performed
the second step of the goodwill impairment test in the third quarter of 2002
and determined that no adjustment to the impairment, recorded in the second
quarter, was required. We estimated the fair value of our reporting units using
a combination of the expected present value of future cash flows and the market
approach, which uses actual market sales.
Income Taxes
The provision for income taxes decreased by $32.1 million, or 87%, to $5.0
million during the nine months ended September 30, 2002 from $37.1 million
during the nine months ended September 30, 2001. The decrease resulted
primarily from the corresponding decrease in income before income taxes. The
provision for income taxes reflects a 13.8% effective income tax rate for the
nine months ended September 30, 2002 compared to an effective income tax rate
provision of 38.0% for the comparable period of 2001. The effective tax rate
for the nine months ended September 30, 2002 reflects the non-deductible
portion of the goodwill and other write-downs recorded during the nine months
ended September 30, 2002. Excluding non-recurring items, our consolidated
effective tax rate provision was 46.5% for the nine months ended September 30,
2002. The higher effective income tax rate in 2002 is the result of a reduction
in our earnings for 2002, impact of foreign taxation and the effect of
permanent items which are deductible for book, but not tax purposes.
Net Income (Loss)
Net income (loss) decreased by $101.5 million, or 168%, to a loss of $41.1
million during the nine months ended September 30, 2002 from income of $60.4
million during the nine months ended September 30, 2001 for the reasons
discussed above.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000.
Revenues
Our total revenues increased by $507.9 million, or 90%, to $1,070.7 million
during 2001 from $562.8 million during 2000. The increase in revenues resulted
from growth in horsepower of our natural gas compressor rental fleet, internal
growth in our fabrication and outsourcing businesses, which includes
compression, gas treating, process measurement and power generation, as well as
growth due to business acquisitions completed in 2001 and 2000.
Revenues from rentals increased by $147.0 million, or 58%, to $400.8 million
during 2001 from $253.8 million during 2000. Domestic revenues from rentals
increased by $97.4 million, or 56%, to $269.9 million during 2001 from $172.5
million during 2000. International rental revenues increased by $49.6 million,
or 61%, to $130.9 million during 2001 from $81.3 million during 2000. The
increase in both domestic and international rental revenue resulted from
expansion of our rental fleet and business acquisitions completed in 2001 and
2000. At December 31, 2001, the compressor rental fleet consisted of
approximately 3,477,000 horsepower, a 62%
68
increase over the 2,151,000 horsepower in the rental fleet at December 31,
2000. Domestically, the rental fleet increased by 955,000 horsepower, or 55%,
during 2001 and internationally by 371,000 horsepower, or 90%.
Revenue from parts, service and used equipment increased by $114.6 million,
or 89% to $244.0 million during 2001 from $129.4 million during 2000. This
increase is due in part to an increase in our marketing focus for this business
segment, as well as expansion of business activities through acquisitions.
Approximately 48% of the increase in parts, service and used equipment revenues
resulted from business acquisitions. Revenues from compressor and accessory
fabrication increased by $133.2 million, or 148%, to $223.5 million during 2001
from $90.3 million during 2000. Approximately 47% of this increase is due to
the acquisition of Dresser-Rand Company's compression service division in
September 2000 and the POI Acquisition in August 2001. During 2001, an
aggregate of approximately 366,000 horsepower of compression equipment was
fabricated and sold compared to approximately 166,000 horsepower fabricated and
sold during 2000. In addition, 220,000 horsepower was fabricated and placed in
the rental fleet during 2001 compared to 168,000 horsepower in 2000.
Revenues from production and processing equipment fabrication increased by
$104.9 million, or 133%, to $184.0 million during 2001 from $79.1 million
during 2000. Of this increase, 48% is due to the acquisition of APSI during
June 2000 and the balance due to an improvement in market conditions in the
process equipment business compared to conditions which existed in 2000.
Equity in income of non-consolidated affiliates increased $5.8 million, or
166%, to $9.3 million during 2001, from $3.5 million during 2000. This increase
is primarily due to our acquisition of POI, which included interests in three
joint venture projects in Venezuela. These joint ventures contributed $8.1
million in equity in income for 2001, which was partially offset by a decrease
in equity in income from Collicutt Hanover Mechanical Services which decreased
to a loss of $257,000 in 2001 from $786,000 in income in 2000.
Expenses
Operating expenses of the rental segments increased by $53.0 million, or
60%, to $141.0 million during 2001 from $88.0 million during 2000. The increase
resulted primarily from the corresponding 58% increase in revenues from rentals
over 2000. The gross profit percentage from rentals was approximately 65%
during 2001 and 2000.
Operating expenses of our parts, service and used equipment segment
increased by $78.5 million, or 89% to $166.8 million during 2001, compared to
$88.3 million in 2000, which relates to the 89% increase in parts, service and
used equipment revenue. The gross profit margin from parts, service and used
equipment was 32% during 2001 and 2000. Operating expenses of compressor and
accessory fabrication increased by $111.3 million, or 145%, to $188.1 million
during 2001 from $76.8 million during 2000, commensurate with the increase in
compressor and accessory fabrication revenue. The gross profit margin on
compression and accessory fabrication was 16% during 2001 and 15% during 2000.
The operating expenses attributable to production equipment fabrication
increased by $85.1 million, or 136%, to $147.8 million during 2001 from $62.7
million during 2000. The gross profit margin attributable to production and
processing equipment fabrication was 20% during 2001 and 21% during 2000.
Selling, general and administrative expenses increased $46.4 million, or
85%, to $101.0 million during 2001 from $54.6 million during 2000. The increase
is attributable to increased personnel and other administrative and selling
expenses associated with business acquisitions completed during 2001 and 2000
as well as increased activity in our business segments.
We believe that earnings before interest, leasing expense, goodwill
impairment, distributions on mandatorily redeemable convertible preferred
securities, income taxes, depreciation and amortization ("EBITDAR") is a
commonly used measure of financial performance for valuing companies in the
compression industry. EBITDAR is a useful yardstick as it measures the capacity
of companies to generate cash without reference to how they are capitalized,
how they account for significant non-cash charges for depreciation and
amortization associated with
69
assets used in the business (the bulk of which are long-lived assets in the
compression industry), or what their tax attributes may be. Additionally,
because EBITDAR is a basic source of funds not only for growth but to service
indebtedness, lenders in both the private and public debt markets use EBITDAR
as a primary determinant of borrowing capacity. EBITDAR for 2001 increased 57%
to $302.0 million from $192.4 million for 2000, primarily due to the increase
in our revenue for reasons previously discussed. EBITDAR should not be
considered in isolation from, or a substitute for, net income, cash flows from
operating activities or other consolidated income or cash flow data prepared in
accordance with generally accepted accounting principles.
Depreciation and amortization increased by $37.7 million, or 71%, to $90.6
million during 2001 compared to $52.9 million during 2000. The increase in
depreciation was due to additions to the rental fleet which were partially
offset by an approximately $12 million decrease in depreciation as a result of
the sale of compression equipment into the equipment leases in March, August
and October 2000 and in August 2001. The increase in goodwill amortization of
approximately $6.5 million was due to additional goodwill recorded from
business acquisitions completed during 2001 and 2000.
After a review of the estimated economic lives of our compression fleet, on
July 1, 2001 we changed our estimate of the useful life of certain compression
equipment to range from 15 to 30 years instead of a 15 year depreciable life.
Our new estimated lives are based upon our experience, maintenance program and
the different types of compressors presently in our rental fleet, rather than a
uniform estimated life applied to all compressors regardless of type or age,
and more accurately reflect the economic lives of the compressors. The effect
of this change in estimate on the year ended December 31, 2001 was a decrease
in depreciation expense of approximately $5.0 million and an increase in net
income of approximately $3.1 million ($0.04 per share). We anticipate this
change in estimated useful life will reduce future depreciation expense, based
on our depreciable assets at December 31, 2001, by approximately $14.0 million
per year.
We incurred leasing expense of $70.4 million during 2001 compared to $45.5
million during 2000. The increase of $24.9 million resulted from the additional
equipment leases entered into in 2001 and 2000.
Interest expense increased by $8.8 million to $17.5 million during 2001 from
$8.7 million for 2000. The increase in interest expense is due to higher levels
of outstanding debt partially offset by lower effective interest rates.
Translation expense for the year ended December 31, 2001 was $6.7 million,
primarily due to the Company's operations in Argentina and Venezuela. Due to
the currency exposure in Argentina and Venezuela, the Company recorded an
exchange loss during 2001 of approximately $5.2 million and $1.2 million for
assets exposed to currency translation risk in these countries, respectively.
Other expenses during 2001 were $17.3 million, which included a $2.7 million
bridge loan commitment fee associated with Hanover's recent acquisition of POI,
a $5.0 million write down of an investment in Aurion Technologies, Inc., a $1.0
million litigation settlement, a $7.6 million recognition of an unrealized loss
related to the change in fair value of the interest rate swaps as required
under SFAS 133 and $1.0 million in other non-operating expenses.
Income Taxes
The provision for income taxes increased by $15.1 million, or 51%, to $44.5
million during 2001 from $29.4 million during 2000. The increase resulted
primarily from the corresponding increase in income before income taxes. The
average effective income tax rates during 2001 and 2000 were 38.0% and 37.2%,
respectively.
Net Income
Net income increased $22.8 million, or 46%, to $72.4 million during 2001
from $49.6 million during 2000 due to the increase in revenues and gross
profits discussed above.
70
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999.
Revenues
Our total revenues increased by $244.7 million, or 77%, to $562.8 million
during 2000 from $318.1 million during 1999. The increase resulted from growth
of our natural gas compressor rental fleet and business acquisitions completed
during 2000.
Revenues from rentals increased by $61.1 million, or 32%, to $253.8 million
during 2000 from $192.7 million during 1999. Domestic revenues from rentals
increased by $36.0 million, or 26%, to $172.5 million during 2000 from $136.5
million during 1999. International revenues from rentals increased by $25.1
million, or 45%, to $81.3 million during 2000 from $56.2 million during 1999.
At December 31, 2000 the compressor rental fleet consisted of approximately
2,151,000 horsepower, a 48% increase over the 1,458,000 horsepower in the
rental fleet at December 31, 1999. Domestically, the rental fleet increased by
560,000 horsepower, or 47%, during 2000 and internationally by 133,000
horsepower, or 48%. The increase in both domestic and international rental
revenues resulted primarily from expansion of our rental fleet.
Revenues from parts, service and used equipment increased by $90.3 million,
or 231% to $129.4 million during 2000 from $39.1 million during 1999. This
increase is due primarily to increased marketing focus and partially from
expansion of business activities through recent acquisitions. Approximately 28%
of the increase in parts, service and used equipment revenues resulted from
business acquisitions. Revenues from compressor and accessory fabrication
increased by $37.8 million, or 72%, to $90.3 million during 2000 from $52.5
million during 1999. An aggregate of 166,000 horsepower was sold during 2000.
In addition, 168,000 horsepower was fabricated and placed in the rental fleet
during 2000. The increase in horsepower produced during 2000 resulted from an
increased demand for compression equipment due to higher natural gas prices.
The average wellhead natural gas price increased from $2.19 per mcf in 1999 to
$3.69 per mcf for 2000.
Revenues from production and processing equipment fabrication increased by
$51.8 million, or 190%, to $79.1 million during 2000 from $27.3 million during
1999. The increase in revenues from production equipment fabrication is due
primarily to the acquisition of Applied Process Solutions, Inc. in June 2000.
Equity in income of non-consolidated affiliates increased by $2.3 million
during 2000 to $3.5 million from $1.2 million during 1999. This increase was
primarily due to our investment in Hanover Measurement Services Company, LP
which was formed in September 1999. In addition, during 2000 we recorded a
change in interest gain of $0.9 million resulting from a decrease in our
interest due to an unconsolidated subsidiary's stock offering to third parties.
Expenses
Operating expenses of the rentals segments increased by $23.0 million, or
35% to $88.0 million during 2000 from $65.0 million during 1999. The increase
resulted primarily from the corresponding 32% increase in revenues from rentals
over the corresponding period in 1999. The gross profit percentage from rentals
was 65% during 2000 and 66% during 1999.
Operating expenses of our parts, service and used equipment segment
increased $61.8 million, or 233% to $88.3 million during 2000 from $26.5
million during 1999, which relates to the 231% increase in parts and service
revenue. The gross profit percentage from parts, service and used equipment was
32% during 2000 and 1999. Operating expenses of compressor and accessory
fabrication increased by $33.1 million, or 76% to $76.8 million from $43.7
million during 1999. The gross profit margin on compression and accessory
fabrication was 15% during 2000 and 17% during 1999. The decrease in gross
profit margin for compression accessory fabrication was attributable to the
acquisition of the compression services division of Dresser-Rand Company.
Production and processing equipment fabrication operating expenses increased by
$42.4 million, or 209%, during 2000 to $62.7 million from $20.3 million during
1999. The gross profit margin attributable to production and
71
processing equipment fabrication decreased to 21% during 2000, from 26% during
1999. The decrease in gross profit margin for production and processing
equipment fabrication was attributable to the acquisition of Applied Process
Solutions, Inc. in June 2000, which has lower gross margins than we have
historically experienced.
Selling, general and administrative expenses increased by $20.9 million, or
62% to $54.6 million during 2000. The increase is attributable to increased
personnel and other administrative and selling expenses associated with
business acquisitions completed in 2000 and the increase in operating activity
in our rentals business segments as described above.
Depreciation and amortization expense increased by $15.5 million, or 42%
during 2000 to $52.9 million. The increase in depreciation from the additions
to the rental fleet and additional goodwill amortization of approximately $3.0
million from acquisitions was offset by an approximately $11.0 million decrease
in depreciation as a result of the equipment leases entered into in June 1999
and during 2000.
Interest expense decreased by $0.1 million, or 1% during 2000 to $8.7
million. The decrease in interest expense was due in part to utilization of
proceeds from the equipment leases which was used to reduce indebtedness under
our credit facility and to the capitalization of interest expense on assets
that are under construction.
We incurred compression equipment lease expense of $45.5 million during 2000
and $22.1 million during 1999. The increase is due to having a full year of
lease expense on the equipment lease entered into in June 1999 and the new
equipment leases entered into during 2000.
Income Taxes
The provision for income taxes increased by $7.4 million, or 34%, to $29.4
million during 2000 from $22.0 million during 1999. The increase resulted
primarily from the corresponding increase in income before taxes. Our effective
income tax rate was approximately 37.2% during 2000 and 36.4% during 1999.
Net Income
Net income increased $11.1 million, or 29%, to $49.6 million for 2000 from
$38.5 million in 1999 for the reasons discussed above.
Hanover Compression Limited Partnership
Management's discussion and analysis of the financial condition and results
of operations of HCLP and its subsidiaries is identical to the discussion and
analysis presented above with respect to Hanover, except for the items
described below. Substantially all of Hanover's assets and operations are owned
or conducted by HCLP. To the extent there are differences between the
consolidated financial data for Hanover and the consolidated financial data for
HCLP, these arise due to Hanover's mandatorily redeemable convertible preferred
securities, Hanover's 4.75% convertible senior notes due 2008 and Hanover's
outstanding common stock.
Nine Months Ended September 30, 2002 Compared to Nine Months Ended September
30, 2001.
Depreciation
Depreciation and amortization increased by $20.5 million to $82.5 million
during the nine months ended September 30, 2002 compared to $62.0 million
during the nine months ended September 30, 2001. The increase in depreciation
was due to the additions to the rental fleet, partially offset by the change in
estimated lives of certain compressors.
After a review of the estimated economic lives of our compression fleet, on
July 1, 2001 we changed our estimate of the useful life of certain compression
equipment to range from 15 to 30 years instead of a uniform 15
72
year depreciable life. Our new estimated lives are based upon our experience,
maintenance program and the different types of compressors presently in our
rental fleet, and we believe our new estimate reflects the economic useful
lives of the compressors more accurately than a uniform useful life applied to
all compressors regardless of their age or performance characteristics. The
effect of this change in estimate on the nine months ended September 30, 2002
was a decrease in depreciation expense of approximately $10.7 million and an
increase in net income of approximately $6.4 million.
In addition, because we sold compressors in sale leaseback transactions,
depreciation expense was reduced by approximately $38.1 million in the nine
months ended September 30, 2002 compared to a reduction of approximately $33.4
million in the nine months ended September 30, 2001. The overall increase in
depreciation was also offset by the decrease in goodwill amortization due to
our adoption of SFAS 142. Under SFAS 142, amortization of goodwill over an
estimated useful life is discontinued. Instead, goodwill amounts will be
subject to a fair-value-based annual impairment assessment. During the nine
months ended September 30, 2001, approximately $7.9 million in goodwill
amortization was recorded.
Interest Expense
Interest expense increased by $14.3 million to $19.7 million during the nine
months ended September 30, 2002 from $5.4 million for the nine months ended
September 30, 2001 due to higher levels of outstanding debt partly offset by
lower interest rates.
Income Taxes
The provision for income taxes decreased by $37.6 million, or 92%, to $3.3
million during the nine months ended September 30, 2002 from $40.9 million
during the nine months ended September 30, 2001. The decrease resulted
primarily from the corresponding decrease in income before income taxes. The
provision for income taxes reflects a 13.8% effective income tax rate for the
nine months ended September 30, 2002 compared to an effective income tax rate
provision of 38.0% for the comparable period of 2001. The effective tax rate
for the nine months ended September 30, 2002 reflects the non-deductible
portion of the goodwill and other write-downs recorded during the nine months
ended September 30, 2002. Excluding non-recurring items, our consolidated
effective tax rate provision was 46.5% for the nine months ended September 30,
2002. The higher effective income tax rate in 2002 is the result of a reduction
in our earnings for 2002, impact of foreign taxation and the effect of
permanent items which are deductible for book, but not tax purposes.
Net Income (Loss)
Net income decreased by $93.8 million, or 141%, to $27.1 million loss during
the nine months ended September 30, 2002 from $66.7 million profit during the
nine months ended September 30, 2001 for the reasons discussed above.
Year Ended December 31, 2001 Compared to Year ended December 31, 2000.
Depreciation
Depreciation and amortization increased by $36.9 million, or 70%, to $89.8
million during 2001 compared to $52.9 million during 2000. The increase in
depreciation was due to the additions to the rental fleet which were partially
offset by an approximately $12 million decrease in depreciation as a result of
the sale of compression equipment into the equipment leases in March, August
and October 2000 and in August 2001. The increase in goodwill amortization of
approximately $6.5 million was due to additional goodwill recorded from
business acquisitions completed during 2001 and 2000.
After a review of the estimated economic lives of our compression fleet, on
July 1, 2001 we changed our estimate of the useful life of certain compression
equipment to range from 15 to 30 years instead of a 15 year
73
depreciable life. Our new estimated lives are based upon our experience,
maintenance program and the different types of compressors presently in our
rental fleet, rather than a uniform estimated life applied to all compressors
regardless of type or age, and more accurately reflects the economic lives of
the compressors. The effect of this change in estimate on the year ended
December 31, 2001 was a decrease in depreciation expense of approximately $5
million and an increase in net income of approximately $3.1 million. We
anticipate this change in estimated useful life will reduce future depreciation
expense, based on our depreciable assets as of December 31, 2001, by
approximately $14 million per year.
Interest Expense
Interest expense increased by $1.7 million to $10.4 million during 2001 from
$8.7 million for 2000.
Income Taxes
The provision for income taxes increased by $18.2 million, or 57%, to $49.9
million during 2001 from $31.7 million during 2000. The increase resulted
primarily from the corresponding increase in income before income taxes. The
average effective income tax rates during 2001 and 2000 were 38.0% and 37.2%,
respectively.
Net Income
Net income increased $27.6 million, or 51%, to $81.2 million during 2001
from $53.6 million during 2000 due to the increase in revenues and gross
profits discussed above.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999.
Income Taxes
The provision for income taxes increased by $9.6 million, or 43%, to $31.7
million during 2000 from $22.1 million during 1999. The increase resulted
primarily from the corresponding increase in income before taxes. Our effective
income tax rate was approximately 37.2% during 2000 and 36.4% during 1999. The
increase in the effective rate was primarily the result of increased income in
foreign tax jurisdictions.
Net Income
Net income increased $15.0 million, or 39%, to $53.6 million for 2000 from
$38.6 million in 1999 for the reasons discussed above.
Leasing Transactions
The sale of Equipment by Hanover and its subsidiaries to the Issuer,
together with the Issuer's lease of Equipment to HCLP, provided us with a
number of advantages over other sources of capital available to us at the time
of the transaction. Specifically, Hanover believes sale and leaseback
transactions (1) enable Hanover to affordably extend the duration of its
financing arrangements, (2) reduce Hanover's cost of capital and (3) provide
access to a source of capital other than traditional bank financing.
Prior to its first sale and leaseback transaction in 1998, Hanover financed
growth in compression assets by drawing down on its revolving line of credit
with a commercial bank. While highly flexible and well priced, the line of
credit represented a short term funding strategy to finance long term assets.
Sale and leaseback transactions can reduce refinancing risk by extending the
duration of our capital commitments.
Sale and leaseback transactions also provide capital to us at a lower cost
compared to other sources presently available to us. Lenders to the trusts do
not require as high a rate of interest because their capital risk is mitigated
by a perfected, first priority security interest in the compression equipment,
as well as a residual value guarantee provided by us. This factor has the
corresponding effect of reducing the lease rate paid by Hanover. Based on its
periodic review of capital alternatives, we believe that the cost of its rent
payments in the sale and leaseback
74
transactions has been 0.50% to 2.00% per annum less than the cost of debt
financing alternatives available to us at the time we entered into these sale
and leaseback transactions. Hanover will continue to evaluate sale and
leaseback transactions as well as consider other forms of financing for cost
effectiveness as future capital needs arise. Changes in generally accepted
accounting principles related to operating leases and changes in other business
conditions in which we operate may reduce the desirability of sale and
leaseback transactions to us.
Hanover also believes that the sale and leaseback transactions represent a
source of capital in addition to the commercial bank financing traditionally
utilized by the Company. This diversification of Hanover's capital sources has
broadened the Company's access to capital to allow us to expand operations.
In August 2001 and in connection with the POI Acquisition, we completed two
sale and leaseback transactions involving certain compression equipment.
Concurrent with the transactions, we exercised our purchase option under our
1998 operating lease for $200 million. Under one transaction, we received
$309.3 million from the sale of compression equipment to an independent special
purpose entity. Under the second transaction, we received $257.8 million from
the sale of additional compression equipment to an independent special purpose
entity. Both transactions are recorded as a sale and lease back of the
equipment and are recorded as operating leases. Under the $309.3 million
transaction, the equipment was sold and leased back by us for a seven year
period and will continue to be deployed by us under our normal operating
procedures. The agreement calls for semi-annual rental payments of
approximately $12.8 million in addition to quarterly rental payments of
approximately $228,000 based on interest rates in effect as of September 30,
2002. Under the $257.8 million transaction, the equipment was sold and leased
back by us for a ten year period and will continue to be deployed by us under
our normal operating procedures. The agreement calls for semi-annual rental
payments of approximately $10.9 million in addition to quarterly rental
payments of approximately $198,000 based on interest rates in effect as of
September 30, 2002. We have options to repurchase some or all of the equipment
under certain conditions defined by the lease agreement. Through September 30,
2002, we incurred transaction costs of approximately $18.6 million related to
these transactions. These costs are included in intangible and other assets and
are being amortized over the respective lease terms.
In October 2000, we completed a $172.6 million sale and lease back of
compression equipment with an independent special purpose entity. In March
2000, we entered into a separate $200.0 million sale and lease back of
compression equipment with an independent special purpose entity. Under the
March agreement, we received proceeds of $100.0 million from the sale of
compression equipment at the first closing in March 2000 and in August 2000, we
completed the second half of the equipment lease and received an additional
$100.0 million for the sale of additional compression equipment. In June 1999
and in July 1998 we completed two other separate $200.0 million sale and
leaseback transactions of compression equipment with independent special
purpose entities. Under the 2000 and 1999 lease agreements, the equipment was
sold and leased back by us for a five year term and will be utilized by us in
its business. We have options to repurchase the equipment under the 2000 and
1999 leases under certain conditions as defined by the lease agreements. The
2000 and 1999 lease agreements call for variable quarterly payments that
fluctuate with the London Interbank Offering Rate. We incurred an aggregate of
approximately $8.1 million in transactions costs for the leases entered into in
2000, 1999 and 1998, which are included in intangible and other assets and are
being amortized over the respective lease terms.
The following table summarizes the proceeds, net book value of equipment
sold, deferred gain on equipment sale, the residual guarantee and the lease
termination date for equipment leases (in thousands of dollars):
Residual Lease
Sale Net Book Deferred Value Termination
Leases Proceeds Value Gain Guarantee Date
------ -------- -------- -------- --------- --------------
June 1999..................... $200,000 $166,356 $33,644 $166,000 June 2004
March and August 2000......... 200,000 166,922 33,078 166,000 March 2005
October 2000.................. 172,589 155,692 16,897 142,299 October 2005
August 2001................... 309,300 306,034 3,266 232,000 September 2008
August 2001................... 257,750 235,877 21,873 175,000 September 2011
75
Each of these transactions are recorded as a sale and lease back of the
equipment and the leases are recorded as operating leases. We made guarantees
under the lease agreements that are due upon termination of the leases and
which may be satisfied by a cash payment or the exercise of our purchase
options under the terms of the lease agreements. The residual value guarantees
and other lease terms, which are based on negotiation between us and third
party lessors, were supported by equipment appraisals and analysis. We believe
that the market value of the equipment at the end of the lease will exceed the
guaranteed residual values due to our predictive and preventive maintenance
programs, routine overhaul practices, and the expected demand for compression
equipment in the future. We review the value of the equipment whenever events
or circumstances indicate that a decrease in market value may have occurred as
a result of foreseeable obsolescence or a decrease in market demand. If the
fair value of the equipment was less than the guaranteed residual value, we
would accrue additional lease expense for the amount that would be payable upon
termination of the lease. Any gains on the sale of the equipment are deferred
until the end of the respective lease terms. Should we not exercise our
purchase options under the lease agreements, the deferred gains will be
recognized to the extent they exceed any final rent payments and any other
payments required under the lease agreements.
As a result of the lease transactions, we incurred approximately $70.8
million and $47.5 million in lease expense for the nine months ended September
30, 2002 and 2001, respectively, and approximately $70.4 million, $45.5 million
and $22.1 million in lease expense for the years ended December 31, 2001, 2000
and 1999, respectively. As of September 30, 2002, the following minimum lease
payments are due under the leasing arrangements exclusive of any final rent
payments or purchase option payments (in thousands): Q4 2002--$23,277;
2003--$83,917; 2004--$76,563; 2005--$62,387; 2006--$49,064; and $149,756
thereafter.
In connection with the leases entered into in August 2001, we are obligated
to prepare registration statements and complete exchange offers to enable the
holders of the notes issued by the lessors to exchange their notes with notes
which are registered under the Securities Act. Because the exchange offers have
not been completed, we are required to pay additional lease expense in the
amount equal to $105,600 per week until the exchange offers are completed. The
additional lease expense began accruing on January 28, 2002. See "The Exchange
Offer--Additional Interest."
Liquidity and Capital Resources
Nine Months ended September 30, 2002. Our cash balance amounted to $22.2
million at September 30, 2002 compared to $23.2 million at December 31, 2001.
Our principal source of cash was cash provided by operating activities of
$114.9 million, proceeds from the sale of property, plant and equipment of
$51.7 million and borrowings of $35.5 million under our bank credit facility.
Principal uses of cash during the nine months ended September 30, 2002 were
capital expenditures of $181.6 million.
Working capital was $246.4 million at September 30, 2002 and decreased from
$275.1 million at December 31, 2001. We invested $220.4 million in property,
plant and equipment (including business acquisitions) during nine months ended
September 30, 2002. During 2002, we added approximately 144,000 horsepower
(net) to the rental fleet. At September 30, 2002, the compressor rental fleet
consisted of 2,782,000 horsepower domestically and 839,000 horsepower in the
international rental fleet.
Given our consistently high compressor rental fleet utilization, we carry
out new customer projects through fleet additions and other related capital
expenditures. We generally invest funds necessary to make these rental fleet
additions when our idle equipment cannot economically fulfill a project's
requirements and the new equipment expenditure is matched with long-term
contracts whose expected economic terms exceed our return on capital targets.
During 2002, we plan to spend approximately $250 to $270 million on rental
equipment fleet additions, including $65 million on equipment overhauls and
other maintenance capital. We are still in the process of completing our 2003
budget. However, we expect that our 2003 capital spending will be within
operating cash flows. Historically, we have funded capital expenditures with a
combination of internally
76
generated cash flow, borrowing under the revolving credit facility, sale and
leaseback transactions and raising additional equity and issuing long term debt.
We believe that cash flow from operations and borrowing under our existing
$350 million bank credit facility will provide us with adequate capital
resources to fund our estimated level of capital expenditures for the short
term. Since capital expenditures are largely discretionary, we believe we would
be able to significantly reduce them, in a reasonably short time frame, if
expected cash flows from operations are not realized. As of September 30, 2002,
we had approximately $193 million in borrowings and approximately $44 million
in letters of credit outstanding on our $350 million revolving bank credit
facility (3.6% weighted average effective rate at September 30, 2002). The
letters of credit expire between 2002 and 2004. In addition, we had
approximately $14.8 million in letters of credit outstanding under other
letters of credit facilities which expire during 2002 and 2003.
We are currently in compliance with all covenants and other requirements set
forth in our bank credit facility, operating leases and indentures. We obtained
waivers and amendments to our bank credit facility and certain operating leases
to cure non-compliance with covenants in those agreements largely resulting
from the restatement of our consolidated financial statements for the year
ended December 31, 2000 and each quarter in the nine months ended September 30,
2001. These waivers and amendments did not result in any material adverse
consequences to the Company's business. We do not have any rating downgrade
provisions that would accelerate the maturity dates of our debt. However, a
downgrade in our credit rating could materially and adversely affect our
ability to renew existing, or obtain access to new, credit facilities in the
future and could increase the cost of such facilities. Should this occur, we
might seek alternative sources of funding. As of September 30, 2002, our debt
to capitalization ratio, including the residual value guarantees under our
operating leases, was 1.47 to 1 and our book debt to capitalization ratio,
excluding operating leases, was .58 to 1.
Our bank credit facility permits us to incur indebtedness, subject to
covenant limitations, up to the $350 million credit limit under our bank credit
agreement, plus, in addition to certain other indebtedness, an additional $300
million in unsecured indebtedness and $125 million of other unsecured
indebtedness. Giving effect to the covenant limitations in our bank credit
agreement, the liquidity available under our revolver at September 30, 2002 was
approximately $20 million. In addition, our bank credit facility permits us to
enter into future sale and leaseback transactions with respect to equipment
having a value not in excess of $300 million.
In addition to purchase money and similar obligations, the indenture and the
participation agreements, which are part of our compression equipment leases,
permit us to incur indebtedness up to the $350 million credit limit under our
bank credit facility, plus (1) an additional $75 million in unsecured
indebtedness and (2) any additional indebtedness so long as, after incurring
such indebtedness, Hanover's ratio of the sum of consolidated net income before
interest expense, income taxes, depreciation expense, amortization of
intangibles, certain other non-cash charges and rental expense to total fixed
charges (all as defined and adjusted by the agreements), or Hanover's coverage
ratio, is greater than 2.25 to 1.0. The indenture and participation agreements
define indebtedness to include the present value of the total rental
obligations under sale and leaseback transactions and under operating lease
facilities similar to this Lease facility.
Based upon our total debt of approximately $578 million at September 30,
2002, we expect total debt service payments for the year ending December 31,
2002 (including debt service payments made during the nine months ended
September 30, 2002) will be approximately $25 million based upon interest rates
in effect as of September 30, 2002. In addition, based upon our current
operating lease commitments and rates in effect at September 30, 2002, we
expect that total compressor lease rent payments for the year ending December
31, 2002 (including lease rent payments made during the nine months ended
September 30, 2002) will be approximately $94 million. We also expect that
total distributions on our 7 1/4% mandatorily redeemable convertible preferred
securities for the year ended December 31, 2002 (including distributions made
during the nine months ended September 30, 2002 and assuming no deferrals as
permitted by the terms of such securities) to be approximately $6.4 million.
77
As part of our business, we are a party to various financial guarantees,
performance guarantees and other contractual commitments to extend guarantees
of credit and other assistance to various subsidiaries, investees and other
third parties. To varying degrees, these guarantees involve elements of
performance and credit risk, which are not included on our Consolidated Balance
Sheet. The possibility of us having to honor our contingencies is largely
dependent upon future operations of various subsidiaries, investees and other
third parties, or the occurrence of certain future events.
In January 2001, we entered into a facilitation agreement with Belleli
Energy SRL ("Belleli"), a fabrication company based in Italy. In connection
with the agreement, we agreed to provide Belleli with project financing
including necessary guarantees, bonding capacity and other collateral on an
individual project basis. Under the agreement, Belleli must present each
project to us which we may approve at our sole discretion. At September 30,
2002, no amounts were outstanding under the facilitation agreement. Under a
separate agreement with Belleli, we have issued letters of credit on Belleli's
behalf totaling approximately $18.2 million at September 30, 2002. In July
2002, we increased our ownership of Belleli to 40.3% from 20.3% by converting a
$4.0 million loan to Belleli into additional equity ownership. In November
2002, we increased our ownership to 51% by exchanging a $9.4 million loan to a
third party for additional equity ownership. Due to the November transaction,
we will consolidate Belleli's financials with ours, which is expected to
increase our revenue by approximately $10 to $15 million in the fourth quarter
of 2002. However after related expenses and taking the minority interest into
account, the increase in our ownership of Belleli is not expected to have any
immediate material effect on our net income.
We are also a guarantor of approximately $881 million of debt associated
with independent special purpose entities with which we entered into sale
leaseback transactions, which is equal to the residual value guarantees under
the lease agreements.
We utilize derivative financial instruments to minimize the risks and/or
costs associated with financial and global operating activities by managing its
exposure to interest rate fluctuation on a portion of our variable rate debt
and leasing obligations. We do not utilize derivative financial instruments for
trading or other speculative purposes. The cash flow from hedges is classified
in the Consolidated Statements of Cash Flows under the same category as the
cash flows from the underlying assets, liabilities or anticipated transactions.
We adopted SFAS 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS 133"), as amended by SFAS 137 and SFAS 138, effective January
1, 2001. SFAS 133 requires that all derivative instruments (including certain
derivative instruments embedded in other contracts) be recognized in the
balance sheet at fair value, and that changes in such fair values be recognized
in earnings unless specific hedging criteria are met. Changes in the values of
derivatives that meet these hedging criteria will ultimately offset related
earnings effects of the hedged item pending recognition in earnings. Prior to
2001, we entered into two interest rate swaps which were outstanding at
September 30, 2002 with notional amounts of $75,000,000 and $125,000,000 and
strike rates of 5.51% and 5.56%, respectively. These swaps were to expire in
July 2001; however, they were extended for an additional two years at the
option of the counterparty and now expire in July 2003. The difference paid or
received on the swap transactions is recorded as an accrued lease liability and
is recognized in leasing expense. On January 1, 2001, in accordance with the
transition provisions of SFAS 133, we recorded a loss resulting from the
cumulative effect of an accounting change in the statement of income of
approximately $164,000, net of tax benefit of $89,000. During the nine months
ended September 30, 2002 and the year ended December 31, 2001, we recognized an
unrealized gain of approximately $1.5 million and an additional unrealized loss
of approximately $7.6 million, respectively, related to the change in the fair
value of these interest rate swaps in other expense in the statement of income
because these swaps did not meet the specific hedge criteria as a result of the
counterparty's option to extend the interest rate swaps. Further, management
decided not to designate the interest rate swaps as hedges at the time they
were extended by the counterparty. At September 30, 2002, we recorded
approximately $6.3 million in accrued liabilities with respect to the fair
value adjustment related to these interest rate swaps. The fair value of these
interest rate swaps will fluctuate with changes in interest rates over their
remaining terms and the fluctuations will be recorded in the statement of
income.
78
During the second quarter of 2001, we entered into three additional interest
rate swaps to convert variable lease payments under certain lease arrangements
to fixed payments as follows:
Maturity Strike Notional
Lease Date Rate Amount
----- -------- ------- ------------
March 2000 3/11/05 5.2550% $100,000,000
August 2000 3/11/05 5.2725% $100,000,000
October 2000 10/26/05 5.3975% $100,000,000
These three swaps, which we have designated as cash flow hedging
instruments, meet the specific hedge criteria and any changes in their fair
values have been recognized in other comprehensive income. During the nine
months ended September 30, 2002 and the year ended December 31, 2001, we
recorded a loss of approximately $8.8 million and $6.1 million, respectively,
with respect to these three swaps, net of tax in other comprehensive income. As
of September 30, 2002, a total of approximately $11.2 million was recorded in
accrued current liabilities and approximately $11.7 million in other long-term
liabilities with respect to the fair value adjustment related to these three
swaps.
The counterparties to the interest rate swap agreements are major
international financial institutions. We continually monitor the credit quality
of these financial institutions and do not expect non-performance by any
counterparty, although such non-performance could have a material adverse
effect on us.
In January 2002, Argentina devalued its peso against the U.S. dollar and
imposed significant restrictions on funds transfers internally and outside the
country. In addition, the Argentine government enacted regulations to
temporarily prohibit enforcement of contracts with exchange rate-based purchase
price adjustments. Instead, payment under such contracts can either be made at
an exchange rate negotiated by the parties or, if no such agreement is reached,
a preliminary payment may be made based on a 1 dollar to 1 peso equivalent
pending a final agreement. The Argentine government also requires the parties
to such contracts to renegotiate the price terms within 180 days of the
devaluation. As a result, we have renegotiated ten of eleven of our agreements
in Argentina and expect to renegotiate the remaining agreement before the end
of the fourth quarter of 2002. We do not expect that the outcome of the
renegotiation of the remaining agreement will have a material impact on our
financial statements. During the nine months ended September 30, 2002, we
recorded an exchange loss of approximately $11.9 million for assets exposed to
currency translation in Argentina. For the year ended December 31, 2001, our
Argentine operations represented approximately 7% of our revenue and EBITDAR,
before allocation of corporate sales, general and administrative expenses.
The economic situation in Argentina is subject to change. We cannot predict
whether the peso will continue to lose value against the dollar or whether
further even more stringent regulations may be enacted. If the situation in
Argentina continues to deteriorate, exchange controls continue in place and the
value of the peso against the dollar is reduced further, our results of
operations in Argentina could be materially and adversely affected, which could
result in reductions in our net income.
In addition, we have exposure to currency risks in Venezuela. To mitigate
that risk, the majority of our existing contracts provide that we receive
payment in U.S. dollars rather than Venezuelan bolivars, thus reducing our
exposure to fluctuations in the bolivar's value. During the nine months ended
September 30, 2002, we recorded an exchange loss of approximately $1.9 million
for assets exposed to currency translation in Venezuela. For the year ended
December 31, 2001, our Venezuelan operations represented approximately 7% of
our revenue and 11% of our EBITDAR, before allocation of corporate sales,
general and administrative expenses.
Year Ended December 31, 2001. Our cash balance amounted to $23.2 million at
December 31, 2001 compared to $45.5 million at December 31, 2000. Primary
sources of cash during the year ended December 31, 2001 were net proceeds of
$185.5 million from the issuance of 4.75% convertible senior notes due 2008,
$83.9 million through our public offering of 2,500,000 shares of common stock,
$550.0 million from two sale-leaseback transactions, $54.5 million from
borrowings under our bank credit facility and operating cash flows of
79
$152.8 million. Principal uses of cash during the year ended December 31, 2001
were capital expenditures of $660.1 million (including $200.0 million used to
exercise our purchase option under our 1998 operating lease), and business
acquisitions of $386.1 million.
Working capital decreased to $275.1 million at December 31, 2001 from $282.7
million at December 31, 2000, primarily as a result of the $58.0 million
liability to Schlumberger which is expected to be paid in 2002 and is included
in accrued liabilities. Excluding the $58.0 million accrued business
acquisition payment liability, working capital would have increased by $50.4
million. This increase was due to increases in accounts receivable, inventories
and costs in excess of billings, which resulted from increased levels of
activity in our lines of business compared to 2000 as well as from
acquisitions. The increases were partially offset by an increase in current
liabilities.
We invested $1,066.4 million in property, plant and equipment in 2001
(before the impact of sale and leaseback transactions). During 2001, we added
approximately 1,326,000 horsepower to the rental fleet. At December 31, 2001,
the compressor rental fleet consisted of 2,696,000 horsepower domestically and
781,000 horsepower in the international rental fleet.
In August 2001, we acquired the natural gas compression business of
Schlumberger in exchange for total consideration of $771.0 million in cash,
common stock and indebtedness. To finance the acquisition, we used $270.0
million of the proceeds from the sale of equipment to the Issuer in combination
with the $150.0 million subordinated acquisition note and $283.0 million of
common stock.
The following summarizes our contractual obligations at December 31, 2001,
and the effect such obligations are expected to have on our liquidity and cash
flow in future periods:
TOTAL 2002 2003 2004 Thereafter
---------- -------- ------- -------- ----------
(in thousands)
CONTRACTUAL OBLIGATIONS:
4.75% convertible senior notes due 2008........ $ 192,000 $ $ $ $192,000
Bank credit facility........................... 157,000 157,000
Other long-term debt(1)........................ 160,813 5,553 1,382 1,037 152,841
Other contractual obligations(2)............... 58,000 58,000
Mandatorily redeemable convertible preferred
securities................................... 86,250 86,250
Compression equipment operating leases(3)...... 512,219 88,111 84,941 77,536 261,631
Facilities and other equipment operating leases 13,586 4,238 3,536 2,903 2,909
---------- -------- ------- -------- --------
Total contractual cash obligations............. $1,179,868 $155,902 $89,859 $238,476 $695,631
========== ======== ======= ======== ========
- --------
(1) In connection with the POI Acquisition on August 31, 2001, the Company
issued a $150.0 million subordinated acquisition note to Schlumberger,
which matures December 15, 2005. Interest on the subordinated acquisition
note accrues at the rate of 8.5% annually for the first six months after
issuance and periodically increases in increments of 1% to 2% per annum to
a maximum interest rate 42 months after issuance of 15.5%. Accrued interest
is payable-in-kind (is converted into note principal except under certain
circumstances) and is required to be paid in cash at maturity. In the event
of an event of default under the subordinated acquisition note, interest
will accrue at a rate of 2% above the then applicable rate. The
subordinated acquisition note is subordinated to all of the Company's
indebtedness other than indebtedness to fund future acquisitions. In the
event that the Company completes an offering of equity securities, the
Company is required to apply the proceeds of the offering to repay amounts
outstanding under the subordinated acquisition note as long as no default
exists or would exist under our other indebtedness as a result of such
payment.
80
(2) We are required to pay up to $58.0 million to Schlumberger with proceeds of
a financing of a South American joint venture, a minority interest of which
was acquired by Hanover in the acquisition of POI. If the joint venture
fails to execute the financing or such financing fails to be non-recourse
to us, in either case, on or before December 31, 2002, we will have the
right to put our interest in the joint venture back to Schlumberger in
exchange for a return of the purchase price allocated to the joint venture,
plus the net amount of any capital contributions by Hanover to the joint
venture. Our right to exercise the put expires on January 31, 2003. Since
we expect the financing to be completed within the next twelve months, this
$58.0 million amount is included in "Accrued liabilities" in our balance
sheet.
(3) Excludes residual value guarantees, which are discussed below.
- --------
This discussion also describes the liquidity of HCLP and its subsidiaries,
with the exception that the proceeds from the issuance of the 4.75% convertible
senior notes due 2008 and the public offering of 2,500,000 shares of Hanover
common stock were received by Hanover and contributed to HCLP as a capital
contribution. HCLP is dependent on Hanover for funding capital contributions,
which have in the past included the proceeds of Hanover's debt and equity
offerings.
New Accounting Pronouncements
In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets
("SFAS 142"). Under SFAS 142, amortization of goodwill over an estimated useful
life is discontinued. Instead, goodwill will be reviewed for impairment
annually or whenever events indicate impairment may have occurred. The standard
also requires acquired intangible assets to be recognized separately and
amortized as appropriate. SFAS 142 was effective for Hanover on January 1,
2002. The adoption of SFAS No. 142 has had an impact on future financial
statements, due to the discontinuation of goodwill amortization expense. For
the nine months ended September 30, 2001 and the year ended December 31, 2001,
goodwill amortization expense was approximately $7.9 million and $11.6 million,
respectively.
The transition provisions of SFAS 142 required us to identify our reporting
units and perform an initial impairment assessment of the goodwill attributable
to each reporting unit as of January 1, 2002. We performed our initial
impairment assessment and determined that our reporting units are the same as
our business segments and that no impairment existed as of January 1, 2002.
However, due to a downturn in our business and changes in the business
environment in which we operate, we completed an additional impairment analysis
as of June 30, 2002. As a result of the test performed as of June 30, 2002, we
recorded an estimated $47.5 million impairment of goodwill attributable to our
production and processing equipment fabrication business unit. The second step
of goodwill impairment test required us allocate the fair value of the
reporting unit to the production and processing equipment businesses' assets.
We performed the second step of the goodwill impairment test in the third
quarter of 2002 and determined that no adjustment to the impairment, recorded
in the second quarter, was required. The fair value of reporting units was
estimated using a combination of the expected present value of future cash
flows and the market approach, which uses actual market sales.
The table below presents the carrying amount of goodwill (in thousands):
September 30,
2002
-------------
Domestic rentals............................. $ 94,148
International rentals........................ 34,033
Parts, service and used equipment............ 53,081
Compressor and accessory fabrication......... 19,176
--------
Total..................................... $200,438
========
81
Hanover's net income and earnings per share, adjusted to exclude goodwill
amortization expense, for the twelve months ended December 31, 2001, 2000
and 1999 and for the nine months ended September 30, 2001 are as follows (in
thousands, except per share data):
Nine Months
Ended
2001 2000 1999 September 30, 2001
Restated Restated Restated Restated
-------- -------- -------- ------------------
Net income............................. $72,413 $49,639 $38,455 $60,409
Goodwill amortization, net of tax...... 8,846 4,280 1,908 6,038
------- ------- ------- -------
Adjusted net income.................... $81,259 $53,919 $40,363 $66,447
======= ======= ======= =======
Basic earnings per share, as reported.. $ 1.00 $ 0.80 $ 0.67 $ 0.86
Goodwill amortization, net of tax...... 0.12 0.07 0.04 0.09
------- ------- ------- -------
Adjusted basic earnings per share...... $ 1.12 $ 0.87 $ 0.71 $ 0.95
======= ======= ======= =======
Diluted earnings per share, as reported $ 0.94 $ 0.75 $ 0.63 $ 0.80
Goodwill amortization, net of tax...... 0.11 0.06 0.03 0.08
------- ------- ------- -------
Adjusted diluted earnings per share.... $ 1.05 $ 0.81 $ 0.66 $ 0.88
======= ======= ======= =======
HCLP's net income, adjusted to exclude goodwill amortization expense, for
the twelve months ended December 31, 2001, 2000 and 1999 and for the nine
months ended September 30, 2001 are as follows (in thousands):
Nine Months
Ended
2001 2000 1999 September 30, 2001
Restated Restated Restated Restated
-------- -------- -------- ------------------
Net income....................... $81,205 $53,639 $38,632 $66,650
Goodwill amortization, net of tax 8,846 4,280 1,908 6,038
------- ------- ------- -------
Adjusted net income.............. $90,051 $57,919 $40,540 $72,688
======= ======= ======= =======
In June 2001, the FASB issued SFAS 143, Accounting for Obligations
Associated with the Retirement of Long-Lived Assets ("SFAS 143"). SFAS 143
establishes the accounting standards for the recognition and measurement of an
asset retirement obligation and its associated asset retirement cost. This
statement is effective for Hanover on January 1, 2003. We are currently
assessing the new standard and have not yet determined the impact on our
consolidated results of operations, cash flows or financial position.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets ("SFAS No. 144"). The new rules supersede SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of ("SFAS No. 121"). The new rules retain many of the
fundamental recognition and measurement provisions of SFAS No. 121, but
significantly change the criteria for classifying an asset as held-for-sale.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001.
We have adopted the new standard, which had no material effect on our
consolidated results of operations, cash flows or financial position.
In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
The Statement updates, clarifies and simplifies existing accounting
pronouncements. Provisions of SFAS 145 related to the rescission of Statement 4
are effective for us on January 1, 2003. The provisions of SFAS 145 related to
SFAS 13 are effective for transactions occurring after May 15, 2002. We have
adopted the provisions of the new standard related to SFAS 13, which had no
material effect on our consolidated results of operations, cash flows or
financial position.
In July 2002, the FASB issued SFAS 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities, such as
restructuring, involuntarily terminating employees, and consolidating
facilities, initiated after December 31, 2002. We are currently assessing the
new standard and have not yet determined the impact on our consolidated results
of operations, cash flows or financial position.
82
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to interest rate and foreign currency risk. Hanover and its
subsidiaries periodically enter into interest rate swaps to manage its exposure
to fluctuations in interest rates. At September 30, 2002, the fair market value
of these interest rate swaps, excluding the portion attributable to and
included in accrued leasing, was a liability of approximately $29.3 million, of
which $17.6 million was recorded in accrued liabilities and $11.7 million in
other long-term liabilities. We are party to five interest rate swaps to
convert variable lease payments under certain lease arrangements to fixed
payments as follows (in thousands):
Fair Value of the
Maturity Company Pays Notional Swap at
Date Fixed Rate Amount September 30, 2002
---------- ------------ -------- ------------------
7/21/2003 5.5100% $ 75,000 $(2,351)
7/21/2003 5.5600% $125,000 $(3,969)
3/11/2005 5.2550% $100,000 $(7,169)
3/11/2005 5.2725% $100,000 $(7,213)
10/26/2005 5.3975% $100,000 $(8,557)
We are exposed to interest rate risk on borrowings under our floating rate
revolving credit facility. At September 30, 2002, $193 million was outstanding
bearing interest at a weighted average effective rate of 3.6% per annum.
Assuming a hypothetical 10% increase in weighted average interest rates from
those in effect at September 30, 2002, the increase in annual interest expense
for advances under this facility would be approximately $0.7 million. At
September 30, 2002, we are exposed to variable rental rates on the equipment
leases we entered into in September 1999 and October 2000. Assuming a
hypothetical 10% increase in interest rates from those in effect at quarter
end, the increase in annual leasing expense on these equipment leases would be
approximately $1.7 million. We do not currently use derivative financial
instruments to mitigate foreign currency risk; however, we may consider the use
of such instruments because of recent events in Argentina and Venezuela.
In January 2002, Argentina devalued its peso against the U.S. dollar and
imposed significant restrictions on funds transfers internally and outside the
country. In addition, the Argentine government enacted regulations to
temporarily prohibit enforcement of contracts with exchange rate-based purchase
price adjustments. Instead, payment under such contracts can either be made at
an exchange rate negotiated by the parties or, if no such agreement is reached,
a preliminary payment may be made based on a 1 dollar to 1 peso equivalent
pending a final agreement. The Argentine government also requires that the
parties to such contracts renegotiate the price terms within 180 days of the
devaluation. As a result of these negotiations, we received approximately $10.3
million in partial reimbursements of which $9.0 million are recorded in
revenue, and expect to receive approximately $1.5 million during the remainder
of 2002 and early 2003. We have renegotiated ten of eleven of our agreements in
Argentina and expect to renegotiate the remaining agreement before the end of
the fourth quarter of 2002. We do not expect that the outcome of the
renegotiation of the remaining agreement will have a material impact on our
financial statements. During the nine months ended September 30, 2002, we
recorded an exchange loss of approximately $11.9 million for assets exposed to
currency translation in Argentina. For the year ended December 31, 2001, our
Argentine operations represented approximately 7% of our revenue and EBITDAR,
before allocation of corporate sales, general and administrative expenses. The
economic situation in Argentina is subject to change, and we cannot predict
whether the peso will continue to lose value against the dollar. To the extent
that the situation in Argentina continues to deteriorate, exchange controls
continue in place and the value of the peso against the dollar is reduced
further, our results of operations in Argentina could be materially and
adversely affected which could result in reductions in our net income.
In addition, we have exposure to currency risks in Venezuela. To mitigate
that risk, the majority of our existing contracts provide that we receive
payment in U.S. dollars rather than Venezuelan bolivars, thus reducing our
exposure to fluctuations in the bolivar's value. During the nine months ended
September 30, 2002, we recorded an exchange loss of approximately $1.9 million
for assets exposed to currency translation in Venezuela. For the year ended
December 31, 2001, our Venezuelan operations represented approximately 7% of
our revenue and 11% of our EBITDAR, before allocation of corporate sales,
general and administrative expenses.
83
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF HANOVER EQUIPMENT TRUST 2001B
Management's discussion and analysis of the financial condition and results
of operations of the Issuer should be read in conjunction with the financial
statements of the Issuer and related notes thereto included in this prospectus.
General
Hanover Equipment Trust 2001B, a Delaware special purpose business trust,
was formed in August 2001 solely for the purpose of: (1) issuing the old notes
and the new notes, (2) executing, delivering and performing the operative
documents to which it is a party, and (3) using the proceeds of the issuance of
the old notes and the equity certificates to purchase gas compression equipment
from HCLP and certain of its subsidiaries. The equity funding, issuance of old
notes and equipment purchase occurred on August 30, 2001. The Issuer leases the
gas compression equipment back to HCLP under a ten-year operating lease. In
addition to rental payments, HCLP is obligated to pay supplemental rent, costs,
taxes, indemnities, and other amounts owing under the operating lease.
The trustee of the Issuer is Wilmington Trust Company. General Electric
Capital Corporation ("GE Capital") is the sole equity certificate holder. The
initial equity certificate holder assigned its interest to GE Capital and was
repaid its capital contribution in August 2001.
Nine Months Ended September 30, 2002.
Revenue
The Issuer's total revenue for the period was approximately $19.2 million.
The Issuer's rental revenue is based primarily on the interest accrued on the
old notes and the yield payable to the equity certificate holder. The interest
rate on the old notes is fixed at 8.75%. However, the yield payable on the
equity certificates will vary depending upon the certificate holder yield rate
(10.2% as of September 30, 2002). Based on current interest rates and property
balances applicable as of September 30, 2002 and including rental revenues
earned during the nine months ended September 30, 2002, rental revenue is
expected to be approximately $24.9 million for 2002 and approximately $22.7
million in 2003. This amount does not include rents received to reimburse the
Issuer, as required under the Lease, for its operating expenses.
In December 2001, the Issuer filed a registration statement on Form S-4
offering to exchange its registered 8.75% senior secured notes due 2011 for all
of its outstanding notes. The terms of the new notes are identical to the terms
of the old notes except that the new notes are freely transferable under the
Securities Act and do not have any exchange or registration rights. Because the
exchange offer has not been completed, the Issuer has received additional rent
in the amount of approximately $48,000 per week and is required to pay this
amount as additional interest to the holders of the notes. The additional
rental income and interest expense began accruing on January 28, 2002 and will
end when the exchange offer is completed. Through September 30, 2002, the
Issuer had recognized approximately $1.6 million in additional rental income
and interest expense.
Interest Expense on Rental Equipment
Interest expense on rental equipment is the interest recorded in connection
with the old notes. Interest expense on rental equipment for the period was
approximately $18.0 million or approximately 94% of rental revenue. Due to the
terms of the operating lease with HCLP, interest expense on rental equipment is
expected to remain fairly constant. Based on current interest rates and
including interest expense on rental equipment incurred during the nine months
ended September 30, 2002, interest expense on rental equipment is expected to
be approximately $24.1 million for 2002 and approximately $21.9 million for
2003. The Issuer incurred additional interest expense of $1.6 million which is
discussed above under Revenue.
84
Period from August 16, 2001 (Inception) to December 31, 2001.
Revenue
The Issuer's total revenue for the period was approximately $7.9 million.
Revenue was not earned until after the purchase of gas compression equipment on
August 30, 2001. The Issuer's rental revenue is based primarily on the interest
accrued on the old notes and the yield payable to the equity certificate
holder. The interest rate on the old notes is fixed at 8.75%. However, the
yield payable on the equity certificates will vary depending upon the
certificate holder yield rate (10.2% as of December 31, 2001).
Interest Expense on Rental Equipment
Interest expense on rental equipment is the interest recorded in connection
with the old notes. Interest expense on rental equipment for the period was
approximately $7.4 million or approximately 93% of rental revenue. Due to the
terms of the operating lease with HCLP, interest expense on rental equipment is
expected to remain fairly constant.
Liquidity and Capital Resources
Under the triple net lease terms for the Equipment, all of the costs of
maintaining and financing the equipment are borne by HCLP, as the lessee. The
Issuer believes it has adequate capital resources for the nature of its
business and that funds from its operations as described in this prospectus
will be sufficient to provide for its operations. Because the Issuer has agreed
to limit its business activities as described in this prospectus, the Issuer
does not believe it will have any need to obtain additional financing or equity.
Nine Months Ended September 30, 2002. The Issuer's cash and cash
equivalents balance at September 30, 2002 was $0. Operating activities provided
$0.8 million in cash which was used in financing activities for the payment of
the equity certificate yield due.
Period from August 2, 2001 (Inception) to December 31, 2001. The Issuer's
cash and cash equivalents balance at December 31, 2001 was $0. Operating
activities provided $0 in cash, investing activities used $257.8 million in
cash and financing activities provided $257.8 million in cash. Cash was used in
investing activities for the purchase of $257.8 million of rental equipment.
Cash provided by financing activities resulted from $7.8 million of equity
investment from the Issuer's equity certificate holder and $250 million in
proceeds from the issuance of the old notes.
Quantitative and Qualitative Disclosures about Market Risk
The Issuer is exposed to market risk due to the variable yield rate on its
equity certificates, however the Issuer's market risk is minimized because
rental revenue would increase or decrease by an equal amount with any change in
the yield on its equity certificates. As of September 30, 2002, the Issuer had
$250 million outstanding principal amount of the old notes, which bear interest
at a fixed rate of 8.75% per annum, and $7.8 million in equity investment under
the Issuer's equity certificates, which accrue yield payments at the
certificate holder yield rate. Yield payments on the equity certificates are
based upon the Eurodollar rate or the prime rate, plus a spread in each case of
8.375% per year (10.2% as of September 30, 2002). An increase in the
certificate holder yield rate by 1% would result in an approximately $78
thousand annual increase in the yield payments on the Issuer's equity
certificates and rental revenue.
85
BUSINESS OF HANOVER COMPRESSOR COMPANY
AND HANOVER COMPRESSION LIMITED PARTNERSHIP
General
Hanover Compressor Company, through its indirect wholly owned subsidiary
Hanover Compression Limited Partnership and its subsidiaries, is a global
market leader in full service natural gas compression and a leading provider of
service, fabrication and equipment for contract natural gas handling
applications. We sell this equipment and provide it 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,
our customers include national oil and gas companies, premier independent and
major oil and gas producers and distributors. In conjunction with our
maintenance business, we have developed our parts and service business to
provide solutions to customers that own their own compression equipment, but
want to outsource their operations. Our compression services are complemented
by our compressor and oil and gas production equipment fabrication operations
and gas processing and treating, gas measurement and power generation services,
which broaden our customer relationships both domestically and internationally.
Our products and services are essential to the production, processing,
transportation and storage of natural gas and are provided primarily to energy
producers and distributors of natural gas. Our decentralized operating
structure, technically experienced personnel and high quality compressor fleet
allow us to successfully provide reliable and timely customer service. As a
result, we have experienced substantial growth over the past five years and
have developed and maintained a number of long-term customer relationships.
This has enabled us to maintain an average horsepower utilization rate of
approximately 93% from 1997 to 2001, compared to industry rates which we
believe to have been 80% to 85% for this period. We have traditionally excluded
from the rental utilization certain units from acquired companies requiring
maintenance and upgrade to our standards. Total compression horsepower as of
September 30, 2002 was 3,621,000 of which 360,000 was not available for use in
the field.
We compete primarily in the market for transportable natural gas compression
units of up to 4,450 horsepower. This market for rental compression has
experienced significant growth over the past decade, with a compound annual
growth rate of approximately 15%. We believe that the growth in the domestic
gas compression market will continue due to the increased consumption of
natural gas, the continued aging of the natural gas reserve base and the
attendant decline of wellhead pressures, and the discovery of new reserves.
The rental portion of the domestic gas compression market is estimated to be
at least 5.3 million horsepower and accounts for approximately 35% to 38% of
the aggregate U.S. horsepower, up from 20% in 1992. Growth of rental
compression capacity in the U.S. market is primarily driven by the increasing
trend toward outsourcing by energy producers and processors. We believe that
outsourcing provides the customer greater financial and operating flexibility
by minimizing the customer's investment in equipment and enabling the customer
to more efficiently resize compression units to meet the changing reservoir
conditions. In addition, we also believe that outsourcing typically provides
the customer with more timely and technically proficient service and necessary
maintenance, which often reduces operating costs. We believe growth
opportunities for compressor rental and sales exist due to (i) increased
worldwide energy consumption, (ii) implementation of international
environmental and conservation laws preventing the flaring of natural gas,
(iii) increased outsourcing by energy producers and processors; and (iv) the
environmental soundness, economy and availability of natural gas as an
alternative energy source.
As of September 30, 2002, we operated a global fleet of 7,175 compression
rental units with an aggregate capacity of approximately 3,621,000 horsepower
(excluding 170,000 in noncompression horsepower). We believe that we are
currently the largest natural gas compression company in the United States on
the basis of aggregate rental horsepower with 6,390 rental units having an
aggregate capacity of approximately 2,782,000 horsepower at September 30, 2002.
We estimate that we are one of the largest providers of compression services in
the rapidly growing Latin American and Canadian markets, operating 785 units
internationally with approximately 839,000 horsepower at September 30, 2002.
86
Substantially all of our assets and operations are owned or conducted by our
wholly-owned subsidiary, Hanover Compression Limited Partnership "HCLP". In
December 2001, HCLP and its subsidiaries completed various internal
restructuring transactions pursuant to which certain of the domestic
subsidiaries of HCLP were merged, directly or indirectly, with and into HCLP.
Compressor Rental Fleet
The size and horsepower of our compressor rental fleet owned or operated
under lease on September 30, 2002 is summarized in the following table:
Aggregate
Number of Horsepower % of Total
Range of Horsepower per Unit Units (in thousands) Horsepower
- ---------------------------- --------- -------------- ----------
0-100................................... 2,093 148 4.1%
101-200................................. 1,442 219 6.0%
201-500................................. 1,256 411 11.4%
501-800................................. 699 459 12.7%
801-1100................................ 515 513 14.2%
1101-1500............................... 900 1,268 35.0%
1501-2500............................... 198 366 10.1%
2501-4450............................... 72 237 6.5%
----- ----- ------
Total................................... 7,175 3,621 100.00
===== ===== ======
Business Strategy
Historically, we have generated growth in excess of industry averages and
have delivered superior results to our investors. From 1999 through 2001, our
revenue, EBITDAR and net income growth have averaged 59%, 43% and 34% per year,
respectively/.*/ During this same period, the rental compression market, driven
by growth in consumption and the trend toward outsourcing, has consistently
grown at approximately 15% per year, while natural gas pricing and exploration
activity have been quite volatile. For example, from January 1, 2000 through
September 30, 2002, Henry Hub monthly average natural gas prices have ranged
from approximately $1.86 per thousand cubic feet to approximately $9.91 per
thousand cubic feet, while drilling activity, measured by active rig counts in
the U.S. and Canada, has ranged from approximately 850 to 1,700.
Our growth strategy includes the following key elements:
. Offer Broad-Based Solutions: We believe that we are the only company in
our industry that offers outsourced rental compression as well as
compressor and oil and gas production and processing equipment
fabrication and related services. By offering a broad range of services
that complement our historic strengths, we believe that we can offer
more complete solutions to our customers and thereby drive growth in
each of our businesses.
-- Our leading position in the design and fabrication of compressors for
sale helps us meet our rental fleet growth requirements as well as
the needs of energy industry participants who resize or replace units
on existing projects or obtain compression products and services for
new projects.
-- Our compressor services business supplies parts and services and
manages compression units for customers who own their units, thereby
helping us develop relationships for future outsourcing business.
- --------
* EBITDAR consists of the sum of consolidated net income before interest
expense, leasing expense, goodwill impairment, distributions on mandatorily
redeemable convertible preferred securities, income tax, and depreciation
and amortization. We believe that EBITDAR is a commonly used measure of
financial performance for valuing companies in the compression industry.
Additionally, since EBITDAR is a basic source of funds not only for growth
but to service indebtedness, lenders in the private and public debt markets
use EBITDAR as a primary determinate of borrowing capacity. EBITDAR should
not be considered as an alternative performance measure prescribed by
generally accepted accounting principles.
87
-- We design and fabricate oil and gas production equipment and provide
related services essential to the operation of recently completed oil
and gas wells, all of which enhance our opportunity to deliver
compression services and equipment to customers as the need develops
over the useful life of a well.
-- As our customers look to us to provide an ever-widening array of
outsourced services, we continue to build our core business with
emerging business opportunities, such as turnkey gas treatment, gas
measurement and power generation sales and services. As with
compression, these emerging businesses are increasingly being
outsourced by industry participants and represent an additional
opportunity to gain incremental revenue from current and potential
customers.
. Exploit International Opportunities: We believe international markets
represent one of the greatest growth opportunities for our business.
Although our international horsepower has grown significantly over the
last six years, we continue to believe that the market is drastically
under-served. Of total
proven worldwide reserves, 97% are located outside the United States. We
believe that the implementation of international environmental and
conservation laws preventing the flaring of natural gas and encouraging
the use of gas-fired electric power generation, coupled with increased
worldwide energy consumption, will continue to drive use of compression
by international energy companies. In addition, we typically see higher
pricing relative to the domestic market in international markets. At
September 30, 2002, we had 839,000 horsepower in service
internationally, or 23% of total horsepower. International horsepower
provided approximately 36% of the rental revenue for the nine months
ended September 30, 2002 and approximately 33% of the rental revenue for
the year ended December 31, 2001. Moreover, international oil and gas
companies have traditionally purchased compression equipment, but over
the past decade, the international energy producers have increasingly
chosen to fulfill their compression requirements through outsourcing. We
believe we are well positioned to exploit the opportunity created by
these international trends.
. Continue to Expand in our Existing Domestic Markets: Since 1992, the
percentage of aggregate compression horsepower outsourced by the
industry has increased from nearly 20% to approximately 35% to 38% in
2001. This move to outsourcing has been driven by, among other things,
the desire of producers and distributors of natural gas to: (1) maximize
production revenue by improving mechanical run-time and reducing
equipment maintenance and personnel costs; (2) increase capital
available for other uses; and (3) improve operating flexibility by
exploiting the rental company's greater asset base and extensive field
service organization to efficiently resize compressor units to meet
changing reservoir conditions. We believe the breadth and quality of our
services, the depth of our customer relationships and our presence
throughout the gas producing regions of the United States position us to
capture additional outsourced business.
. Focus on High Horsepower Units: The high horsepower compression
segment, comprised of units of greater than 500 horsepower, is the
fastest growing segment of the rental compression market. These units
are typically installed on larger wells, gathering systems and
processing and treating facilities whose size and generally more
attractive unit economics largely insulate them from declining commodity
prices. As a result, compressors in this segment tend to realize higher
utilization rates. The greater technical requirements of these larger
systems enable us to differentiate our compression products and services
and to offer related products and services. In addition, most
compressors installed internationally are high horsepower units. As of
September 30, 2002, approximately 78% of our aggregate horsepower
consists of high horsepower compression units. We believe the breadth of
our experience, the quality of our service and of our compressor
production and treatment equipment fabrication operations and our
international experience will enable us to continue to succeed in this
segment of the market.
. Capture Acquisition Leaseback Opportunities: We believe that as of
December 31, 2001, U.S. energy producers, transporters and processors
directly owned and operated approximately 65% of the total U.S.
compression market. In recent years, more companies have been
outsourcing their compression operations in order to improve their
financial and operating results. We also offer energy producers,
transporters and processors the opportunity to outsource their
operations and reallocate capital to core
88
activities through our acquisition leaseback program, whereby we
purchase in-place compression equipment and lease the equipment back to
the former owner under long-term operating and maintenance contracts. We
believe that our extensive geographic reach and our experience with a
wide range of compression equipment and operating conditions give us a
competitive advantage in capturing acquisition leaseback opportunities.
Between January 1, 1999 and September 30, 2002, we executed acquisition
leaseback transactions for approximately 437 compression units totaling
250,000 horsepower.
. Selectively Pursue Industry Acquisitions: Since 1992, we have acquired
over three dozen small, well-established, regional companies providing
compressor rental and related services while delivering superior
financial results. In addition, we completed four sizable acquisitions
of compression companies: PAMCO Services International and the
compression services division of Dresser-Rand Company in 2000, OEC
Compression Corporation in March 2001 and the gas compression business
of Schlumberger in August 2001. We also pursue acquisitions to expand
our offerings of related products and services and extend our geographic
scope, such as our June 2000 acquisition of Applied Process Solutions,
Inc., a leader in the design, fabrication and installation of natural
gas treating and processing equipment.
. Capitalize on our Decentralized Management and Operating Structure: We
utilize a decentralized management and operating structure to provide
superior customer service in a relationship-driven, service-intensive
industry. We believe that our regionally based network, local presence,
experience and in-depth knowledge of customers' operating needs and
growth plans provide us with significant competitive advantages and
drive internal growth. To maintain this regional strength and to create
incentives to attract, motivate and retain an entrepreneurial, highly
experienced management team, since 1992 we have offered equity ownership
and stock option programs to create incentives for certain of our
employees.
We believe the successful execution of our growth strategy, combined with
our focus on and leadership position in the compression industry, will enable
us to continue to differentiate our company and drive future growth and
profitability.
Industry Overview
Gas Compression
Typically, compression is required several times during the natural gas
production cycle: at the wellhead, at the gathering lines, into and out of gas
processing facilities, into and out of storage and throughout the intrastate
and interstate pipelines.
Over the life of an oil or gas well, natural reservoir pressure and
deliverability typically decline as reserves are produced. As the natural
reservoir pressure of the well declines below the line pressure of the gas
gathering or pipeline system used to transport the gas to market, gas no longer
naturally flows into the pipeline. It is at this time that compression
equipment is applied to economically boost the well's production levels and
allow gas to be brought to market.
In addition to such wellhead and gas field gathering activities, natural gas
compressors are utilized in a number of other applications, most of which are
intended to enhance the productivity of oil and gas wells, gas transportation
lines and processing plants. Compressors are used to increase the efficiency of
a low capacity gas field by providing a central compression point from which
the gas can be removed and injected into a pipeline for transmission to
facilities for further processing. As gas is transported through a pipeline,
compression equipment is applied to allow the gas to continue to flow in the
pipeline to its destination. Additionally, compressors are utilized to
re-inject associated gas to lift liquid hydrocarbons artificially which
increases the rate of crude oil production from oil and gas wells. Furthermore,
compression enables gas to be stored in underground
89
storage reservoirs for subsequent extraction during periods of peak demand.
Finally, compressors are often utilized in combination with oil and gas
production equipment to process and refine oil and gas into higher value added
and more marketable energy sources, as well as, used in connection with
compressed natural gas vehicle fueling facilities providing an alternative to
gasoline.
Changing well and pipeline pressures and conditions over the life of a well
often require producers to reconfigure or change their compressor units to
optimize the well production or pipeline efficiency. Due to the technical
nature of the equipment, a dedicated local parts inventory, a diversified fleet
of natural gas compressors and a highly trained staff of field service
personnel are necessary to perform such functions in the most economic manner.
These requirements, however, have typically proven to be an extremely
inefficient use of capital and manpower for independent natural gas producers
and have caused such firms, as well as natural gas processors and transporters,
to increasingly outsource their non-core compression activities to specialists
such as Hanover.
The advent of rental and contract compression roughly 40 years ago made it
possible for natural gas producers, transporters and processors to improve the
efficiency and financial performance of their operations. Compressors leased
from specialists generally have a higher rate of mechanical reliability and
typically generate greater productivity than those owned by oil and gas
operators. Furthermore, because compression needs of a well change over time,
outsourcing of compression equipment enables an oil and gas producer to better
match variable compression requirements to the production needs throughout the
life of the well. Also, certain major domestic oil companies are seeking to
streamline their operations and reduce their capital expenditures and other
costs. To this end, they have sold certain domestic energy reserves to
independent energy producers and are outsourcing facets of their operations. We
believe that such initiatives are likely to contribute to increased rentals of
compressor equipment.
Natural gas compressor fabrication involves the design, fabrication and sale
of compressors to meet the unique specifications dictated by the well pressure,
production characteristics and the particular applications for which
compression is sought. Compressor fabrication is essentially an assembly
operation in which an engine, compressor, control panel, cooler and necessary
piping are attached to a frame called a "skid." A fabricator typically
purchases the various compressor components from third party manufacturers, but
employs its own engineers and design and labor force.
In order to meet customers' needs, gas compressor fabricators typically
offer a variety of services to their customers including: (1) engineering,
fabrication and assembly of the compressor unit; (2) installation and testing
of the unit; (3) ongoing performance review to assess the need for a change in
compression; and (4) periodic maintenance and replacement parts supply.
Production Equipment
Oil and gas reserves are generally not commercially marketable as produced
at the wellhead. Typically, such reserves must be refined before they can be
transported to market. Oil and gas production equipment is utilized to separate
and treat such oil and gas immediately after it is produced in order to
facilitate further processing, transportation and sale of such fuels and
derivative energy sources. Oil and gas production equipment is typically
installed at the wellhead immediately prior to commencing the large scale
production phase of a well and remains at the site through the life of the well.
Market Conditions
We believe that the most fundamental force driving the demand for gas
compression and production equipment is the growing consumption of natural gas.
As more gas is consumed, the demand for compression and production equipment
increases. In addition, we expect the demand for liquefied natural gas,
compressed natural gas and liquefied petroleum gas to continue to increase and
result in additional demand for our compression equipment and related services.
Although natural gas has historically been a more significant source of
energy in the United States than in the rest of the world, we believe that
aggregate foreign natural gas consumption (excluding the former Soviet Union)
has recently grown. Despite significant growth in energy demand, most non-U.S.
energy
90
markets, until recently, have typically lacked the infrastructure necessary to
transport natural gas to local markets, and natural gas historically has been
flared at the wellhead. Given recent environmental legislation and the
construction of numerous natural gas-fueled power plants built to meet
international energy demand, we believe that international compression markets
are experiencing growth.
Natural gas is considered to be the "fuel of the future" because it provides
the best mix of environmental soundness, economy and availability of any energy
source. Rising worldwide energy demand, environmental considerations, the
further development of the natural gas pipeline infrastructure and the
increasing use of natural gas as a fuel source in power generation are the
principal reasons for this growth.
While gas compression and production equipment typically must be highly
engineered to meet demanding and unique customer specifications, the
fundamental technology of such equipment has been stable and has not been
subject to significant technological change.
Property
The following table describes the material facilities owned or leased by
Hanover and its subsidiaries as of September 30, 2002:
Square
Location Feet Status Uses
-------- ------- ------ -------------------------------------------------
Houston, Texas........ 192,000 Owned Corporate headquarters and compressor fabrication
Yukon, Oklahoma....... 11,700 Owned Office and compressor maintenance
Pocola, Oklahoma...... 8,000 Owned Office and compressor maintenance
Midland, Texas........ 12,000 Owned Office and compressor maintenance
Davis, Oklahoma....... 345,000 Owned Compressor fabrication
Kilgore, Texas........ 16,750 Owned Office and compressor maintenance
Columbus, Texas....... 210,000 Owned Production equipment manufacturing
Broussard, Louisiana.. 35,000 Owned Office and compressor maintenance
Farmington, New Mexico 37,500 Owned Office and compressor maintenance
Broken Arrow, Oklahoma 134,570 Owned Office and compressor fabrication
Tulsa, Oklahoma....... 40,000 Owned Production equipment manufacturing
Aldridge, Walsall, UK. 33,700 Owned Office and compressor maintenance
Alberta, Canada....... 78,000 Owned Office and compressor maintenance
Houston, Texas........ 137,000 Owned Office and compressor fabrication
Houston, Texas........ 190,000 Owned Compressor fabrication
Victoria, Texas....... 19,000 Leased Office and compressor maintenance
Neuquen, Argentina.... 32,900 Leased Office and compressor maintenance
El Tigre, Venezuela... 14,300 Leased Office and compressor maintenance
Patio Ocana, Venezuela 26,700 Leased Office and compressor maintenance
Hanover's executive offices are located at 12001 North Houston Rosslyn,
Houston, Texas 77086 and its telephone number is (281) 447-8787.
HCLP's executive offices are located at 12001 North Houston Rosslyn,
Houston, Texas 77086 and its telephone number is (281) 447-8787.
Business Segments
Our revenues and income are derived from five business segments (comprising
four operating divisions): (a) domestic rentals; (b) international rentals; (c)
compressor and accessory fabrication; (d) production and
91
processing equipment fabrication; and (e) parts, service and used equipment.
The domestic and international compression rentals segments have operations
primarily in the United States, Canada and South America. For financial data
relating to our business segments, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations of Hanover Compressor Company and
Hanover Compression Limited Partnership" and the notes to our consolidated
financial statements included or incorporated by reference in this prospectus.
Compression Services and Compressor and Accessory Fabrication
We provide our customers with a full range of compressor and associated
equipment sales, rental, maintenance and contract compression services. As of
September 30, 2002, our gas compressor fleet consisted of 7,175 units, ranging
from 24 to 4,450 horsepower per unit. The size, type and geographic diversity
of this rental fleet enable us to provide our customers with a range of
compression units that can serve a wide variety of applications and to select
the correct equipment for the job, rather than trying to "fit" the job to its
fleet of equipment.
We base our gas compressor rental rates on several factors, including the
cost and size of the equipment, the type and complexity of service desired by
the customer, the length of the contract, and the inclusion of any other
services desired, such as installation, transportation and the degree of daily
operation. Substantially all of our units are operated pursuant to "contract
compression" or "rental with full maintenance" contracts under which we perform
all maintenance and repairs on such units while under contract. In the U.S.
onshore market, compression rental fleet units are generally leased under
contract with minimum terms of six months to two years, which convert to
month-to-month at the end of the stipulated minimum period. Historically, the
majority of our customers have extended the length of their contracts, on a
month-to-month basis, well beyond the initial term. Typically, our compression
rental units utilized in offshore and international applications carry
substantially longer lease terms than those for onshore domestic applications.
An essential element to our success is our ability to provide compression
services to customers with contractually committed compressor run-times of
between 95% and 98%. Historically, our incidence of failing to meet run-time
commitments (the penalty for which is paid in credits to the customer's
account) has been insignificant, due largely to our rigorous preventive
maintenance program and extensive field service network which permits us to
promptly address maintenance requirements. Our rental compressor maintenance
services are performed by over 2,300 experienced and factory-trained
maintenance personnel both at our facilities and in the field. Such maintenance
facilities are situated in close proximity to actual rental fleet deployment to
permit superior service response times.
All rental fleet units are serviced at manufacturers' recommended
maintenance intervals, modified as required by the peculiar characteristics of
each individual job and the actual operating experience of each compressor
unit. Prior to the conclusion of any rental job, our field management evaluates
the condition of the equipment and, where practical, corrects any problems
before the equipment is shipped out from the job site. Although natural gas
compressors generally do not suffer significant technological obsolescence,
they do require routine maintenance and periodic refurbishing to prolong their
useful life. Routine maintenance includes alignment, compression checks and
other parametric checks that indicate a change in the condition of the
equipment. In addition, oil and wear-particle analysis is performed on all
units prior to their redeployment at specific compression rental jobs.
Overhauls are done on a condition-based interval instead of a time-based
schedule. In our experience, these rigorous procedures maximize component life
and unit availability and minimize avoidable downtime. Typically, we overhaul
each rental compressor unit for general refurbishment every 36 to 48 months and
anticipate performing a comprehensive overhaul of each rental compressor unit
every 60 to 72 months. This maintenance program has provided us with a highly
reliable fleet of compressors in excellent condition.
Our field service mechanics provide all operating and maintenance services
for our compression units leased on a contract compression or full maintenance
basis and are on-call 24 hours a day. Those field personnel receive
92
regular mechanical and safety training both from our staff and our vendors.
Each of our field mechanics is responsible for specific compressor unit
installations and has at his or her disposal a dedicated local parts inventory.
Additionally, each field mechanic operates from a fully-equipped service
vehicle. Each mechanic's field service vehicle is radio or cellular telephone
equipped which allows that individual to be our primary contact with the
customer's field operations staff and to be contacted at either his or her
residence or mobile phone 24 hours a day. Accordingly, our field service
mechanics are given the responsibility to promptly respond to customer service
needs as they arise based on the mechanic's trained judgment and field
expertise.
We believe our competitive position has benefited from the managerial parity
that our sales and field service organizations enjoy within the company,
enabling these two vital organizations to work together in a highly coordinated
fashion in order to deliver maximum customer service, responsiveness and
reliability. The foundation for our successful field operations effort is the
experience and responsiveness of our over 2,300 member compressor rental field
service and shop staff of factory-trained and field-tested compressor
mechanics. Our field service mechanics are coordinated and supported by
regional operations managers who have supervisory responsibility for specific
geographic areas.
Our compressor and accessory fabrication operations, doing business as
Hanover Maintech, Hanover-Davis, Hanover Dresser-Rand and Production Operators,
design, engineer and assemble compression units and accessories for sale to
third parties as well as for placement in our compressor rental fleet. As of
September 30, 2002, we had a compressor unit fabrication backlog for sale to
third parties of $20.4 million compared to $43.4 million as of September 30,
2001. We believe that the decrease in backlog is attributable to weaker market
conditions, generally, which we believe are in part attributable to the
decrease in the price of natural gas in late 2001 and a contraction of capital
spending and investing as a result of the U.S. economic recession. The
twelve-month rolling average Henry Hub natural gas price decreased to $2.83 per
Mcf as of September 2002 from $4.97 per Mcf as of September 2001. The
twelve-month rolling average Henry Hub natural gas price was $4.26 per Mcf as
of December 2001 and $3.88 per Mcf as of December 2000. Substantially all
backlog is expected to be produced within a 90 to 180 day period. In general,
units to be sold to third parties are assembled according to each customer's
specifications and sold on a turnkey basis. We acquire major components for
these compressor units from third party suppliers.
Oil and Gas Production Equipment
Through our divisions doing business as Hanover Smith and Hanover Applied
Process Solutions, we design, engineer, fabricate and either sell or
occasionally rent a broad range of oil and gas production equipment designed to
heat, separate, dehydrate and measure crude oil and natural gas. Our product
line includes line heaters, oil and gas separators, glycol dehydration units
and skid-mounted production packages designed for both onshore and offshore
production facilities. We generally maintain standard product inventories in
excess of $5.0 million and are therefore able to meet most customers' rapid
response requirements and minimize customer downtime. As of September 30, 2002,
we had a production equipment fabrication backlog of $49.4 million compared to
$50.1 million as of September 30, 2001. Substantially all backlog is expected
to be produced within a 90 to 180 day period. We also purchase and recondition
used production equipment which is then sold or rented.
Parts and Service
We purchase and recondition used gas compression units, power generation and
treating facilities and production equipment which is then sold or rented to
customers. In addition, we often provide contract operations and related
services for customers that prefer to own their production, gas treating, power
generation or compression equipment. We believe that we are particularly well
qualified to provide these services because our highly experienced operating
personnel have access to the full range of our compression rental, production
processing equipment and power generation equipment and facilities. As
customers look to us to provide an ever-widening array of outsourced services,
we will continue to build our core business with emerging business
opportunities, such as turnkey gas treatment, gas measurement and power
generation sales and services.
93
Market and Customers
Our customer base consists of over 1,500 U.S. and international companies
engaged in all aspects of the oil and gas industry, including major integrated
oil and gas companies, national oil and gas companies, large and small
independent producers and natural gas processors, gatherers and pipelines.
Additionally, we have negotiated strategic alliances or preferred vendor
relationships with key customers pursuant to which we receive preferential
consideration in customer compressor and oil and gas production equipment
procurement decisions in exchange for providing enhanced product availability,
product support, automated procurement practices and limited pricing
concessions. No individual customer accounted for more than 10% of our
consolidated revenues during 2001 or 2000. We acquired POI in 2001. POI, which
was previously part of the gas compression business of Schlumberger, generated
49% of its revenues in 2001 from its three largest customers. On a pro forma
basis, these three customers would have accounted for a total of approximately
10% of our revenues in 2001.
Our compressor leasing activities are located throughout the continental
United States, internationally and in offshore operations. International
locations include Tunisia, Nigeria, Argentina, Barbados, Egypt, Equatorial
Guinea, India, Venezuela, Colombia, Trinidad, Bolivia, Brazil, Mexico,
Indonesia, Spain, Nigeria, United Kingdom and Canada. In addition, we have
representative offices in the Netherlands, China and the Cayman Islands. As of
September 30, 2002, equipment representing approximately 23% of our compressor
horsepower was being used in international applications.
Sales and Marketing
Our more than 130 salespeople report to our Director of Worldwide Sales, who
reports to our President and Chief Executive Officer. Our salespeople
aggressively pursue the rental and sale market for compressors and production
equipment in their respective territories. Each salesperson is assigned a
customer list on the basis of the experience and personal relationships of the
salesperson and the individual service requirements of the customer. This
customer and relationship-focused strategy is communicated through frequent
direct contact, technical presentations, print literature, print advertising
and direct mail. Our advertising and promotion strategy is a "concentrated"
approach, tailoring specific messages into a very focused presentation
methodology.
Additionally, our salespeople coordinate with each other to effectively
pursue customers who operate in multiple regions. The salespeople maintain
intensive contact with our operations personnel in order to promptly respond to
and satisfy customer needs. Our sales efforts concentrate on demonstrating our
commitment to enhancing the customer's cash flow through superior product
design, fabrication, installation, customer service and after-market support.
Upon receipt of a request for proposal or bid by a customer, we assign a
team of sales, operations and engineering personnel to analyze the application
and prepare a quotation, including selection of the equipment, pricing and
delivery date. The quotation is then delivered to the customer, and, if we are
selected as the vendor, final terms are agreed upon and a contract or purchase
order is executed. Our engineering and operations personnel also often provide
assistance on complex compressor applications, field operations issues or
equipment modifications.
Competition
We believe that we are currently the largest natural gas compression company
in the United States on the basis of aggregate rental horsepower. However, the
natural gas compression services and fabrication business is highly
competitive. Overall, we experience considerable competition from companies who
may be able to more quickly adapt to changes within our industry and changes in
economic conditions as a whole, more readily take advantage of acquisition and
other opportunities and adopt more aggressive pricing policies.
94
Compressor industry participants can achieve significant advantages through
increased size and geographic breadth. As the number of rental units increases
in a rental fleet, the number of sales, engineering, administrative and
maintenance personnel required does not increase proportionately. As a result,
due to economies of scale, companies such as Hanover with larger rental fleets
have relatively lower operating costs and higher margins than smaller companies.
One of the significant cost items in the compressor rental business is the
amount of inventory required to service rental units. Each rental company must
maintain a minimum amount of inventory to stay competitive. As the size of the
rental fleet increases, the required amount of inventory does not increase in
the same proportion. The larger rental fleet companies can generate cost
savings through improved purchasing power and vendor support.
We believe that we compete effectively on the basis of price, customer
service, including the availability of personnel in remote locations,
flexibility in meeting customer needs and quality and reliability of our
compressors and related services. The compressor fabrication business is
dominated by a few major competitors, some of which also compete with us in the
compressor rental business. We believe that we are the largest compressor
fabrication company in the United States.
The production equipment business is a highly fragmented business with
approximately eight substantial U.S. competitors. Although sufficient
information is not available to definitively estimate our relative position in
this market, we believe that we are among the top three oil and gas production
equipment fabricators in the United States.
Fabrication and Materials
Our fabrication operations consist of fabricating compressor and production
and processing equipment from components and subassemblies, most of which we
acquire from a wide range of vendors. These components represent a significant
portion of the cost of our compressor and production and processing equipment
products. Although our products are generally shipped within 180 days following
order date, increases in raw material costs cannot always be offset by
increases in our products' sales prices. We believe that all materials and
components are readily available from multiple suppliers at competitive prices.
Government Regulation
We are subject to various federal, state, local and foreign laws and
regulations relating to the environment, health and safety, including
regulations regarding air emissions, wastewater and stormwater discharges, as
well as waste handling and disposal. In addition, certain of our customer
service arrangements may require us to operate, on behalf of a specific
customer, petroleum storage units such as underground tanks, or pipelines and
other regulated units, all of which may impose additional compliance
obligations. Certain states have or are considering, and the federal government
has recently passed, more stringent air emission controls on off-road engines.
These laws and regulations may affect the costs of our operations. As with any
owner of property, we are also subject to clean-up costs and liability for
hazardous materials or any other toxic or hazardous substance that may exist on
or under any of our properties.
We believe that we are in substantial compliance with environmental laws and
regulations and that the phasing in of recent non-road engine air emission
controls and other known regulatory requirements at the rate currently
contemplated by such laws and regulations will not have a material adverse
effect on our business, consolidated financial condition, results of operations
or cash flows.
95
Notwithstanding, we may not be in compliance with certain environmental
requirements for recently acquired facilities, in part because of our rapid
growth through acquisitions. With respect to newly-acquired facilities, it is
our practice to investigate environmental compliance issues and address any
issues promptly. We cannot be certain, however, that all such issues are
completely resolved in accordance with applicable environmental regulations
prior to our taking over operations, although it is our goal to correct any
deficiencies as quickly as possible.
The Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), also known as the "Superfund" law, imposes liability, without
regard to fault or the legality of the original conduct, on persons who are
considered to be responsible for the release of a "hazardous substance" into
the environment. These persons include the owner or operator of the facility or
disposal site or sites where the release occurred and companies that disposed
or arranged for the disposal of the hazardous substances. Under CERCLA, and
similar state laws, such persons may be subject to joint and several liability
for the costs of cleaning up the hazardous substances that have been released
into the environment, for damages to natural resources, and for the costs of
certain health studies. Furthermore, it is not uncommon for neighboring
landowners and other third parties to file claims for personal injury and
property damage allegedly caused by hazardous substances or other pollutants
released into the environment. We are not currently under any order requiring
that we undertake or pay for any cleanup activities, nor are we aware of any
current environmental claims by the government or private parties against us
demanding remedial costs or alleging that we are liable for such costs.
However, we cannot be certain that we will not receive any such claims in the
future.
The Resource Conservation and Recovery Act ("RCRA"), and regulations
promulgated thereunder, govern the generation, storage, transfer and disposal
of hazardous wastes. We must comply with RCRA regulations for any of our
operations that involve the generation, management or disposal of hazardous
wastes (such as painting activities or the use of solvents). In addition, to
the extent we operate underground tanks on behalf of specific customers, such
operations may be regulated under RCRA. We believe we are in substantial
compliance with RCRA and are not aware of any current claims against us
alleging RCRA violations. We cannot be certain, however, that we will not
receive such notices of potential liability in the future.
Stricter standards in environmental legislation that may affect us may be
imposed in the future, such as more stringent air emission requirements or
proposals to make hazardous wastes subject to more stringent and costly
handling, disposal and clean-up requirements. While we may be able to pass on
the additional costs of complying with such laws to our customers, there can be
no assurance that attempts to do so will be successful. Accordingly, new laws
or regulations or amendments to existing laws or regulations might require us
to undertake significant capital expenditures and otherwise have a material
adverse effect on our business, consolidated financial condition, results of
operations or cash flows.
Foreign Operations
We operate in many different geographic markets, some of which are outside
the United States. Changes in local economic or political conditions,
particularly in Venezuela, Argentina, other parts of Latin America or Canada,
could have a material adverse effect on our business, consolidated financial
condition, results of operations or cash flows. Additional risks inherent in
our international business activities include the following: (a) difficulties
in managing international operations; (b) unexpected changes in regulatory
requirements; (c) tariffs and other trade barriers which may restrict our
ability to enter into new markets; (d) changes in political conditions; (e)
potentially adverse tax consequences; (f) restrictions on repatriation of
earnings or expropriation of property; (g) the burden of complying with foreign
laws; and (h) fluctuations in currency exchange rates and the value of the U.S.
dollar.
96
As part of our acquisition of the gas compression business of Schlumberger,
we acquired minority interests in three joint ventures in Venezuela. As a
minority investor in these joint ventures, we will not be able to control their
operations and activities, including without limitation, whether and when they
distribute cash or property to their holders. For financial data relating to
the Company's geographic concentrations, see the notes to our consolidated
financial statements included or incorporated by reference in this prospectus.
Employees
As of September 30, 2002, we had approximately 4,750 employees,
approximately 52 of whom are represented by a labor union. We believe that our
relations with our employees are satisfactory.
Legal Proceedings
Commencing in February 2002, approximately 15 putative securities class
action lawsuits were filed against us and certain of our officers and directors
in the United States District Court for the Southern District of Texas. These
class actions have been consolidated into one case, Pirelli Armstrong Tire
Corporation Retiree Medical Benefits Trust, On Behalf of Itself and All Others
Similarly Situated, Civil Action No. H-02-CV-0410, naming as defendants Hanover
Compressor Company, Mr. Michael J. McGhan, Mr. William S. Goldberg and Mr.
Michael A. O'Connor. The plaintiffs in the securities actions purport to
represent purchasers of our common stock during various periods ranging from
May 15, 2000 through January 28, 2002. The complaints assert various claims
under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and seek
unspecified amounts of compensatory damages, interest and costs, including
legal fees. Motions are pending for appointment of lead plaintiff(s). A
consolidated complaint is due 30 days after the Court appoints lead
plaintiff(s).
Commencing in February 2002, four derivative lawsuits were filed in the
United States District Court for the Southern District of Texas, two derivative
lawsuits were filed in state district court for Harris County, Texas (one of
which was nonsuited and the second of which was removed to Federal District
Court for the Southern District of Texas) and one derivative lawsuit was filed
in the Court of Chancery for the State of Delaware in and for New Castle
County. The derivative actions in the United States District Court for the
Southern District of Texas were consolidated on August 19 and August 26, 2002.
Motions are currently pending for appointment of lead counsel in the
consolidated derivative actions in the Southern District of Texas. The pending
derivative lawsuits are:
Plaintiff Defendants Civil Action No. Court Date Instituted
- ------------------------- ---------------------- ---------------- ---------------------- ---------------
Harbor Finance Partners, Michael J. McGhan, H-02-0761 United States District 3/01/02
derivatively on behalf of William S. Goldberg, Court for the Southern
Hanover Compressor Ted Collins, Jr., District of Texas
Company Robert R. Furguson,
Melvyn N. Klein,
Michael A. O'Connor,
Alvin V. Shoemaker,
Defendants and Hanover
Compressor Company,
Nominal Defendant
Roger Koch, Michael A. O'Connor, H-02-1332 United States District 4/10/02
derivatively on behalf of William S. Goldberg, Court for the Southern
Hanover Compressor Melvyn N. Klein, consolidated District of Texas
Company Michael J. McGhan, with H-02-0761
Ted Collins, Jr., on 8/19/02
Robert R. Furguson,
Rene J. Huck,
Alvin V. Shoemaker,
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
97
Plaintiff Defendants Civil Action No. Court Date Instituted
- ------------------ ----------------------- ---------------- ------------------------- ---------------
Henry Carranza, Michael A. O'Connor, H-02-1430 United States District 4/18/02
derivatively on William S. Goldberg, Court for the Southern
behalf of Hanover Melvyn N. Klein, District of Texas
Compressor Company Michael J. McGhan,
Ted Collins, Jr., consolidated
Robert R. Furguson, with H-02-0761
Rene J. Huck, on 8/19/02
Alvin V. Shoemaker,
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
William Steves, Michael A. O'Connor, H-02-1527 United States District 4/27/02
derivatively on William S. Goldberg, Court for the Southern
behalf of Hanover Melvyn N. Klein, District of Texas
Compressor Company Michael J. McGhan,
Ted Collins, Jr., consolidated
Robert R. Furguson, with H-02-0761
Rene J. Huck, on 8/19/02
Alvin V. Shoemaker,
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
John B. Hensley, Michael J. McGhan, H-02-2994 270th Judicial District, 6/20/02
Jr., derivatively William S. Goldberg, Harris County, Texas;
on behalf of Michael A. O'Conner removed to the United
Hanover Compressor Ted Collins, Jr., consolidated States District Court
Company Alvin Shoemaker, with H-02-0761 for the Southern
Robert R. Furguson, as of 8/26/02 District of Texas on
Melvyn N. Klein, August 9, 2002
Charles D. Erwin, and
PricewaterhouseCoopers
LLP, Defendants and
Hanover Compressor
Company, Nominal
Defendant
Coffelt Family, Michael A. O'Connor, 19410-NC Court of Chancery for the 2/15/02
LLC, derivatively Michael J. McGhan, State of Delaware in and
on behalf of William S. Goldberg, for New Castle County
Hanover Compressor Ted Collins, Jr.,
Company Melvyn N. Klein,
Alvin V. Shoemaker,
and Robert R. Furguson,
Defendants and Hanover
Compressor Company,
Nominal Defendant
These derivative lawsuits, which were filed by certain of our shareholders
against our Board of Directors purportedly on behalf of the Company, allege,
among other things, that our directors breached their fiduciary duties to
shareholders and seek unspecified amounts of damages, interest and costs,
including legal fees. The Board of Directors has formed a Special Litigation
Committee to address the issues raised by the derivative suits. Subject to the
work of that Committee and its instructions, we intend to defend these cases
vigorously.
The putative class action securities lawsuit and the derivative lawsuits are
at an early stage. Consequently, it is premature at this time to predict
liability or to estimate the damages, or the range of damages, if any, that we
might incur in connection with such actions, or whether an adverse outcome
could have a material adverse effect on our business, consolidated financial
condition, results of operations or cash flows.
98
On November 14, 2002, the Securities and Exchange Commission issued a Formal
Order of Private Investigation relating to the matters involved in the
restatements of our financial statements. We are cooperating fully with the
Fort Worth District Office staff of the Securities and Exchange Commission. It
is too soon to determine whether the outcome of this investigation will have a
material adverse effect on our business, consolidated financial condition,
results of operations or cash flows.
We are involved in various other legal proceedings that are considered to be
in the normal course of business. We believe that these proceedings will not
have a material adverse effect on our business, consolidated financial
condition, results of operations or cash flows.
99
MANAGEMENT OF HANOVER COMPRESSOR COMPANY
The following table sets forth information concerning our directors and
executive officers, including their ages as of October 31, 2002:
Name Age Position
- ---- --- --------
Victor E. Grijalva. 64 Chairman of the Board of Directors
Chad C. Deaton..... 49 President, Chief Executive Officer and Director
John E. Jackson.... 44 Senior Vice President and Chief Financial Officer
Mark S. Berg....... 44 Senior Vice President, General Counsel and
Secretary
Robert O. Pierce... 43 Senior Vice President--Manufacturing &
Procurement
Michael A. O'Connor 67 Chairman Emeritus and Director
I. Jon Brumley..... 63 Director
Ted Collins, Jr.... 64 Director
Robert R. Furgason. 67 Director
Gordon T. Hall..... 43 Director
Rene Huck.......... 55 Director
Melvyn N. Klein.... 60 Director
Alvin V. Shoemaker. 64 Director
Victor E. Grijalva has served as a director of the Company since February
2002 and Chairman of the Board since March 2002. Mr. Grijalva is the Chairman
of Transocean Inc. and the former Vice Chairman of Schlumberger Ltd. Mr.
Grijalva began his career with Schlumberger in 1964 as a senior development
engineer. Mr. Grijalva served as President of Wireline and Testing in North
America and Executive Vice President of Oilfield Services before being
appointed Vice Chairman of Schlumberger in 1998. Mr. Grijalva retired from
Schlumberger on December 31, 2001 and is a member of the board of the American
Petroleum Institute.
Chad C. Deaton was named President and Chief Executive Officer of the
Company and as a director of the Company in August 2002. Mr. Deaton began his
professional career in 1976 as a field engineer in Vernal, Utah, with the
Dowell Division of Dow Chemical. He served as a district engineer in Grand
Junction, Colorado, 1979-1981, and regional sales manager in Denver for the
Rocky Mountain Region, 1981-1984. Following Schlumberger's acquisition of
Dowell in 1984, Mr. Deaton served in a variety of management positions in
Europe, Russia and the United States, including global vice president of Dowell
Drilling Fluids, 1993-1994; world-wide director of personnel for Wireline &
Testing in Paris, France, 1994-1995; and president of Dowell Schlumberger from
1995-1998 with global responsibility for 11,000 employees and $2 billion in
annual revenue. Mr. Deaton was executive vice president of Schlumberger
Oilfield Services from 1998-1999. From September 1999 to September 2001, Mr.
Deaton served as a Senior Advisor to Schlumberger Oilfield Services. Mr. Deaton
also serves as an officer and a director of certain of the Company's
subsidiaries.
John E. Jackson has served as Senior Vice President and Chief Financial
Officer since February 2002. Prior to joining the Company, Mr. Jackson served
as Vice President and Chief Financial Officer of Duke Energy Field Services
("DEFS"), a $10 billion joint venture of Duke Energy and Phillips Petroleum
that is one of the nation's largest producers and marketers of natural gas
liquids. Mr. Jackson joined DEFS as Vice President and Controller in April 1999
and was named Chief Financial Officer in February 2001. Prior to joining DEFS,
Mr. Jackson served in a variety of treasury, controller and accounting
positions at Union Pacific Resources between June 1981 and April 1999. Mr.
Jackson also serves as an officer and a director of certain of the Company's
subsidiaries.
100
Mark S. Berg has served as Senior Vice President, General Counsel and
Secretary of Hanover since May 2002. Prior to joining Hanover, Mr. Berg served
as Executive Vice President and General Counsel of American General Corporation
since 1997, where he played a major part in negotiating and overseeing mergers,
acquisitions and other strategic transactions. Prior to his employment at
American General Corporation, Mr. Berg was a partner at the law firm of Vinson
& Elkins. Mr. Berg also serves as an officer and a director of certain of the
Company's subsidiaries.
Robert O. Pierce has served as Senior Vice President--Manufacturing &
Procurement since October 2002. Prior to being named Senior Vice President, Mr.
Pierce had served as Senior Vice President-Manufacturing & Fabrication since
May 2000 and as a Vice President since April 1995. Mr. Pierce also serves as an
officer and director of certain subsidiaries of the Company.
Michael A. O'Connor was named Chairman Emeritus in March 2002. Mr. O'Connor
served as Chairman of the Board from January 1992 until March 2002. Prior
thereto, Mr. O'Connor served as President of Gas Compressors Inc. from 1965
through 1986 and was a private investor from January 1987 through December 1991.
I. Jon Brumley has served as a director of the Company since February 2002.
Mr. Brumley is the Chairman, Chief Executive Officer and a director of Encore
Acquisition Company, an independent energy company located in Fort Worth,
Texas. Prior to founding Encore Acquisition Company in 1998, Mr. Brumley served
Chairman and Chief Executive Officer of MESA, Inc., which merged with Parker
and Parsley in 1997 to become Pioneer Natural Resources Company. Mr. Brumley
has spent over thirty years in the oil and gas industry, including roles as
Chairman of Cross Timbers Oil Company and Southland Royalty Company.
Ted Collins, Jr. has served as a director of the Company since April 1992.
Mr. Collins has been the President of Collins & Ware Investments Company, a
private investment company, since June 2000. From 1988 to 2000 he was the
President of Collins & Ware, Inc., an independent oil and gas company. From
July 1982 through December 1987, Mr. Collins served as President of Enron Oil &
Gas Co. Mr. Collins also serves on the Board of Directors of Encore Acquisition
Co. and Chapparal Resources, Inc.
Robert R. Furgason has served as a director of the Company since May 1995.
Mr. Furgason is the President of Texas A&M University Corpus Christi, and has
held a series of faculty and administrative positions at various universities.
Mr. Furgason is the former President of the Accreditation Board for Engineering
and Technology Board of Directors, and also serves on a number of other
accreditation and policy boards.
Gordon T. Hall has served as a director of the Company since March 2002.
Prior to his election as a director of the Company, Mr. Hall was a Managing
Director at Credit Suisse First Boston. While at Credit Suisse First Boston,
Mr. Hall served as Senior Oil Field Services Analyst and Co-head of the global
energy group. Mr. Hall joined the First Boston Corporation in 1987 as a
technology analyst. Prior to that, Mr. Hall was an engineer with Raytheon
Corporation. Mr. Hall is a director of Hydril Company and certain privately
held companies.
Rene Huck has served as a director of the Company since August 2001. Mr.
Huck has been Vice President of Schlumberger Ltd. since April 2002. Mr. Huck
has been with Schlumberger since 1991. Prior to his current position, Mr. Huck
served as President of Camco International.
Melvyn N. Klein has served as a director of the Company since May 1991. Mr.
Klein is the sole stockholder of a corporation which is a general partner of
GKH Partners. Mr. Klein has been an attorney and counselor-at-law since 1968.
Mr. Klein is a director of Bayou Steel Corporation, Anixter International
Corporation and certain privately held companies.
Alvin V. Shoemaker has served as a director of the Company since May 1991
and has been a private investor since his retirement as Chairman of the Board
of the First Boston Corporation and First Boston, Inc. in January 1989.
101
SECURITY OWNERSHIP OF HANOVER COMPRESSOR COMPANY
The following table sets forth, as of October 31, 2002, the beneficial
ownership of the common stock of Hanover by (i) each person who is known by us
to beneficially own more than 5% of our outstanding common stock, (ii) each
director of Hanover, (iii) each executive officer of Hanover named in the
Summary Compensation Table and incorporated by reference herein from Hanover's
Definitive Proxy Statement, dated April 22, 2002, for the Annual Meeting of
Stockholders held on May 14, 2002, (iv) each current executive officer of
Hanover and (v) all current directors and executive officers of Hanover as a
group. Unless otherwise noted, the persons named in the table have sole voting
and investment power with respect to all shares shown as beneficially owned by
them. As of October 31, 2002, 80,452,856 shares of Hanover common stock were
issued and outstanding.
Number of
Shares Approximate
Beneficially Percent of
Name and Address Owned Class
---------------- ------------ -----------
Melvyn N. Klein..................................................... 18,274,795(1) 22.7%
Wells Fargo Tower, Suite 1940
615 North Upper Broadway
Corpus Christi, Texas 78477
GKH Investments, L.P................................................ 17,607,237 21.9%
200 West Madison
Chicago, Illinois 60606
Schlumberger Limited................................................ 8,707,693(2) 10.8%
153 East 53rd Street, 57th Floor
New York, New York 10022
GKH Partners, L.P................................................... 667,558(3) *
200 West Madison
Chicago, IL 60606
Michael A. O'Connor................................................. 1,936,495(4) 2.4%
Michael J. McGhan................................................... 546,556(5) *
William S. Goldberg................................................. 504,408(6) *
Charles D. Erwin.................................................... 121,134(7) *
Ted Collins, Jr..................................................... 332,536(8) *
Alvin V. Shoemaker.................................................. 293,966(9) *
Joe C. Bradford..................................................... 245,198(10) *
Robert O. Pierce.................................................... 142,654(11) *
Robert R. Furgason.................................................. 12,800(12) *
Victor E. Grijalva.................................................. 40,000 *
Chad C. Deaton...................................................... 10,000 *
John E. Jackson..................................................... -- *
Mark S. Berg........................................................ -- *
I. Jon Brumley...................................................... 15,000 *
Gordon T. Hall...................................................... 34,000 *
Rene Huck........................................................... -- *
All current directors and executive officers as a group (13 persons) 21,092,246(1)(4)(8) 25.6%
(9)(11)(12)
- --------
* Less than one percent
(1) Includes (i) 17,607,237 shares of common stock owned by GKH Investments,
L.P. and (ii) 667,558 shares of common stock owned by GKH Partners, L.P.
GKH Partners is the general partner of GKH Investments. Mr. Klein, who is a
director of Hanover, is the sole stockholder of a corporation which is a
general partner of GKH Partners. By virtue of his relationship to GKH
Partners L.P., Mr. Klein may be deemed to share
102
beneficial ownership of the shares of common stock owned by GKH Investments
and GKH Partners. Mr. Klein disclaims beneficial ownership of all shares
owned by GKH Investments and GKH Partners.
(2) Includes 51,491 shares of common stock owned by Schlumberger Technology
Corporation, 6,762,479 shares of common stock owned by Camco
International, Inc., 1,430,304 shares of common stock owned by
Schlumberger Surenco, S.A., 366,158 shares of common stock owned by
Schlumberger Oilfield Holdings, Ltd., and 97,261 shares of common stock
owned by Operational Services, Inc. Schlumberger Limited, as the direct or
indirect owner of all these entities, may be deemed to beneficially own
all 8,707,693 shares of common stock listed above.
(3) Excludes 17,607,237 shares of common stock owned by GKH Investments. GKH
Partners is the general partner of GKH Investments. As the general partner
of GKH Investments, GKH Partners may be deemed to be the beneficial owner
of stock held by GKH Investments; however, GKH Partners disclaims any such
beneficial ownership.
(4) Includes 1,382,038 shares which can be acquired immediately or within 60
days of October 31, 2002 through the exercise of stock options held by Mr.
O'Connor and 500,000 shares which can be acquired immediately or within 60
days of October 31, 2002 through the exercise of stock options held by the
Michael A. O'Connor and Karen L. O'Connor Foundation. Excludes 307,145
shares held by Goldman Sachs Exchange Place Fund, L.P., in which Mr.
O'Connor has an interest. Mr. O'Connor disclaims beneficial ownership of
such shares.
(5) Mr. McGhan resigned as President, Chief Executive Officer and Chairman of
the Board in August 2002. Includes 150 shares of common stock held by Mr.
McGhan's wife and 1,200 shares of common stock held by Mr. McGhan's two
minor children.
(6) Mr. Goldberg resigned as Chief Financial Officer in February 2002 and
resigned as Vice Chairman of the Board in July 2002. Excludes 80,832
shares of common stock owned by Mr. Goldberg's wife, Nancy K. Goldberg, as
trustee of the Nancy K. Goldberg Declaration of Trust, 3,900 shares of
Common Stock held in the William S. Goldberg Children's Trust and 32,476
shares owned by Mrs. Goldberg individually. Mr. Goldberg disclaims
beneficial ownership of all of such shares. Includes 300,000 shares which
can be acquired immediately or within 60 days of October 31, 2002 through
the exercise of stock options held by Mr. Goldberg.
(7) Mr. Erwin resigned as Chief Operating Officer and Senior Vice
President--Sales and Marketing in August 2002.
(8) Includes 2,094 shares which can be acquired immediately or within 60 days
of October 31, 2002 through the exercise of stock warrants held by Mr.
Collins. Excludes 4,000 shares held in trust for the benefit of Mr.
Collins' two minor children. Mr. Collins is the trustee of such trusts but
disclaims beneficial ownership of such shares.
(9) Excludes shares beneficially owned directly or indirectly by members of
Mr. Shoemaker's family as to which Mr. Shoemaker has no voting or
investment power. Excludes 34,190 shares held by Goldman Sachs Exchange
Place Fund, L.P., in which Mr. Shoemaker has an interest. Mr. Shoemaker
disclaims beneficial ownership of all such shares.
(10) Mr. Bradford resigned from his employment with Hanover in September 2002.
Includes 201,634 shares which can be acquired immediately or within 60
days of October 31, 2002 through the exercise of stock options held by Mr.
Bradford.
(11) Includes 112,600 shares which can be acquired immediately or within 60
days of October 31, 2002 through the exercise of stock options held by Mr.
Pierce.
(12) Excludes 400 shares owned by Mr. Furgason's wife. Mr. Furgason disclaims
beneficial ownership of all such shares.
103
HANOVER COMPRESSION LIMITED PARTNERSHIP
General
Hanover Compression Limited Partnership is a Delaware limited partnership
and an indirect wholly-owned subsidiary of Hanover. HCLP was formed on December
7, 2000 by the filing of a certificate of limited partnership with the
Secretary of State of the State of Delaware.
Limited Partnership Agreement
HCLP operates under a limited partnership agreement between Hanover
Compression General Holdings, LLC, a Delaware limited liability company and a
direct wholly-owned subsidiary of Hanover, as general partner (the "general
partner"), and HCL Holdings, LLC, a Delaware limited liability company and a
direct wholly-owned subsidiary of Hanover, as limited partner (the "limited
partner"). The general partner has exclusive control over the business of HCLP
and holds 1% of HCLP's partnership interests. The limited partner has no right
to participate in or vote on the business of HCLP and holds 99% of HCLP's
partnership interests. The profits and losses of HCLP are allocated to the
partners in accordance with their respective percentage interests in the
partnership. HCLP is obligated to indemnify each partner and its equity holder,
directors, officers, and employees against any liabilities or expenses arising
out of the activities of the partnership, except (i) for liabilities or
expenses incurred as a result of the gross negligence, willful misconduct or
bad faith of such person or a knowing and material violation of the limited
partnership agreement, (ii) as to which indemnification is barred by law or
(iii) as to its share as partner in any losses or expenses of the partnership.
Neither the general partner nor the limited partner may sell, transfer, assign
or encumber all or any part of its partnership interest or retire or withdraw
from the partnership, except with the written consent of the other partner.
Executive Officers and Managers of the General Partner
HCLP's executive officers are appointed by, and serve at the discretion of,
the general partner. HCLP has no directors. The managers of the general partner
are appointed by, and serve at the discretion of, Hanover, the sole member of
the general partner. Set forth below, as of October 31, 2002, are the names,
ages and business experience for the last five years of each of the executive
officers and the managers of the general partner.
Name Age Position
- ---- --- --------
Chad C. Deaton..................... 49 President and Chief Executive Officer;
Manager of the General Partner
John E. Jackson.................... 44 Senior Vice President and Chief
Financial Officer; Manager of the
General Partner
Robert O. Pierce................... 43 Senior Vice President--
Manufacturing & Fabrication;
Manager of the General Partner
CHAD C. DEATON has served as President and Chief Executive Officer of HCLP
since August 2002.
Mr. Deaton has served as Manager of the general partner since August 2002. Mr.
Deaton has served as President and Chief Executive Officer of Hanover and as a
director of Hanover since August 2002. Mr. Deaton began his professional career
in 1976 as a field engineer in Vernal, Utah, with the Dowell Division of Dow
Chemical. He served as a district engineer in Grand Junction, Colorado,
1979-1981, and regional sales manager in Denver for the Rocky Mountain Region,
1981-1984. Following Schlumberger's acquisition of Dowell in 1984, Mr. Deaton
served in a variety of management positions in Europe, Russia and the United
States, including global vice president of Dowell Drilling Fluids, 1993-1994;
world-wide director of personnel for Wireline & Testing in Paris, France,
1994-1995; and president of Dowell Schlumberger from 1995-1998 with global
responsibility for 11,000 employees and $2 billion in annual revenue. Mr.
Deaton was executive vice president of Schlumberger Oilfield Services from
1998-1999. From September 1999 to September 2001, Mr. Deaton served as a Senior
Advisor to Schlumberger Oilfield Services. Mr. Deaton also serves as an officer
and a director of certain of Hanover's other subsidiaries.
104
JOHN E. JACKSON has served as Senior Vice President and Chief Financial
Officer of HCLP and as Manager of the general partner since February 2002. Mr.
Jackson has also served as Senior Vice President--Chief Financial Officer of
Hanover since February 2002. Prior to joining Hanover, Mr. Jackson served as
Vice President and Chief Financial Officer of Duke Energy Field Services
("DEFS"), a $10 billion joint venture of Duke Energy and Phillips Petroleum
that is one of the nation's largest producers and marketers of natural gas
liquids. Mr. Jackson joined DEFS as Vice President and Controller in April 1999
and was named Chief Financial Officer in February 2001. Prior to joining DEFS,
Mr. Jackson served in a variety of treasury, controller and accounting
positions at Union Pacific Resources between June 1981 and April 1999,
including Chief Financial Officer--Gathering Processing & Marketing Division.
ROBERT O. PIERCE has served as Senior Vice President--Manufacturing &
Fabrication of HCLP and as Manager of the general partner since September 2002.
Mr. Pierce has also served as Senior Vice President--Manufacturing &
Procurement of Hanover since October 2002. Prior to being named Senior Vice
President, Mr. Pierce had served as Senior Vice President--Manufacturing &
Fabrication of Hanover since May 2000 and as a Vice President since April 1995.
Compensation of Executive Officers and Managers of the General Partner
HCLP's executive officers and the managers of the general partner do not
receive compensation for serving in such capacities in addition to that earned
with respect to services provided to Hanover and its consolidated subsidiaries.
As of December 31, 2001, Mr. Michael J. McGhan was the President and Chief
Executive Officer of HCLP and a Manager of the General Partner, Mr. William S.
Goldberg was the Executive Vice President and Treasurer of HCLP and a Manager
of the General Partner and Mr. Charles D. Erwin was a Manager of the General
Partner. Messrs. McGhan, Goldberg and Erwin resigned from these positions at
the same time they resigned from their positions with Hanover. Certain
information with respect to compensation paid by Hanover to such persons is
disclosed in Hanover's Definitive Proxy Statement, dated April 22, 2002, for
the Annual Meeting of Stockholders held on May 14, 2002, both of which are
incorporated by reference herein. See "Where You Can Find More Information" and
"Incorporation of Documents by Reference."
105
HANOVER EQUIPMENT TRUST 2001B
General
The Issuer is a special purpose Delaware business trust formed on August 16,
2001. The Issuer was created under a trust agreement between J.P. Morgan
Leasing, Inc., as initial certificate holder, and Wilmington Trust Company, as
trustee of the Issuer, by the filing of a certificate of trust with the
Secretary of State of the State of Delaware. The Issuer's original trust
agreement was amended and restated in its entirety as of August 30, 2001 and
the initial certificate holder assigned its interest to General Electric
Capital Corporation ("GE Capital") and was repaid its capital contribution.
GE Capital holds the Issuer's equity certificate. The equity certificate
represents a common undivided beneficial interest in the assets of the Issuer
with an aggregate liquidation amount equal to at least 3% of the total capital
of the Issuer. Although Hanover and its affiliates have had arms-length
business dealings with GE Capital and its affiliates in the past and may do so
in the future, none of these transactions have resulted in and are not expected
to result in any material conflict of interest between GE Capital and the
Issuer.
The address of the principal office of the Issuer is c/o Wilmington Trust
Company, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration, and its telecopy number is (302) 651-8882
Trust Agreement
The Issuer conducts its business pursuant to the terms of its trust
agreement. The Issuer exists for the exclusive purposes of:
. issuing the old notes and the new notes;
. issuing the equity certificates to the equity certificate holder;
. investing the gross proceeds of the old notes and the equity
certificates in the Equipment;
. entering into the Lease, a participation agreement and other ancillary
agreements relating to the financing of the Equipment (collectively, the
"Operative Agreements");
. distributing payments received under the Lease to the holders of the old
notes or the new notes, as the case may be, and the equity certificates;
and
. engaging in only those other activities necessary or incidental to such
purposes.
Pursuant to the trust agreement, the equity certificate holder authorized
the trustee of the Issuer to execute and deliver each of the Operative
Agreements to which the Issuer is a party and to take such other actions as
required by each of such Operative Agreements. The Issuer holds all legal right
and title in and to the Equipment, the equity certificate holder contributions,
the proceeds of the old notes, the Operative Agreements and any other property
or payment of any kind (collectively, the "Trust Estate") for the use and
benefit of the equity certificate holder.
The Issuer does not have officers or directors. The trustee of the Issuer
has a duty to protect and conserve the Trust Estate for the use and benefit of
the equity certificate holder, subject to the provisions of the Operative
Agreements. Subject to the terms of the trust agreement, the Operative
Agreements and applicable law, the trustee of the Issuer acts on behalf of the
Issuer solely as authorized and directed by the equity certificate holder. The
trustee of the Issuer may not otherwise manage or control the Trust Estate. The
trustee of the Issuer is indemnified by the equity certificate holder for any
liabilities or expenses that may be imposed on it arising out of or relating to
the Trust Estate, the administration of the Trust Estate, the Operative
Agreements or the Equipment. The equity certificate holder has the right to
appoint, remove or replace the trustee of the Issuer. Amendments to the trust
agreement must be approved in writing by a party (including, if applicable, the
106
indenture trustee) who would be adversely affected thereby. The trust agreement
and the trust will terminate and the Trust Estate will be distributed, subject
to the Operative Agreements, to the equity certificate holder upon the sale of
all property constituting the Trust Estate or after thirty years. In addition,
at any time after six months from the date on which the Lease is no longer in
effect, the trustee of the Issuer may terminate the trust agreement and the
Trust at its option and convey the Trust Estate to the equity certificate
holder.
Financing
To fund the purchase of the Equipment from HCLP, the Issuer issued $250
million aggregate principal amount of old notes and raised $7.8 million in
equity from the Issuer's equity certificate holder. Interest accrues on the
notes at the rate of 8.75% per year, payable semi-annually in arrears on March
1 and September 1 of each year. The notes mature on September 1, 2011. See
"Description of Notes--General--The Notes" and
"--Interest." Return on the equity certificate accrues at the Eurodollar rate
or the prime rate, plus a spread in each case of 8.375% per year, payable
quarterly on March 1, June 1, September 1 and December 1 of each year.
A schedule reflecting the dates and amounts payable on the notes and the
equity certificate is set forth below. All amounts under the notes are payable
to the indenture trustee. All amounts under the equity certificate are payable
to the equity certificate holder.
Obligation Amount Due Date Due
---------- ---------- --------
8.75% Senior Secured Notes $10,937,500 (1) March 1, 2003
due 2011 $10,937,500 (1) Each March 1 and September 1
thereafter to maturity
Equity Certificate Accrued return on approximately March 1, June 1, September 1 and
$7.8 million, based on the floating December 1 to maturity
certificate holder yield rate of the
Eurodollar rate or the prime rate at
the Issuer's option, plus a spread in
each case of 8.375% (2)
- --------
(1) Excludes additional interest paid by the Issuer to the holders of old notes
under the exchange and registration rights agreement. This additional
interest began accruing on January 28, 2002 at the rate of $0.192 per week
per $1,000 principal amount of notes outstanding because the registration
statement of which this prospectus is a part was not declared effective on
or prior to 150 days after the issuance of the old notes and the exchange
offer was not consummated on or prior to 180 days after the date of
issuance of the old notes. Following the closing of the exchange offer,
which we believe will cure all registration defaults, the accrual of
additional interest will cease. See "The Exchange Offer--Additional
Interest."
(2) As of September 30, 2002, based upon the certificate holder yield rate of
10.2%, the Issuer would make payments to the equity certificate holder of
$198,000 per quarter.
Legal Proceedings
From time to time, the Issuer may be involved in litigation relating to
claims arising out of its operations or in the normal course of its business.
The Issuer is not currently involved in any material litigation or proceeding
and is not aware of any such litigation or proceeding threatened against it.
107
CERTAIN TRANSACTIONS
Transactions with GKH Entities
Hanover and GKH are parties to a stockholders agreement which provides,
among other things, for GKH Investments' rights of visitation and inspection
and Hanover's obligation to provide Rule 144A information to prospective
transferees of GKH's Hanover common stock.
Hanover, GKH and other stockholders (collectively, the "Holders"), who as of
October 31, 2002 together beneficially own approximately 23% of the outstanding
Hanover common stock, are parties to a Registration Rights Agreement (the "GKH
Rights Agreement"). The GKH Rights Agreement generally provides that if Hanover
proposes to register shares of its capital stock or any other securities under
the Securities Act, then upon the request of those Holders owning in the
aggregate at least 2.5% of Hanover common stock (the "Registrable Securities")
then held by all of the Holders, Hanover will use its reasonable best efforts
to cause the Registrable Securities so requested by the Holders to be included
in the applicable registration statement, subject to underwriters' cutbacks.
Hanover is required to pay all registration expenses in connection with
registrations of Registrable Securities effected pursuant to the GKH Rights
Agreement. In addition, GKH as a holder of more than 18% of Hanover common
stock, has the right to demand, on one occasion, the registration of its common
stock.
Hanover and GKH were parties to an agreement whereby, in exchange for
investment banking and financial advisory services rendered, Hanover agreed to
pay a fee to GKH. In February 2001, in full satisfaction of its obligations
under this agreement, Hanover paid a one time fee of $2,048,000 to GKH for
services rendered under the agreement, which amount was included in accrued
liabilities as of December 31, 2000.
In August 2001, Hanover paid a $4,650,000 fee to GKH as payment for services
rendered in connection with Hanover's acquisition of POI and related assets.
Pursuant to an agreement with GKH which provides for compensation to GKH for
services, Hanover paid a management fee of $45,000 per month from November 2001
until terminated January 2002.
Hanover leases certain compression equipment to an affiliate of Cockrell Oil
and Gas, LP, which was owned 50% by GKH until January 2001. The lease is on a
month-to-month basis. For the years ended 2001, 2000 and 1999, approximately
$76,000, $228,540 and $228,540, respectively, was billed under the lease.
William S. Goldberg, who was at the time a Managing Director of GKH
Partners, acted as Chief Financial Officer of the Company during 2001 and into
2002 and served as Vice Chairman of the Board in 2002. Mr. Goldberg resigned as
Chief Financial Officer in February 2002 and resigned as Vice Chairman of the
Board and as a member of the Board in July 2002. Mr. Goldberg did not receive
cash remuneration from Hanover, which reimbursed GKH Partners for certain
travel and related expenses incurred by Mr. Goldberg in connection with his
efforts on our behalf.
GKH has advised us that it is in the process of dissolving and "winding up"
its affairs. On November 12, 2002, GKH informed us that GKH has advised its
limited partners that it is extending the wind-up process of the Partnership
for an additional twelve months from January 25, 2003 until January 25, 2004.
As part of the wind-up process, GKH may liquidate or distribute substantially
all of its assets, including the shares of our common stock owned by GKH, to
its partners. In the event the partners of GKH receive a distribution of shares
of our common stock from GKH as a result of the wind-up, we cannot predict
whether those partners would continue to hold those shares or whether the
interests of such partners may conflict with the interests of our other
stockholders and the holders of the notes.
108
Transactions with Schlumberger Entities
In August 2001, Hanover purchased Production Operators Corporation and
related assets (the "POI Acquisition") from the Schlumberger Companies (as
defined below). Schlumberger Limited (we refer to Schlumberger Limited and the
Schlumberger Companies, collectively, as "Schlumberger") owns, directly or
indirectly, all of the equity of the Schlumberger Companies. Pursuant to the
Lock-Up, Standstill and Registration Rights Agreement, dated as of August 31,
2001 (the "Schlumberger Rights Agreement"), between Schlumberger Technology
Company, Camco International Inc., Schlumberger Surenco, S.A., Schlumberger
Oilfield Holdings Limited, Operational Services, Inc. (collectively, the
"Schlumberger Companies") and Hanover, Hanover granted to each of the
Schlumberger Companies certain registration rights in connection with shares of
Hanover common stock (the "Hanover Stock") received by the Schlumberger
Companies as consideration in the POI acquisition. The registration rights
granted to the Schlumberger Companies include (i) the right, subject to certain
restrictions, to register the Hanover Stock in any registration of securities
initiated by Hanover within the period of time beginning on the third
anniversary of the date of the Schlumberger Rights Agreement and ending on the
tenth anniversary of the date of the Schlumberger Rights Agreement (such period
of time, the "Registration Period"), and (ii) the right, subject to certain
restrictions, to demand up to five registrations of the Hanover Stock within
the Registration Period. Hanover is required to pay all registration expenses
in connection with registrations of Hanover Stock pursuant to the Schlumberger
Rights Agreement. For a period of three years from the date of the Schlumberger
Rights Agreement, the Schlumberger Companies are prohibited from, directly or
indirectly, selling or contracting to sell any of the Hanover Stock. The
Schlumberger Rights Agreement also provides that none of the Schlumberger
Companies shall, without Hanover's written consent, (i) acquire or propose to
acquire, directly or indirectly, greater than twenty-five percent (25%) of the
shares of Hanover common stock, (ii) make any public announcement with respect
to, or submit a proposal for, any extraordinary transaction involving Hanover,
(iii) form or join in any group with respect to the matters set forth in (i)
above, or (iv) enter into discussions or arrangements with any third party with
respect to the matters set forth in (i) above.
Schlumberger has the right under the POI purchase agreement, so long as
Schlumberger owns at least 5% of Hanover common stock and subject to certain
restrictions, to nominate one representative to sit on our Board of Directors.
Schlumberger designated Mr. Rene Huck as a nominee to serve on our board of
directors. Mr. Huck is a Vice President of Schlumberger Ltd. For the nine
months ended September 30, 2002 and for the years ended December 31, 2001, 2000
and 1999, Hanover generated revenues of approximately $1,693,000, $1,379,000,
$918,000 and $1,979,000, respectively, in business dealings with Schlumberger.
As part of the purchase agreement entered into with respect to the POI
Acquisition, HCLP is required to make a payment of up to $58 million plus
interest due upon the completion of a financing of a South American joint
venture acquired by HCLP. If the joint venture fails to execute the financing
or such financing fails to be non-recourse to Hanover, in either case, on or
before December 31, 2002, HCLP will have the right to put its interest in the
joint venture back to Schlumberger in exchange for a return of the purchase
price allocated to the joint venture, plus the net amount of any capital
contributions by Hanover to the joint venture. HCLP's right to give notice of
the exercise of the put expires on January 31, 2003.
In connection with the POI Acquisition, Hanover issued a $150 million
subordinated acquisition note to Schlumberger, which matures December 15, 2005.
Interest on the subordinated acquisition note accrues and is payable-in-kind at
the rate of 8.5% annually for the first six months after issuance and
periodically increases in increments of 1% to 2% per annum to a maximum
interest rate 42 months after issuance of 15.5%. In the event of an event of
default under the subordinated acquisition note, interest will accrue at a rate
of 2% above the then applicable rate. The subordinated acquisition note is
subordinated to all of Hanover's indebtedness other than certain indebtedness
to fund future acquisitions. In the event that Hanover completes an offering of
equity securities, Hanover is required to apply the proceeds of the offering to
repay amounts outstanding under the subordinated acquisition note as long as no
default exists or would exist under Hanover's other indebtedness as a result of
such payment.
109
In August 2001, Hanover entered into a five-year strategic alliance with
Schlumberger intended to result in the active support of Schlumberger in
fulfilling certain of our business objectives. The principal components of the
strategic alliance include (1) establishing Hanover as Schlumberger's most
favored supplier of compression, natural gas treatment and gas processing
equipment worldwide, (2) Schlumberger's coordination and cooperation in further
developing our international business by placing our personnel in
Schlumberger's offices in six top international markets and (3) providing us
with access to consulting advice and technical assistance in enhancing our
field automation capabilities.
Other Related Party Transactions
In 2000 and 1999, Hanover leased compressors to other companies owned or
controlled by or affiliated with Mr. Ted Collins, one of Hanover's directors.
Rental and maintenance revenues billed to these related parties totaled
$708,000 and $738,000 during 2000 and 1999, respectively.
In 2000, Hanover advanced cash to Mr. Charles D. Erwin and Mr. Joe C.
Bradford in return for notes. At September 30, 2002, the aggregate amount
outstanding on these notes receivable totaled approximately $1,134,000, bear
interest at the prime rate, mature in June 2004 and are collateralized by
Hanover common stock owned by Messrs. Erwin and Bradford. Hanover recognized
compensation expense related to the forgiveness of these notes receivable of
$263,000 and $105,000 during 2001 and 2000, respectively. See "--Transactions
with Former Executive Officers."
In January 2002, Hanover advanced cash of $100,000 to Mr. Robert O. Pierce,
Senior Vice President--Manufacturing and Fabrication, in return for a
promissory note. This note was repaid in September, 2002.
On September 18, 2002, we purchased 30,054 shares of our common stock from
Mr. Pierce for $9.60 per share for a total of $288,500. The price per share was
determined by reference to the closing price quoted on the New York Stock
Exchange on September 18, 2002. Hanover's Board of Directors determined to
purchase the shares from Mr. Pierce because it was necessary for him to sell
shares to repay loans to Hanover and to a third party during a blackout period
under our insider trading policy and therefore he could not sell shares of our
stock in the open market to repay the loans.
From time to time, Hanover has contributed proceeds from Hanover's debt and
equity offerings to HCLP. Furthermore, HCLP may in the future be required to
make distributions to Hanover for repayment of Hanover's debt or other
commitments.
Employment Arrangements with Management
Chad C. Deaton. In August 2002, we entered into an employment arrangement
with Mr. Chad C. Deaton, who serves as our President and Chief Executive
Officer. The arrangement provides for Mr. Deaton to receive an annual base
salary of $540,000. In addition, Mr. Deaton has the opportunity to receive an
annual bonus payment of up to 100% of Mr. Deaton's annual base salary based
upon personal performance compared with agreed upon objectives and subjective
measures as well as Hanover's performance. On August 19, 2002, Mr. Deaton was
granted nonqualified stock options to purchase 200,000 shares of Hanover common
stock at an exercise price equal to $9.99 per share. Such options will vest 25%
after one year, 50% after two years, 75% after three years and 100% after four
years.
110
If we terminate Mr. Deaton within 12 months after a change of control
occurs, or during that period Mr. Deaton terminates his employment for good
reason, Mr. Deaton would be entitled to a severance payment equal to three
times his annual base salary. If we terminate Mr. Deaton without cause at any
time other than the 12 months following a change of control, Mr. Deaton would
be entitled to a severance payment equal to his annual base salary. In either
of these circumstances, we would reimburse Mr. Deaton for his health insurance
premiums for a period of up to eighteen months. If we terminate Mr. Deaton with
cause, or Mr. Deaton terminates his employment without good reason, we are not
obligated to make any severance payments to Mr. Deaton.
John E. Jackson. In February 2002, we entered into an employment arrangement
with Mr. John E. Jackson, who serves as our Senior Vice President and Chief
Financial Officer. The arrangement provides for Mr. Jackson to receive an
annual base salary of $300,000. In addition, Mr. Jackson has the opportunity to
receive an annual bonus payment of up to 100% of Mr. Jackson's annual base
salary based upon personal performance compared with agreed upon objectives and
subjective measures as well as Hanover's performance. Upon Mr. Jackson's
employment start date, Mr. Jackson received a lump sum payment of $210,000
representing the value of bonus compensation and "in the money" options that
Mr. Jackson would have received at his previous employer had he not accepted a
position at Hanover. On January 22, 2002, Mr. Jackson was granted non-qualified
stock options to purchase 50,000 shares of Hanover common stock at an exercise
price equal to $13.98 per share. On May 14, 2002, Mr. Jackson was granted
non-qualifying stock options to purchase an additional 50,000 shares of Hanover
common stock at an exercise price equal to $14.55 per share, the fair market
value on that date. Such options will vest 33.3% after one year, 66.7% after
two years and 100% after three years.
If we terminate Mr. Jackson within 12 months after a change of control
occurs, or during that period Mr. Jackson terminates his employment for good
reason, Mr. Jackson would be entitled to a severance payment equal to one and
one-half times the sum of his annualized salary and average bonus compensation
for the past two years. If we terminate Mr. Jackson with cause, or Mr. Jackson
terminates his employment without good reason, we are not obligated to make any
severance payments to Mr. Jackson.
Mark S. Berg. In April 2002, we entered into an employment arrangement with
Mr. Mark S. Berg, who serves as our Senior Vice President, General Counsel and
Secretary. The arrangement provides for Mr. Berg to receive an annual base
salary of $300,000. In addition, Mr. Berg has the opportunity to receive an
annual bonus of up to 100% of Mr. Berg's annual base salary based upon personal
performance determined by our board of directors compared with agreed upon
personal performance objectives and subjective measures as well as Hanover's
performance. On May 6, 2002, Mr. Berg was granted non-qualified stock options
to purchase 100,000 shares of Hanover common stock at an exercise price equal
to $17.32 per share, the fair market value on that date. Such options will vest
33.3% after one year, 66.7% after two years and 100% after three years.
If we terminate Mr. Berg within 12 months after a change of control occurs,
or during that period Mr. Berg terminates his employment for good reason, Mr.
Berg would be entitled to a severance payment equal to one and one-half times
the sum of his annualized salary and average bonus compensation for the past
two years. If we terminate Mr. Berg without cause in the absence of a change of
control, or Mr. Berg terminates his employment for good reason, Mr. Berg would
be entitled to a severance payment equal to one times the sum of his annualized
salary and average bonus compensation for the past two years. In both cases,
Mr. Berg would be entitled to the continuation of certain health benefits for a
period of 18 months following termination. If we terminate Mr. Berg with cause,
or Mr. Berg terminates his employment without good reason, we are not obligated
to make any severance payments to Mr. Berg.
Transactions with Former Executive Officers
Michael J. McGhan. Mr. Michael J. McGhan served as Chief Executive Officer
and President of Hanover since October 1991 and served as a director of Hanover
since March 1992. Mr. McGhan resigned from these positions with Hanover on
August 1, 2002.
In January 2002, the Company advanced cash of $400,000 to Mr. McGhan, in
return for a promissory note which was repaid in September 2002. In addition,
during 2001 we advanced cash of $2,200,000 to Mr. McGhan, which, together with
accrued interest, was outstanding as of September 30, 2002.
111
Set forth below is information concerning the indebtedness of Mr. McGhan to
Hanover as of September 30, 2002 and as of December 31, 2001, 2000 and 1999.
Weighted
Aggregate Largest Average
Amount Amount Rate of
Outstanding Outstanding Interest
at Period during each at Period
Year End Period End
- ---- ----------- ----------- ---------
2002......................................... $2,200,000 $2,600,000 4.88%
2001......................................... $2,200,000 $2,200,000 4.88%
2000......................................... -- -- --
1999......................................... -- $1,040,845 --
On July 29, 2002, Hanover purchased 147,322 shares of our common stock from
Mr. McGhan for $8.96 per share for a total of $1,320,000. The price per share
was determined by reference to the closing price quoted on the New York Stock
Exchange on July 29, 2002. Our board of directors determined to purchase the
shares from Mr. McGhan because he was subject to a margin call during a
blackout period under our insider trading policy, and therefore, could not sell
such shares to the public to cover the margin call without being in violation
of the policy.
On August 1, 2002, Hanover entered into a Separation Agreement with Mr.
McGhan. The effective date of the agreement is August 1, 2002, and the
agreement sets forth a mutual agreement to sever the relationships between Mr.
McGhan and Hanover, including the employment relationships of Mr. McGhan with
Hanover and its affiliates. In the agreement, the parties also documented their
understandings with respect to: (i) the posting of additional collateral by Mr.
McGhan to secure repayment of loans owed by Mr. McGhan to Hanover; and (ii)
certain waivers and releases by Mr. McGhan. In the agreement, Mr. McGhan has
made certain representations as to the status of the outstanding loans payable
by Mr. McGhan to Hanover, the documentation for the loans and the
enforceability of his obligations under the loan documents. The loans were not
modified and must be repaid in accordance with their original terms. In
addition, the agreement provides that Mr. McGhan may exercise his vested stock
options pursuant to the post-termination exercise periods set forth in the
applicable plan. Since the date of the agreement, Mr. McGhan has exercised all
such vested stock options. In addition, Mr. McGhan agreed, among other things,
not to compete with Hanover and not to solicit Hanover employees or customers
under terms described in the agreement for a period of twenty-four months after
the effective date of the agreement. In consideration for this
non-compete/non-solicitation agreement, Hanover agreed to pay Mr. McGhan
$33,333.00 per month for a period of eighteen months after the effective date
of the agreement.
Charles D. Erwin. Mr. Charles D. Erwin served as Chief Operating Officer of
Hanover since April 2001 and served as Senior Vice President--Sales and
Marketing since May 2000. Mr. Erwin resigned from these positions on August 2,
2002. In 2000, Hanover advanced $824,087 to Mr. Erwin in return for a
promissory note. The note bears interest at the prime rate, matures in June
2004 and is collateralized by Hanover common stock owned by Mr. Erwin with full
recourse. At September 30, 2002, $588,346 was outstanding on this note. Set
forth below is information concerning the indebtedness of Mr. Erwin to Hanover
as of September 30, 2002 and as of December 31, 2001, 2000 and 1999:
Weighted
Aggregate Largest Average
Amount Amount Rate of
Outstanding Outstanding Interest
at Period during each at Period
Year End Period End
- ---- ----------- ----------- ---------
2002......................................... $588,346 $631,800 4.8%
2001......................................... $631,800 $769,148 4.8%
2000......................................... $769,148 $824,087 9.5%
1999......................................... -- -- --
112
On August 2, 2002, Hanover entered into a Separation Agreement with Mr.
Charles D. Erwin. The effective date of the agreement is August 2, 2002, and
the agreement sets forth a mutual agreement to sever the relationships between
Mr. Erwin and Hanover, including the employment relationships of Mr. Erwin with
Hanover and its affiliates. In the agreement, the parties also documented their
understandings with respect to: (i) the posting of additional collateral by Mr.
Erwin to secure repayment of an outstanding loan owed by Mr. Erwin to Hanover;
(ii) certain waivers and releases by Mr. Erwin; and (iii) the payment of a
reasonable and customary finders fee for certain proposals brought to Hanover's
attention by Mr. Erwin during the twenty-four month period after the effective
date of the agreement. In the agreement, Mr. Erwin has made certain
representations as to the status of the outstanding loan payable by Mr. Erwin
to Hanover, the documentation for the loan and the enforceability of the his
obligations under the loan documents. The loan was not modified and must be
repaid in accordance with its original terms. In addition, the agreement
provides that Mr. Erwin may exercise his vested stock options pursuant to the
post-termination exercise periods set forth in the applicable plan. Since the
date of the agreement, Mr. Erwin has exercised all such vested stock options.
Mr. Erwin's non-vested stock options were forfeited as of August 2, 2002. In
addition, Mr. Erwin agreed, among other things, not to compete with Hanover and
not to solicit Hanover employees or customers under terms described in the
agreement for a period of twenty-four months after the effective date of the
agreement. In consideration for this non-compete/non-solicitation agreement,
Hanover agreed to pay Mr. Erwin $20,611.11 per month for a period of eighteen
months after the effective date of the agreement.
Joe C. Bradford. In August 2002, our Board of Directors did not reappoint
Joe Bradford to the position of Senior Vice President--Worldwide Operations
Development which he held since May 2000. On September 27, 2002, Mr. Bradford
resigned his employment with Hanover.
In 2000, Hanover advanced $764,961 to Mr. Bradford in return for a
promissory note. The note bears interest at the prime rate, matures in June
2004 and is collateralized by Hanover common stock owned by Mr. Bradford with
full recourse. At September 30, 2002, $546,134 was outstanding on this note.
Set forth below is information concerning the indebtedness of Mr. Bradford to
Hanover as of September 30, 2002 and as of December 31, 2001, 2000 and 1999:
Weighted
Aggregate Largest Average
Amount Amount Rate of
Outstanding Outstanding Interest
at Period during each at Period
Year End Period End
---- ----------- ----------- ---------
2002......................................... $546,134 $579,947 4.8%
2001......................................... $579,947 $706,022 4.8%
2000......................................... $706,022 $764,961 9.5%
1999......................................... -- -- --
113
DESCRIPTION OF NOTES
The form and terms of the new notes and the old notes are identical in all
material respects, except that the transfer restrictions and registration
rights applicable to the old notes do not apply to the new notes. The Issuer
will issue the new notes under:
. an indenture dated as of August 30, 2001 (the "indenture") among itself,
Hanover, HCLP, certain Subsidiary Guarantors, and Wilmington Trust FSB,
as trustee (the "Trustee"), and
. a participation agreement dated as of August 31, 2001 (the
"participation agreement") among the Issuer, HCLP, Hanover, certain
Subsidiary Guarantors, Wilmington Trust FSB, in its individual capacity,
as collateral agent and as Trustee, Wilmington Trust Company, in its
individual capacity, and the holder of the equity certificates (as
described below).
The terms of the new notes include those expressly set forth in the
indenture and those made part of such indenture by reference to the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act").
In addition, the Issuer issued equity certificates at an aggregate price of
$7.8 million. The equity certificates were issued pursuant to the participation
agreement and the trust agreement (the "trust agreement") between Wilmington
Trust Company, as trustee of the Issuer, and the purchaser of the equity
certificates.
This Description of Notes is intended to be a useful overview of the
material provisions of the notes, the participation agreement and the
indenture. Since this description is only a summary, you should refer to the
participation agreement and the indenture for a complete description of the
obligations of the Issuer and your rights.
You will find the definitions of capitalized terms used in this description
under the heading "Certain Definitions." For purposes of this description,
references to "the Issuer," "we," "our," and "us" refer only to Hanover
Equipment Trust 2001B and not to Hanover, HCLP or any of its subsidiaries.
General
Pursuant to the indenture and the participation agreement, the Issuer issued
the notes in a single series on August 30, 2001 (the "closing date"). On the
closing date, the equity certificate holder of the Trust made its Certificate
Holder Contribution in the aggregate amount of approximately $7.8 million and
the Issuer issued and sold the 8.75% Senior Secured Notes due 2011 in an
aggregate principal amount equal to $250 million. On the closing date, the
Issuer purchased all right, title and interest in the Equipment identified by
HCLP for purchase and immediately thereafter leased all of its right, title and
interest in the Equipment to the HCLP by entering into the Lease. As of the
date of this prospectus, there are no Subsidiary Guarantors with respect to the
notes.
The Notes
The notes:
. are senior secured obligations of the Issuer;
. are limited to an aggregate principal amount of $250 million;
. mature on September 1, 2011;
. are issued in denominations of $1,000 and integral multiples of $1,000;
. are represented by one or more registered notes in global form, but in
certain circumstances may be represented by notes in definitive form.
See "Book-Entry; Delivery and Form";
. are Guaranteed by the Hanover Guarantors on a senior subordinated basis
upon the occurrence of an event of default under the Lease. See
"--Ranking and Priority--The Lease and the Hanover Guarantee"; and
. are expected to be eligible for trading in the PORTAL market.
114
Interest
Interest on the notes compounds semi-annually and:
. accrues at the rate of 8.75% per annum;
. accrues from the date of issuance of the old notes or the most recent
interest payment date;
. is payable in cash semi-annually in arrears on March 1 and September 1,
commencing on March 1, 2002;
. is payable to the holders of record on the February 15 and August 15
immediately preceding the related interest payment dates; and
. is computed on the basis of a 360-day year comprised of twelve 30-day
months.
Payments on the Notes; Paying Agent and Registrar
We will pay principal of, premium, if any, and interest on the notes at the
office or agency designated by the Issuer in Wilmington, Delaware, except that
we may, at our option, pay interest on the notes by check mailed to holders of
the notes at their registered address as it appears in the Registrar's books.
We have initially designated the corporate trust office of the Trustee in
Wilmington, Delaware to act as our Paying Agent and Registrar. We may, however,
change the Paying Agent or Registrar without prior notice to the holders of the
notes, and the Issuer may act as Paying Agent or Registrar.
We will pay principal of, premium, if any, and interest on, the notes in
global form registered in the name of or held by the Depository Trust Company
or its nominee in immediately available funds to the Depository Trust Company
or its nominee, as the case may be, as the registered holder of such global
note.
Transfer and Exchange
A holder of notes may transfer or exchange notes at the office of the
Registrar in accordance with the indenture. The Registrar and the Trustee may
require a holder, among other things, to furnish appropriate endorsements and
transfer documents. No service charge will be imposed by the Issuer, the
Trustee or the Registrar for any registration of transfer or exchange of notes,
but the Issuer may require a holder to pay a sum sufficient to cover any
transfer tax or other similar governmental charge required by law or permitted
by the indenture. The Issuer is not required to transfer or exchange any note
selected for redemption. Also, the Issuer is not required to transfer or
exchange any note for a period of 15 days before a selection of notes to be
redeemed.
The registered holder of a note will be treated as the owner of it for all
purposes.
Optional Redemption
Except as described in the subsequent paragraphs, the notes are not
redeemable until September 1, 2006. On and after September 1, 2006, the Issuer
may redeem all or, from time to time, a part of the notes upon not less than 30
nor more than 60 days' notice, at the following redemption prices (expressed as
a percentage of principal amount) plus accrued and unpaid interest on the
notes, if any, to the applicable redemption date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
beginning on September 1 of the years indicated below:
Year Percentage
---- ----------
2006......................................... 104.375%
2007......................................... 102.917%
2008......................................... 101.458%
2009 and thereafter.......................... 100.000%
provided, however, that the Issuer shall only have the option to redeem a part
of the notes so long as no default or event of default under the Lease has
occurred and is continuing unless the redemption is made with proceeds from a
purchase of Equipment that cures a default or event of default under the Lease;
provided, further, that
115
during the 12-month period prior to the Stated Maturity of the notes, the
Issuer can optionally redeem only a part of the notes with the proceeds of a
purchase of Equipment by Hanover or any of its subsidiaries only if (i) HCLP
has exercised its Maturity Date Purchase Option under the Lease or (ii) such
purchase cures a default or event of default under the Lease.
Prior to September 1, 2004, to the extent that Hanover raises Net Cash
Proceeds from one or more Public Equity Offerings and such Net Cash Proceeds
are contributed toward an Equipment Purchase (as defined below), the Issuer may
on any one or more occasions redeem up to 35% of the original principal amount
of the notes with the proceeds from an Equipment Purchase at a redemption price
of 108.75% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date); provided that:
. at least 65% of the original principal amount of the notes remains
outstanding after each such redemption; and
. the redemption occurs within 60 days after the closing of such Public
Equity Offering.
If the optional redemption date is on or after an interest record date and
on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the note is
registered at the close of business on such record date, and no additional
interest will be payable to holders whose notes will be subject to redemption
by the Issuer.
In each case, the Issuer will redeem the notes with proceeds from HCLP's
purchase of the Equipment (the "Equipment Purchase"). Pursuant to the Lease,
HCLP will purchase the amount of Equipment, at such Equipment's Termination
Value, necessary to generate sufficient proceeds for the Issuer to redeem the
notes and a proportionate amount of the equity certificates. Concurrently, the
Issuer will pay any accrued and unpaid interest on the notes to be redeemed and
yield on the equity certificates to be prepaid, as well as any applicable
redemption premium, using proceeds of supplemental rent payments equal to such
amounts, which will be required by the Lease to be paid by HCLP to the Issuer.
In the case of any partial redemption, the Trustee will select the notes for
redemption in compliance with the requirements of the principal national
securities exchange, if any, on which the notes are listed or, if the notes are
not listed, then on a pro rata basis, by lot or by such other method as the
Trustee in its sole discretion will deem to be fair and appropriate, although
no note of $1,000 in original principal amount or less will be redeemed in
part. If any note is to be redeemed in part only, the notice of redemption
relating to that note will state the portion of the principal amount thereof to
be redeemed. A new note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the holder thereof upon cancellation of
the original note.
Ranking and Priority
The Notes
The payment of the principal of, premium, if any, and interest on the notes
and any other payment obligations in respect of the notes (including any
obligation to repurchase the notes or the equity certificates) are senior
secured obligations of the Issuer. The Issuer is not permitted by the indenture
to incur any indebtedness other than the notes, amounts payable pursuant to the
participation agreement, and trade payables incurred in the ordinary course of
the Issuer's business. The Issuer's ability to make timely payments under the
notes will depend entirely on timely receipt of payments from HCLP under the
Lease or from the Hanover Guarantors under the Hanover Guarantee. See
"--Ranking and Priority--The Leases and the Hanover Guarantee."
All payments that are received by the Issuer under the Lease or Hanover
Guarantee will be applied first to the notes. The payment of principal, premium
(if any) and interest on the notes will be senior in right of payment to the
payment in full of the equity certificates.
116
The Lease and the Hanover Guarantee
HCLP's obligations under the Lease and the Hanover Guarantors' obligations
under the Hanover Guarantee are subordinated to the prior payment in full in
cash or Cash Equivalents when due of all Senior Indebtedness or Guarantor
Senior Indebtedness, as the case may be. HCLP's obligations under the Lease and
the Hanover Guarantors' obligations under the Hanover Guarantee are also
structurally subordinated to all Indebtedness and other liabilities of their
respective non-guarantor subsidiaries. HCLP's obligations under the Lease and
the Hanover Guarantors' obligations under the Hanover Guarantee ranks pari
passu with their respective obligations under the 2008 Lease and the 2008
Guarantee.
Pursuant to the Hanover Guarantee, the Hanover Guarantors guarantee, jointly
and severally, unconditionally and on a senior subordinated basis, to the
Issuer, the noteholders and their successor and assigns the prompt and complete
payment of the unpaid principal of, and interest on, the notes and all other
payment obligations of the Issuer to the Trustee and the noteholders, provided,
that such unconditional guarantee is limited at all times to 70.0% of the
aggregate principal balance of notes outstanding, which is equal to the final
rent payment under the Lease. Upon the occurrence of and during a Lease Event
of Default, the Hanover Guarantors guarantee, jointly and severally, on a
senior subordinated basis, to the Issuer, the noteholders and their successor
and assigns the prompt and complete payment of the entire unpaid principal of,
and interest on, the notes and all other payment obligations of the Issuer to
the Trustee and the noteholders. The Hanover Guarantee is a guarantee of
payment, and not a guarantee of collection or performance.
The Lease, in respect of HCLP, and the Hanover Guarantee, in respect of each
Hanover Guarantor, is subordinated to the prior payment in full of all Senior
Indebtedness or Guarantor Senior Indebtedness, as applicable, and ranks equally
with any Senior Subordinated Indebtedness and Guarantor Senior Subordinated
Indebtedness, as applicable. Only Indebtedness of HCLP or the Hanover
Guarantors that is Senior Indebtedness or Guarantor Senior Indebtedness, as the
case may be, ranks senior to the Lease and the Hanover Guarantee, as
applicable, in accordance with the provisions of the participation agreement.
As described in "Certain Covenants under the Participation
Agreement--Limitation on Layering," no Hanover Guarantor may incur any
indebtedness that is senior in right of payment to its Guarantee of the notes,
but junior in right of payment to Senior Indebtedness or Guarantor Senior
Indebtedness, as the case may be. Unsecured Indebtedness of a Hanover Guarantor
is not deemed to be subordinate or junior to secured Indebtedness merely
because it is unsecured.
As a result of the subordination provisions described below, holders of the
notes may recover less under the Hanover Guarantee than creditors of the
Hanover Guarantors who are holders of Senior Indebtedness or Guarantor Senior
Indebtedness, as the case may be, would recover in the event of an insolvency,
bankruptcy, reorganization, receivership or similar proceedings relating to the
Hanover Guarantors. At September 30, 2002:
. the Issuer had no Indebtedness other than the notes;
. outstanding Senior Indebtedness of Hanover was approximately $930
million;
. Hanover had no Senior Subordinated Indebtedness other than pursuant to
the Hanover Guarantee and the 2011 Guarantee;
. outstanding Guarantor Senior Indebtedness of HCLP was approximately $738
million;
. HCLP had no Guarantor Senior Subordinated Indebtedness other than
pursuant to the Hanover Guarantee and the 2011 Guarantee; and
. no Guarantor Senior Indebtedness, excluding Guarantor Senior
Indebtedness of HCLP, was outstanding.
As of the date hereof, there are no Subsidiary Guarantors other than HCLP.
Although the participation agreement limits the amount of Indebtedness that the
Hanover Guarantors may incur, such Indebtedness may be substantial and all of
it may be Senior Indebtedness or Guarantor Senior Indebtedness, as the case may
be.
117
Neither HCLP in respect of the Lease nor the Hanover Guarantors in respect
of the Hanover Guarantee may make payments under the Lease or the Hanover
Guarantee, as the case may be, if:
(1) any Senior Indebtedness or Guarantor Senior Indebtedness, as
applicable, is not paid when due; or
(2) any other default on Senior Indebtedness or Guarantor Senior
Indebtedness, as applicable, occurs and the maturity of such Senior
Indebtedness or Guarantor Senior Indebtedness, as the case may be, is
accelerated in accordance with its terms unless, in either case, the default
has been cured or waived and any such acceleration has been rescinded or
such Senior Indebtedness or Guarantor Senior Indebtedness, as applicable,
has been paid in full.
As a result, in either such case, the Issuer will have insufficient funds to
pay the principal of, premium, if any, or interest on, or other payment
obligations in respect of, the notes or make any deposit pursuant to the
provisions described under "Defeasance" below and may not otherwise purchase,
redeem or retire any of the notes (collectively, "pay the notes"). However,
HCLP may continue to make payments under the Lease, and the Issuer may thus pay
the notes to the extent funds are available from such Lease payments, if HCLP,
the Issuer and the Trustee receive written notice approving such payment from
the Representative of any such Senior Indebtedness or Guarantor Senior
Indebtedness, as applicable, with respect to which either of the events set
forth in clause (1) or (2) of this paragraph has occurred and is continuing.
Each of HCLP and the Hanover Guarantors, as the case may be, also will not
be permitted to make payments under the Lease or the Hanover Guarantee, as the
case may be, for a Payment Blockage Period (as defined below) during the
continuance of any default, on any Designated Senior Indebtedness that permits
the holders of the Designated Senior Indebtedness to accelerate its maturity
immediately without either further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods.
A "Payment Blockage Period" commences on the receipt by Hanover and HCLP
(with a copy to the Trustee and the Issuer) of written notice (a "Blockage
Notice") of a default of the kind described in the immediately preceding
paragraph from the Representative of the holders of such Designated Senior
Indebtedness, specifying an election to effect a Payment Blockage Period and
ends 179 days after receipt of the notice. The Payment Blockage Period will end
earlier if such Payment Blockage Period is terminated:
(1) by written notice to Hanover and HCLP from the Person or Persons who
gave such Blockage Notice;
(2) because the default giving rise to such Blockage Notice is no longer
continuing; or
(3) because such Designated Senior Indebtedness has been repaid in full.
During a Payment Blockage Period, HCLP will be unable to make a rental
payment under the Lease, and the Hanover Guarantors will be unable to make
payments under the Hanover Guarantee, as applicable. As a result, the Issuer
will have insufficient funds to pay the notes. Any interest on such deferred
payment (a "Supplemental Rental Payment") must be paid during the rental period
immediately following the Payment Blockage Period. Failure to make the
Supplemental Rental Payment will constitute a Lease Event of Default with
respect to the Lease. During a Payment Blockage Period, the Trustee in its
capacity as collateral agent shall not be permitted to exercise any rights and
powers or pursue any remedies against the Collateral securing the notes. See
"--Security."
After the end of the Payment Blockage Period, HCLP may resume payments under
the Lease and the Issuer may resume payments on the notes, unless the holders
of such Designated Senior Indebtedness or the Representative of such holders
have accelerated the maturity of such Designated Senior Indebtedness or any
Senior Indebtedness or Guarantor Senior Indebtedness is not paid when due. Not
more than one Blockage Notice may be given in any consecutive 360 day period,
irrespective of the number of defaults with respect to Designated Senior
Indebtedness during such period.
118
With respect to any obligations under the Lease or the Hanover Guarantee, in
the event of:
(1) a total or partial liquidation or a dissolution of HCLP or any
Hanover Guarantor;
(2) a reorganization, bankruptcy, insolvency, receivership of or similar
proceeding relating to HCLP, a Hanover Guarantor or its respective property;
or
(3) an assignment for the benefit of creditors or marshaling of HCLP's or
a Hanover Guarantor's assets and liabilities, then
the holders of Senior Indebtedness or Guarantor Senior Indebtedness, as
applicable, will be entitled to receive payment in full in cash or Cash
Equivalents in respect of such Senior Indebtedness or Guarantor Senior
Indebtedness, as applicable (including interest accruing after, or which would
accrue but for, the commencement of any proceeding at the rate specified in the
applicable Senior Indebtedness or Guarantor Senior Indebtedness, whether or not
a claim for such interest would be allowed), before the Issuer or the holders
of the notes will be entitled to receive any payment or distribution under the
Lease or the Hanover Guarantee, in the event of any payment or distribution of
the assets or securities of HCLP or such Hanover Guarantor. In addition, until
the Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, is
paid in full in cash or Cash Equivalents, any payment or distribution to which
the Issuer or the holders of the notes would be entitled under the Lease and
the Hanover Guarantee but for these subordination provisions will be made to
holders of Senior Indebtedness or Guarantor Senior Indebtedness, as applicable,
as their interests may appear. If a payment or distribution under the Lease or
the Hanover Guarantee is made to the Issuer, the Trustee or the holders of the
notes that, due to the subordination provisions, should not have been made to
them, such Persons are required to hold it in trust for the holders of Senior
Indebtedness or Guarantor Senior Indebtedness, as applicable, and pay the
payment or distribution over to holders of Senior Indebtedness or Guarantor
Senior Indebtedness, as applicable, as their interests may appear.
The obligations of each Hanover Guarantor under the Hanover Guarantee are
limited as necessary to prevent the Hanover Guarantee from constituting a
fraudulent conveyance or fraudulent transfer under applicable law.
In the event a Subsidiary Guarantor other than HCLP is sold or disposed of
(whether by merger, consolidation, the sale of its Capital Stock or the sale of
all or substantially all of its assets (other than by lease)) and whether or
not the Subsidiary Guarantor is the surviving corporation in such transaction
to a Person which is not Hanover or a Restricted Subsidiary of Hanover (other
than a Receivables Entity), such Subsidiary Guarantor will be released from its
obligations under the Hanover Guarantee and the other Operative Agreements if:
(1) the sale or other disposition is in compliance with the participation
agreement, including the covenants therein. See "Certain Covenants under the
Participation Agreements--Limitation on Sales of Assets and Subsidiary
Stock" and "--Limitation on Sales of Capital Stock of Restricted
Subsidiaries"; and
(2) all the obligations of such Subsidiary Guarantor under the Senior
Credit Agreement and related documentation and any other agreements relating
to any other indebtedness of Hanover or its Restricted Subsidiaries
terminate.
In addition, a Subsidiary Guarantor will be released from its obligations
under the Hanover Guarantee and the other Operative Agreements if Hanover
designates such Subsidiary as an Unrestricted Subsidiary and such designation
complies with the other applicable provisions of the Operative Agreements.
Security
Under the Operative Agreements, the Issuer, together with HCLP, has granted
to the Trustee, in its capacity as collateral agent, for the ratable benefit of
itself and the noteholders, a first lien on and security interest in all right,
title and interest of the Issuer now held or hereafter acquired in and to the
following, except for certain excepted payments with respect thereto: (i) the
Equipment, (ii) all rents and supplemental rent payable under the
119
Lease, together with certain related rights of the Issuer, and (iii) the
Hanover Guarantee (collectively, the "Collateral"). The equity certificate
holder has a subordinated right to receive proceeds from the Collateral. Unless
an Event of Default shall have occurred and be continuing, the Issuer has the
right to retain title to the Equipment securing the notes and to lease such
Equipment to HCLP. The rents under the Lease are to be paid directly to the
Trustee pursuant to an assignment of rents consented to by HCLP in order to
make payments on the notes therewith in accordance with "Certain Covenants
under the Indentures." Upon the occurrence of an Event of Default under the
indenture, the Trustee in its capacity as collateral agent shall be entitled to
exercise its customary rights and powers and pursue remedies against the
Collateral, except during a Payment Blockage Period.
All payments received and all amounts held or realized by the Trustee in its
capacity as collateral agent (including amounts realized by the Trustee in such
capacity from the exercise of any remedies) after the occurrence and during the
continuance of an Event of Default, and all payments or amounts then held or
thereafter received by the Trustee in its capacity as collateral agent under
the Lease or under the participation agreement, shall, so long as such Event of
Default continues and shall not have been waived in writing by the Trustee, be
applied on the date first received with respect to the notes as follows: first,
so much of such payments or amounts held or realized by the Trustee in its
capacity as collateral agent as shall be required to reimburse the Trustee, in
its own capacity and in its capacity as collateral agent, for any expenses not
reimbursed by the Issuer in connection with the collection or distribution of
such amounts held or realized by it and in connection with the expenses
incurred in enforcing its remedies and preserving the Collateral; second, to
the Trustee for the benefit of the noteholders for all principal, interest, and
all other amounts, if any, due each such Person under the Operative Agreements,
in each case on a pari passu basis; third, to each Person indemnified by the
Issuer other than the equity certificate holder on a pari passu basis; fourth,
to the Issuer for all amounts then due the Issuer under Section 13 of the
participation agreement; fifth, to the Issuer for the benefit of the equity
certificate holder for all amounts due and payable to such holder; and sixth,
the balance, if any, of such payment remaining thereafter shall be distributed
to HCLP.
Certain Bankruptcy Limitations
The right of the Trustee in its capacity as collateral agent to repossess
and dispose of the Collateral upon the occurrence of an Event of Default would
be significantly impaired by applicable bankruptcy law in the event that a
bankruptcy case were to be commenced by or against the Issuer, HCLP, or any of
the Hanover Guarantors prior to the Trustee in its capacity as collateral agent
having repossessed and disposed of the Collateral. Upon the commencement of a
case for relief under Title 11 of the United States Code, as amended (the
"Bankruptcy Code"), a secured creditor such as the Trustee is prohibited from
repossessing its security from a debtor in a bankruptcy case, or from disposing
of security repossessed from the debtor, without bankruptcy court approval.
Moreover, the Bankruptcy Code permits the debtor to continue to retain and use
collateral even though the debtor is in default under the applicable debt
instruments provided that the secured creditor is given adequate protection.
The meaning of the term "adequate protection" may vary according to
circumstances, but it is intended in general to protect the value of the
secured creditor's interest in the collateral and may include cash payments or
the granting of additional security, if and at such times as the court in its
discretion determines, for any diminution in the value of the collateral as a
result of the stay or repossession or disposition or any use of the collateral
by the debtor during the pendency of the bankruptcy case. A bankruptcy court
may determine that a secured creditor may not require compensation for a
diminution in the value of the collateral if the value of the collateral
exceeds the debt it secures.
In view of the broad equitable powers of a bankruptcy court, it is
impossible to predict how long payments under the notes could be delayed
following commencement of a bankruptcy case, whether or when the Trustee in its
capacity as collateral agent could repossess or dispose of the Collateral, the
value of such Collateral at the time of the bankruptcy petition or whether or
to what extent holders of the notes would be compensated for any delay in
payment or loss of value of the Collateral through the requirement of "adequate
protection." Any disposition of the Collateral during a bankruptcy case would
also require permission from the bankruptcy court.
120
Furthermore, in the event a bankruptcy court determines the value of the
Collateral is not sufficient to repay all amounts due on the notes, the holders
of the notes would hold secured claims to the extent of the value of the
respective Collateral to which the holders of the notes are entitled, and
unsecured claims with respect to such shortfall. The Bankruptcy Code only
permits the payment and/or accrual of post-petition interest, costs and
attorney's fees to a secured creditor during a debtor's bankruptcy case to the
extent the value of the Collateral is determined by the bankruptcy court to
exceed the aggregate outstanding principal amount of the notes.
Change of Control
If a Change of Control with respect to Hanover occurs, each registered
holder of notes will have the right to require the Issuer to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of such holder's
notes, at a purchase price in cash equal to 101% of the principal amount of
such notes plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date). Pursuant to the
Lease, HCLP will purchase the amount of Equipment, at such Equipment's
Termination Value, necessary to generate sufficient proceeds for the Issuer to
purchase the notes and prepay a proportionate amount of the equity
certificates. Concurrently, the Issuer will pay any accrued and unpaid interest
on the notes to be purchased and yield on the equity certificates to be
prepaid, as well as any redemption premium, using proceeds of supplemental rent
payments equal to such amounts, which will be required by the Lease to be paid
by HCLP to the Issuer.
Within 30 days following any Change of Control, the Issuer, at the direction
of Hanover or HCLP, will mail a notice (the "Change of Control Offer") to each
registered holder of the notes with a copy to the Trustee stating:
(1) that a Change of Control has occurred and that such holder has the
right to require such Issuer to purchase such holder's notes at a purchase
price in cash equal to 101% of the principal amount of such notes plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of holders of record on a record date to receive interest on the
relevant interest payment date) (the "Change of Control Payment");
(2) the repurchase date (which shall be no earlier than 30 days nor later
than 60 days from the date such notice is mailed) (the "Change of Control
Payment Date"); and
(3) the procedures determined by the Issuer, consistent with the
indenture, that a holder must follow in order to have the notes repurchased.
On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all notes or portions of notes (in integral
multiples of $1,000) properly tendered under the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all notes or portions of notes so tendered; and
(3) deliver or cause to be delivered to the Trustee the notes so accepted
together with an Officers' Certificate stating the aggregate principal
amount of notes or portions of notes being purchased by the Issuer.
The Paying Agent will promptly mail to each holder of notes so tendered the
Change of Control Payment for such notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each holder
a new note equal in principal amount to any unpurchased portion of the notes
surrendered, if any; provided that each such new note will be in a principal
amount of $1,000 or an integral multiple of $1,000.
If the Change of Control Payment Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest, if any, will be paid to the Person in whose name a note is registered
at the close of business on such record date, and no additional interest will
be payable to holders who tender pursuant to the Change of Control Offer.
121
The Change of Control provisions described above will be applicable whether
or not any other provisions of the indenture are applicable. Except as
described above with respect to a Change of Control, the indenture does not
contain provisions that permit the holders to require that the Issuer
repurchase or redeem the notes in the event of a takeover, recapitalization or
similar transaction.
The Issuer will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the indenture applicable to a Change of Control Offer made by the
Issuer and purchases all notes validly tendered and not withdrawn under such
Change of Control Offer.
The Issuer will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of the indenture, the Issuer will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations described in the indenture by virtue of the conflict.
If a Change of Control Offer is made, there can be no assurance that HCLP
will have available funds to purchase a sufficient amount of Equipment to
enable the Issuer to make the Change of Control Payment for all the notes that
might be delivered by the noteholders seeking to accept the Change of Control
Offer. The Issuer has no source of revenues other than payments received from
HCLP under the Lease or from the Hanover Guarantors under the Hanover
Guarantee. The failure of the Issuer to make or consummate the Change of
Control Offer or make the applicable Change of Control Payment when due would
give the Trustee and the noteholders the rights described under "Events of
Default." Hanover and its subsidiaries have other Indebtedness and operating
leases that contain provisions designating a change of control as an event of
default which would obligate them to repay amounts outstanding thereunder.
The Change of Control provisions described above may deter certain mergers,
tender offers and other takeover attempts involving HCLP or Hanover by
increasing the capital required to effectuate such transactions.
The definition of "Change of Control" includes a disposition of all or
substantially all of the property and assets of Hanover and its subsidiaries
taken as a whole to any Person. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, in certain
circumstances there may be a degree of uncertainty as to whether a particular
transaction would involve a disposition of "all or substantially all" of the
property or assets of a Person. As a result, it may be unclear as to whether a
Change of Control has occurred and whether a holder of notes may require the
Issuer to make an offer to repurchase the notes as described above.
The definition of "Change of Control" is limited in scope. The provisions of
the indenture and the participation agreement may not afford the noteholders
the right to require the Issuer to repurchase the notes in the event of a
highly leveraged transaction or certain transactions with Hanover's management
or its affiliates, including a reorganization, restructuring, merger or similar
transaction involving Hanover (including, in certain circumstances, an
acquisition of Hanover by management or its affiliates) that may adversely
affect noteholders, if such transaction is not a transaction defined as a
"Change of Control." A transaction involving Hanover's management or its
affiliates, or a transaction involving a recapitalization of Hanover, would
result in a Change of Control if it were the type of transaction specified in
such definition.
Certain Covenants Under The Indenture
Application of Proceeds
There will be no cash proceeds from the issuance of the new notes under this
exchange offer. The proceeds of the sale of the old notes and equity
certificates were used solely to finance the Issuer's acquisition of items of
Equipment in accordance with the terms of the participation agreement and for
costs related to such transactions.
122
Compliance with Laws
The Issuer has covenanted to comply with all applicable statutes, rules,
regulations, orders and restrictions of the United States of America, all
states and municipalities thereof and of any governmental department,
commission, board, regulatory authority, bureau, agency and instrumentality of
the foregoing, in respect of the conduct of its business and the ownership of
its property. The Issuer shall promptly take, and maintain the effectiveness
of, all action to effectuate the participation agreement, indenture or Lease,
as applicable, or otherwise that may, from time to time, be necessary or
appropriate under applicable law in connection with the performance by the
Issuer of its obligations under the participation agreement, indenture or
Lease, as applicable, or the taking of any action hereby or thereby
contemplated, or necessary for the legality, validity, binding effect or
enforceability of the participation agreement, indenture or Lease, as
applicable, or for the making of any payment or transfer or remittance of any
funds by the Issuer under the participation agreement, indenture or Lease, as
applicable.
Limitation on Liens
The Issuer will not, directly or indirectly, create, incur or suffer to
exist any Lien (other than Permitted Liens) on any of its property or assets.
The Issuer shall duly pay and discharge (i) immediately upon the attachment
thereof, all Liens (other than Permitted Liens) on any Collateral, (ii) as and
when due, all of its Indebtedness and other obligations before the time that
any Lien attaches unless and only to the extent that any such amounts are not
yet due and payable or the validity thereof is being contested in good faith by
appropriate proceedings so long as such proceedings do not involve any danger
of the sale, forfeiture or loss of the items of Equipment or any interest
therein and the Issuer maintains or causes Hanover and HCLP to maintain
appropriate reserves with respect thereto or has made adequate provision for
the payment thereof, in accordance with GAAP and approved by the Trustee and
(iii) all taxes imposed upon or against it or its property or assets, or upon
any property leased by it, prior to the date on which penalties attach thereto.
Limitation on Lines of Business
The Issuer will not (i) enter into any business other than the maintenance
of its corporate existence, the acquisition, leasing, financing and sale of the
Equipment and the taking of such actions as are required to comply with the
other covenants of the Issuer under the indenture, participation agreement,
registration rights agreement and other operative agreements (ii) create,
incur, assume or permit to exist any Indebtedness, except for the notes,
amounts payable under the participation agreement and ordinary course trade
payables which are incidental to the purposes permitted under the trust
agreement, (iii) enter into, or be a party to, any transaction with any Person,
except the transactions set forth in the participation agreement, indenture or
Lease, as applicable, and as expressly permitted thereby, or (iv) make any
investment in, Guarantee the obligations of, or make or advance money to any
Person, through the direct or indirect lending of money, holding of securities
or otherwise except the transactions set forth in the participation agreement,
indenture or Lease, as applicable, and as expressly permitted thereby.
Limitation on Liquidation
The Issuer shall not wind up, liquidate or dissolve its affairs or enter
into any merger or consolidation, or convey, sell, lease (substantially as a
whole) or otherwise dispose of (whether in one or in a series of transactions)
its assets, except as expressly permitted by the Lease or the participation
agreement.
Certain Covenants Under The Participation Agreement
In addition to the covenants under the indenture, the participation
agreement contains, among others, the following covenants with respect to
Hanover and HCLP, which may not be amended or waived without the prior written
consent of the holders of a majority of the principal amount of the notes and
the consent of the equity certificate holder to the extent such amendment or
waiver would adversely affect their interests. A default under these covenants
will constitute a default under the Lease and, therefore, a default under the
indenture.
123
Limitation on Indebtedness
Hanover will not, and will not permit any of its Restricted Subsidiaries to,
Incur any Indebtedness; provided, however, that Hanover and its Restricted
Subsidiaries may Incur Indebtedness if on the date thereof:
(1) the Consolidated Coverage Ratio for Hanover and its Restricted
Subsidiaries is at least 2.25 to 1.00; and
(2) no Default or Event of Default will have occurred or be continuing or
would occur as a consequence of Incurring the Indebtedness.
The first paragraph of this covenant will not prohibit the incurrence of the
following Indebtedness:
(1) Indebtedness of Hanover and its Subsidiaries Incurred pursuant to the
Senior Credit Agreement together with the principal component of amounts
outstanding under Qualified Receivables Transactions in an aggregate amount
not to exceed $400.0 million at any time outstanding, less the aggregate
principal amount of repayments with the proceeds from Asset Dispositions
pursuant to the provisions of the participation agreement described under
"--Limitations on Sales of Assets and Subsidiary Stock", and Guarantees of
Restricted Subsidiaries in respect of the Indebtedness Incurred pursuant to
the Senior Credit Agreement;
(2) the Lease, the Hanover Guarantee, the 2008 Lease and 2008 Guarantee;
(3) Indebtedness of Hanover owing to and held by any Wholly-Owned
Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted
Subsidiary owing to and held by Hanover or any Wholly-Owned Subsidiary
(other than a Receivables Entity); provided, however,
(a) if Hanover is the obligor on such Indebtedness, such Indebtedness
is expressly subordinated to the prior payment in full in cash of all
obligations with respect to the Lease and the Hanover Guarantee; and
(b) (i) any subsequent issuance or transfer of Capital Stock or any
other event which results in any such Indebtedness being beneficially
held by a Person other than Hanover or a Wholly-Owned Subsidiary (other
than a Receivables Entity) of Hanover; and
(ii) any sale or other transfer of any such Indebtedness to a
Person other than Hanover or a Wholly-Owned Subsidiary (other than a
Receivables Entity) of Hanover, shall be deemed, in each case, to
constitute an Incurrence of such Indebtedness by Hanover or such
Subsidiary, as the case may be;
(4) Indebtedness represented by (a) the notes, (b) any Indebtedness
(other than the Indebtedness described in clauses (1), (2), (3), (6) (8),
(9) and (10)) outstanding on the Issue Date, (c) any Indebtedness of
Production Operators Corporation or any of its subsidiaries in existence as
of the Issue Date and (d) any Refinancing Indebtedness Incurred in respect
of any Indebtedness described in this clause (4) or clause (5) or Incurred
pursuant to the first paragraph of this covenant;
(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on
the date on which such Restricted Subsidiary was acquired by Hanover (other
than Indebtedness Incurred (a) to provide all or any portion of the funds
utilized to consummate the transaction or series of related transactions
pursuant to which such Restricted Subsidiary became a Restricted Subsidiary
or was otherwise acquired by Hanover or (b) otherwise in connection with, or
in contemplation of, such acquisition); provided, however, that at the time
such Restricted Subsidiary is acquired by Hanover, Hanover would have been
able to Incur $1.00 of additional Indebtedness pursuant to the first
paragraph of this covenant after giving effect to the Incurrence of such
Indebtedness pursuant to this clause (5);
124
(6) Indebtedness under Currency Agreements and Interest Rate Agreements;
provided that in the case of Currency Agreements and Interest Rate
Agreements, such Currency Agreements and Interest Rate Agreements are
entered into for bona fide hedging purposes of Hanover or its Restricted
Subsidiaries (as determined in good faith by the Board of Directors or
senior management of Hanover) and substantially correspond in terms of
notional amount, duration, currencies and interest rates, as applicable, to
Indebtedness of Hanover or its Restricted Subsidiaries on customary terms
entered into in the ordinary course of business and Incurred without
violation of the terms of the participation agreement;
(7) the Incurrence by Hanover or any of its Restricted Subsidiaries of
Indebtedness represented by Capitalized Lease Obligations, mortgage
financings or purchase money obligations with respect to assets other than
Capital Stock or other Investments, in each case Incurred for the purpose of
financing all or any part of the purchase price or cost of construction or
improvements of property used in the business of Hanover or such Restricted
Subsidiary, in an aggregate principal amount not to exceed $75.0 million at
any time outstanding (it being understood that any Indebtedness Incurred
pursuant to this clause (7) shall cease to be deemed to be Incurred or
outstanding for purposes hereof but shall be deemed Incurred for purposes of
the first paragraph of this covenant from and after the first date on which
Hanover or its Restricted Subsidiaries could have Incurred such Indebtedness
under the first paragraph of this covenant without reliance on this clause
(7));
(8) Indebtedness Incurred in respect of workers' compensation claims,
self-insurance obligations, performance, surety and similar bonds and
completion guarantees provided by Hanover or a Restricted Subsidiary in the
ordinary course of business;
(9) Indebtedness arising from agreements of Hanover or a Restricted
Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred or assumed in connection with
the disposition of any business, assets or Capital Stock of a Restricted
Subsidiary;
(10) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary course
of business, provided, however, that such Indebtedness is extinguished
within five business days of Incurrence; and
(11) in addition to the items referred to in clauses (1) through (10)
above, Indebtedness of Hanover and its Restricted Subsidiaries in an
aggregate outstanding principal amount which, when taken together with the
principal amount of all other Indebtedness Incurred pursuant to this clause
(11) and then outstanding, will not exceed $75.0 million (it being
understood that any Indebtedness Incurred pursuant to this clause (11) shall
cease to be deemed to be Incurred or outstanding for purposes hereof but
shall be deemed Incurred for purposes of the first paragraph of this
covenant from and after the first date on which Hanover or its Restricted
Subsidiaries could have Incurred such Indebtedness under the first paragraph
of this covenant without reliance on this clause (11)).
For purposes of determining compliance with, and the outstanding principal
amount of any particular Indebtedness Incurred pursuant to, and in compliance
with, this covenant:
(1) (A) Indebtedness permitted by this covenant need not be permitted
solely by reference to one provision permitting such Indebtedness but may be
permitted in part by one such provision and in part by one or more other
provisions of this covenant permitting such Indebtedness and (B) in the
event that Indebtedness meets the criteria of more than one of the types of
Indebtedness described in the first and second paragraphs of this covenant,
Hanover, in its sole discretion, will classify such item of Indebtedness and
only be required to include the amount and type of such Indebtedness in one
of such clauses; and
(2) the amount of Indebtedness issued at a price that is less than the
principal amount thereof will be equal to the amount of the liability in
respect thereof determined in accordance with GAAP.
125
Accrual of interest, accrual of dividends, the accretion of accreted value,
the payment of interest in the form of additional Indebtedness and the payment
of dividends in the form of additional shares of Preferred Stock will not be
deemed to be an Incurrence of Indebtedness for purposes of this covenant. The
amount of any Indebtedness outstanding as of any date shall be (i) the accreted
value of the Indebtedness in the case of any Indebtedness issued with original
issue discount and (ii) the principal amount or liquidation preference thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.
In addition, Hanover will not permit any of its Unrestricted Subsidiaries to
Incur any Indebtedness or issue any shares of Disqualified Stock, other than
Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a
Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to
be Incurred by a Restricted Subsidiary of Hanover as of such date (and, if such
Indebtedness is not permitted to be Incurred as of such date under this
"Limitation on Indebtedness" covenant, Hanover shall be in Default of this
covenant).
For purposes of determining compliance with any U.S. dollar-denominated
restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be
calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was Incurred, in the case of term Indebtedness, or first
committed, in the case of revolving credit Indebtedness; provided that if such
Indebtedness is Incurred to refinance other Indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable U.S.
dollar-dominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-dominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such Refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. Notwithstanding any
other provision of this covenant, the maximum amount of Indebtedness that
Hanover may Incur pursuant to this covenant shall not be deemed to be exceeded
solely as a result of fluctuations in the exchange rate of currencies. The
principal amount of any Indebtedness incurred to refinance other Indebtedness,
if Incurred in a different currency from the Indebtedness being refinanced,
shall be calculated based on the currency exchange rate applicable to the
currencies in which such Refinancing Indebtedness is denominated that is in
effect on the date of such refinancing.
Limitation on Layering
Hanover will not Incur any Indebtedness if such Indebtedness is subordinate
or junior in ranking in any respect to any Senior Indebtedness unless such
Indebtedness is Senior Subordinated Indebtedness or is contractually
subordinated in right of payment to Senior Subordinated Indebtedness. Neither
HCLP nor any Subsidiary Guarantor will Incur any Indebtedness if such
Indebtedness is contractually subordinate or junior in ranking in any respect
to any Guarantor Senior Indebtedness of such Subsidiary Guarantor unless such
Indebtedness is Guarantor Senior Subordinated Indebtedness of such Subsidiary
Guarantor or is contractually subordinated in right of payment to Guarantor
Senior Subordinated Indebtedness of such Subsidiary Guarantor.
Limitation on Restricted Payments
Hanover will not, and will not permit any of its Restricted Subsidiaries,
directly or indirectly, to:
(1) declare or pay any dividend or make any distribution on or in respect
of its Capital Stock (including any payment in connection with any merger or
consolidation involving Hanover or any of its Restricted Subsidiaries)
except:
(a) dividends or distributions payable in Capital Stock of Hanover
(other than Disqualified Stock) or in options, warrants or other rights
to purchase such Capital Stock; and
(b) dividends or distributions payable to Hanover or a Restricted
Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned
Subsidiary, to its other holders of common Capital Stock on a pro rata
basis);
126
(2) purchase, redeem, retire or otherwise acquire for value any Capital
Stock of Hanover or any direct or indirect parent of Hanover held by Persons
other than Hanover or a Restricted Subsidiary of Hanover (other than in
exchange for Capital Stock of Hanover (other than Disqualified Stock));
(3) purchase, repurchase, redeem, defease or otherwise acquire or retire
for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Subordinated Obligations or Guarantor Subordinated
Obligations (other than the purchase, repurchase or other acquisition of
Subordinated Obligations or Guarantor Subordinated Obligations purchased in
anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case due within one year of the date of purchase,
repurchase or acquisition); or
(4) make any Restricted Investment in any Person (any such dividend,
distribution, purchase, redemption, repurchase, defeasance, other
acquisition, retirement or Restricted Investment referred to in clauses (1)
through (4) shall be referred to herein as a "Restricted Payment");
if at the time Hanover or such Restricted Subsidiary makes such Restricted
Payment:
(a) a Default shall have occurred and be continuing (or would result
therefrom); or
(b) Hanover is not able to Incur an additional $1.00 of Indebtedness
pursuant to the first paragraph under the "Limitation on Indebtedness"
covenant after giving effect, on a pro forma basis, to such Restricted
Payment; or
(c) the aggregate amount of such Restricted Payment and all other
Restricted Payments declared or made subsequent to the Issue Date would
exceed the sum of:
(i) 50% of Consolidated Net Income for the period (treated as one
accounting period) from the Issue Date to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment
for which financial statements are in existence (or, in case such
Consolidated Net Income is a deficit, minus 100% of such deficit);
(ii) the aggregate Net Cash Proceeds received by Hanover from the
issue or sale of its Capital Stock (other than Disqualified Stock) or
other capital contributions subsequent to the Issue Date (other than
Net Cash Proceeds received from an issuance or sale of such Capital
Stock to a Subsidiary of Hanover or an employee stock ownership plan,
option plan or similar trust to the extent such sale to an employee
stock ownership plan, option plan or similar trust is financed by
loans from or guaranteed by Hanover or any Restricted Subsidiary
unless such loans have been repaid with cash on or prior to the date
of determination);
(iii) the amount by which Indebtedness of Hanover is reduced on
Hanover's balance sheet upon the conversion or exchange (other than
by a Subsidiary of Hanover) subsequent to the Issue Date of any
Indebtedness of Hanover convertible or exchangeable for Capital Stock
(other than Disqualified Stock) of Hanover (less the amount of any
cash, or other property, distributed by Hanover upon such conversion
or exchange);
(iv) the amount equal to the net reduction in Restricted
Investments made by Hanover or any of its Restricted Subsidiaries in
any Person resulting from:
(A) repurchases or redemptions of such Restricted Investments
by such Person, proceeds realized upon the sale of such
Restricted Investment to an unaffiliated purchaser, repayments of
loans or advances or other transfers of assets (including by way
of dividend or distribution) by such Person to Hanover or any
Restricted Subsidiary of Hanover; or
(B) the redesignation of Unrestricted Subsidiaries as
Restricted Subsidiaries (valued in each case as provided in the
definition of "Investment") not to exceed, in the case of any
Unrestricted Subsidiary, the amount of Investments previously
made by Hanover or any Restricted Subsidiary in such Unrestricted
Subsidiary, which amount in each case under this
127
clause (iv) was included in the calculation of the amount of
Restricted Payments; provided, however, that no amount will be
included under this clause (iv) to the extent it is already
included in Consolidated Net Income; and
(v) $75.0 million.
The provisions of the preceding paragraph will not prohibit:
(1) any purchase or redemption of Capital Stock or Subordinated
Obligations of Hanover made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of Hanover (other than
Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary or an employee stock ownership plan or similar trust to the
extent such sale to an employee stock ownership plan or similar trust is
financed by loans from or Guaranteed by Hanover or any Restricted Subsidiary
unless such loans have been repaid with cash on or prior to the date of
determination); provided, however, that such purchase or redemption will be
excluded in subsequent calculations of the amount of Restricted Payments;
(2) any purchase or redemption of Subordinated Obligations of Hanover
made by exchange for, or out of the proceeds of the substantially concurrent
sale of, Subordinated Obligations of Hanover that qualifies as Refinancing
Indebtedness; provided, however, that such purchase or redemption will be
excluded in subsequent calculations of the amount of Restricted Payments;
(3) so long as no Default or Event of Default has occurred and is
continuing, any purchase or redemption of Subordinated Obligations from Net
Available Cash to the extent permitted under "--Limitation on Sales of
Assets and Subsidiary Stock" below; provided, however, that such purchase or
redemption will be excluded in subsequent calculations of the amount of
Restricted Payments;
(4) dividends paid within 60 days after the date of declaration if at
such date of declaration such dividend would have complied with this
provision; provided, however, that such dividends will be included in
subsequent calculations of the amount of Restricted Payments;
(5) so long as no Default or Event of Default has occurred and is
continuing:
(a) the purchase, redemption or other acquisition, cancellation or
retirement for value of Capital Stock, or options, warrants, equity
appreciation rights or other rights to purchase or acquire Capital Stock
of Hanover or any Restricted Subsidiary of Hanover or any parent of
Hanover held by any existing or former directors, employees or
management of Hanover or any Subsidiary of Hanover or their assigns,
estates or heirs, in each case in connection with the repurchase
provisions under employee or director stock option or stock purchase
agreements or other agreements to compensate management employees or
directors; provided that such redemptions or repurchases pursuant to
this clause will not exceed $25.0 million in the aggregate during any
calendar year; provided, however, that the amount of any such repurchase
or redemption will be included in subsequent calculations of the amount
of Restricted Payments; and
(b) loans or advances to employees or directors of Hanover or any
Subsidiary of Hanover the proceeds of which are used to purchase Capital
Stock of Hanover, in an aggregate amount not in excess of $25.0 million
at any one time outstanding; provided, however, that the amount of such
loans and advances will be included in subsequent calculations of the
amount of Restricted Payments;
(6) repurchases of Capital Stock deemed to occur upon the exercise of
stock options if such Capital Stock represents a portion of the exercise
price thereof; provided, however, that such repurchases will be excluded
from subsequent calculations of the amount of Restricted Payments; and
(7) payments under the Subordinated Acquisition Note permitted by the
subordination provisions contained therein, which permit repayment only upon
an issuance of equity by Hanover or upon a change of control at Hanover.
The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of such Restricted Payment of the assets or securities
proposed to be paid, transferred or issued by Hanover or such
128
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any cash Restricted Payment shall be its face amount
and any non-cash Restricted Payment shall be determined conclusively by the
Board of Directors of Hanover acting in good faith whose resolution with
respect thereto shall be delivered to the Trustee (with a copy to the Issuer),
such determination to be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such
fair market value is estimated to exceed $10.0 million. Not later than the date
of making any Restricted Payment, Hanover shall deliver to the Trustee (with a
copy to the Issuer) an Officer's Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by the covenant "Restricted Payments" were computed, together with a
copy of any fairness opinion or appraisal required by the participation
agreement.
Limitation on Liens
Hanover will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur or suffer to exist any Lien (other than
Permitted Liens) upon any of its, or any such Restricted Subsidiary's, property
or assets (including Capital Stock), whether owned on the date of the
participation agreement or acquired after that date, securing any Senior
Subordinated Indebtedness, Subordinated Obligations, Guarantor Senior
Subordinated Indebtedness or Guarantor Subordinated Obligations, unless
contemporaneously with the Incurrence of the Liens effective provision is made
to secure the Hanover Guarantee equally and ratably with (or prior to in the
case of Liens with respect to Subordinated Obligations or Guarantor
Subordinated Obligations, as the case may be) the Indebtedness secured by such
Lien for so long as such Indebtedness is so secured.
Limitation on Restrictions on Distributions from Restricted Subsidiaries
Hanover will not, and will not permit any Restricted Subsidiary to, create
or otherwise cause or permit to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any Restricted
Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock or
pay any Indebtedness or other obligations owed to Hanover or any Restricted
Subsidiary;
(2) make any loans or advances to Hanover or any Restricted Subsidiary; or
(3) transfer any of its property or assets to Hanover or any Restricted
Subsidiary.
The preceding provisions will not prohibit:
(i) any encumbrance or restriction pursuant to an agreement in effect
at or entered into on the date of the participation agreement,
including, without limitation, the participation agreement, the
participation agreement with respect to the 2008 Lease, and the Senior
Credit Agreement in effect on such date;
(ii) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness
Incurred by a Restricted Subsidiary on or before the date on which such
Restricted Subsidiary was acquired by Hanover (other than Indebtedness
Incurred as consideration in, or to provide all or any portion of the
funds utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by Hanover or in contemplation of
the transaction) and outstanding on such date;
(iii) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement effecting a refunding, replacement
or refinancing of Indebtedness Incurred pursuant to an agreement
referred to in clause (i) or (ii) of this paragraph or this clause (iii)
or contained in any amendment to an agreement referred to in clause (i)
or (ii) of this paragraph or this clause (iii); provided, however, that
the encumbrances and restrictions with respect to such Restricted
Subsidiary
129
contained in any such agreement are no less favorable in any material
respect to the holders of the notes than the encumbrances and
restrictions contained in such agreements referred to in clauses (i) or
(ii) of this paragraph on the Issue Date or the date such Restricted
Subsidiary became a Restricted Subsidiary, whichever is applicable;
(iv) in the case of clause (3) of the first paragraph of this
covenant, any encumbrance or restriction:
(a) that restricts in a customary manner the subletting,
assignment or transfer of any property or asset that is subject to a
lease, license or similar contract, or the assignment or transfer of
any such lease, license or other contract;
(b) contained in mortgages, pledges or other security agreements
permitted under the participation agreement securing Indebtedness of
Hanover or a Restricted Subsidiary to the extent such encumbrances or
restrictions restrict the transfer of the property subject to such
mortgages, pledges or other security agreements; or
(c) pursuant to customary provisions restricting dispositions of
real property interests set forth in any reciprocal easement
agreements of Hanover or any Restricted Subsidiary;
(v) purchase money obligations for property acquired in the ordinary
course of business that impose encumbrances or restrictions of the
nature described in clause (3) of the first paragraph of this covenant
on the property so acquired;
(vi) any Purchase Money Note or other Indebtedness or contractual
requirements incurred with respect to a Qualified Receivables
Transaction relating exclusively to a Receivables Entity that, in the
good faith determination of the Board of Directors, are necessary to
effect such Qualified Receivables Transaction;
(vii) any restriction with respect to a Restricted Subsidiary (or any
of its property or assets) imposed pursuant to an agreement entered into
for the direct or indirect sale or disposition of all or substantially
all the Capital Stock or assets of such Restricted Subsidiary (or the
property or assets that are subject to such restriction) pending the
closing of such sale or disposition; and
(viii) encumbrances or restrictions arising or existing by reason of
applicable law or any applicable rule, regulation or order.
Limitation on Sales of Assets and Subsidiary Stock
Hanover will not, and will not permit any of its Restricted Subsidiaries to,
make any Asset Disposition unless:
(1) Hanover or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Disposition at least equal to the
fair market value, as determined in good faith by the Board of Directors
(including as to the value of all non-cash consideration), of the shares and
assets subject to such Asset Disposition;
(2) at least 80% of the consideration from such Asset Disposition
received by Hanover or such Restricted Subsidiary, as the case may be, is in
the form of cash or Cash Equivalents; and
(3) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by Hanover or such Restricted Subsidiary, as the case
may be:
(a) to the extent Hanover or any Restricted Subsidiary, as the case
may be, elects (or is required by the terms of any Senior Indebtedness)
to prepay, repay or purchase Senior Indebtedness or Indebtedness (other
than any Preferred Stock or Guarantor Subordinated Obligation) of a
Restricted Subsidiary that is a Subsidiary Guarantor (in each case other
than Indebtedness owed to Hanover or an
130
Affiliate of Hanover); provided, however, that, in connection with any
prepayment, repayment or purchase of Indebtedness pursuant to this
clause (a), Hanover or such Restricted Subsidiary will retire such
Indebtedness and will cause the related commitment (if any) to be
permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased; and
(b) to the extent of the balance of such Net Available Cash after
application in accordance with clause (a), to the extent Hanover or such
Restricted Subsidiary elects to invest in Additional Assets within 360
days from the later of the date of such Asset Disposition or the receipt
of such Net Available Cash.
Any Net Available Cash from Asset Dispositions that is not applied or
invested as provided in the preceding paragraph will be deemed to constitute
"Excess Proceeds." On the 361st day after an Asset Disposition, if the
aggregate amount of Excess Proceeds exceeds $25.0 million, Hanover will notify
the Issuer that it will, upon notice by the Trustee, cause HCLP to purchase
Equipment having a Termination Value equal to or less than the amount by which
such excess amount exceeds the portion made available for an "Asset Disposition
Offer" pursuant to the 2008 Indenture. Hanover has the option to apply such
excess amount under the indenture or the 2008 Indenture. Concurrently with the
repurchase of the notes described below, (a) HCLP will purchase the amount of
Equipment, at such Equipment's Termination Value, necessary to generate
sufficient proceeds for the Issuer to prepay a proportionate amount of equity
certificates, and (b) HCLP will make a payment of supplemental rent to the
Issuer sufficient for the Issuer to pay any accrued and unpaid interest on the
notes being repurchased and yield on the equity certificates being prepaid, as
well as any applicable redemption premium.
The Issuer shall promptly make an offer ("Asset Disposition Offer") to all
holders of the notes to purchase the maximum principal amount of notes that may
be purchased out of the Excess Proceeds that have been applied to the purchase
of the Equipment for purposes of such corresponding repurchase of the notes
described in the preceding paragraph, taking into account the proportionate
amount of equity certificates to be repaid, at an offer price in cash in an
amount equal to 100% of the principal amount of the notes, plus accrued and
unpaid interest to the date of purchase, in accordance with the procedures set
forth in the indenture, in each case in multiples of $1,000. To the extent that
the aggregate amount of notes so validly tendered and not properly withdrawn
pursuant to an Asset Disposition Offer and the proportionate amount of equity
certificates to be repaid is less than the Excess Proceeds, Hanover may use any
remaining Excess Proceeds for general corporate purposes, subject to the other
covenants contained in the indenture and the participation agreement. If the
aggregate principal amount of notes surrendered by holders thereof and the
proportionate amount of equity certificates to be repaid exceeds the amount of
Excess Proceeds, the notes and the corresponding amount of equity certificates
shall be purchased and repaid, as applicable, on a pro rata basis. Upon
completion of such Asset Disposition Offer, the amount of Excess Proceeds shall
be reset at zero.
The Asset Disposition Offer will remain open for a period of 20 Business
Days following its commencement, except to the extent that a longer period is
required by applicable law (the "Asset Disposition Offer Period"). No later
than five Business Days after the termination of the Asset Disposition Offer
Period (the "Asset Disposition Purchase Date"), the Issuer will purchase the
principal amount of notes required to be purchased pursuant to this covenant
(the "Asset Disposition Offer Amount") or, if less than the Asset Disposition
Offer Amount has been so validly tendered, all notes validly tendered in
response to the Asset Disposition Offer.
If the Asset Disposition Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid
interest will be paid to the Person in whose name a note is registered at the
close of business on such record date, and no additional interest will be
payable to holders of the notes who tender notes pursuant to the Asset
Disposition Offer.
On or before the Asset Disposition Purchase Date, the Issuer will, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Asset Disposition Offer Amount of notes or portions of notes so validly
tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or
if less than the Asset
131
Disposition Offer Amount has been validly tendered and not properly withdrawn,
all notes so validly tendered and not properly withdrawn, in each case in
integral multiples of $1,000. The Issuer will deliver to the Trustee an
Officer's Certificate stating that such notes or portions thereof were accepted
for payment by the Issuer in accordance with the terms of this covenant. The
Issuer or the Paying Agent, as the case may be, will promptly (but in any case
not later than five Business Days after termination of the Asset Disposition
Offer Period) mail or deliver to each tendering holder of notes an amount equal
to the purchase price of the notes so validly tendered and not properly
withdrawn by such holder and accepted by the Issuer for purchase, and the
Issuer will promptly issue a new note, and the Trustee, upon delivery of an
Officer's Certificate from the Issuer will authenticate and mail or deliver
such new note to such holder, in a principal amount equal to any unpurchased
portion of the note surrendered; provided that each such new note will be in a
principal amount of $1,000 or an integral multiple of $1,000. Any note not so
accepted will be promptly mailed or delivered by the Issuer to the holder
thereof. The Issuer will publicly announce the results of the Asset Disposition
Offer on the Asset Disposition Purchase Date.
For the purposes of this covenant, the following will be deemed to be cash:
(1) the assumption by the transferee of Senior Indebtedness of Hanover or
Indebtedness (other than Guarantor Senior Subordinated Indebtedness,
Guarantor Subordinated Obligations or Preferred Stock) of any Restricted
Subsidiary of Hanover and the release of Hanover or such Restricted
Subsidiary from all liability on such Senior Indebtedness or Indebtedness in
connection with such Asset Disposition (in which case Hanover will, without
further action, be deemed to have applied such deemed cash to Indebtedness
in accordance with clause (a) above); and
(2) securities, notes or other obligations received by Hanover or any
Restricted Subsidiary of Hanover from the transferee that are promptly
converted by Hanover or such Restricted Subsidiary into cash.
Limitation on Affiliate Transactions
Hanover will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of Hanover (an "Affiliate Transaction") unless:
(1) the terms of such Affiliate Transaction are no less favorable to
Hanover or such Restricted Subsidiary, as the case may be, than those that
could be obtained in a comparable transaction at the time of such
transaction in arm's-length dealings with a Person who is not such an
Affiliate;
(2) in the event such Affiliate Transaction involves an aggregate amount
in excess of $10.0 million, the terms of such transaction have been approved
by a majority of the members of the Board of Directors of Hanover and by a
majority of the members of such Board having no personal stake in such
transaction, if any (and such majority or majorities, as the case may be,
determines that such Affiliate Transaction satisfies the criterion in clause
(1) above); and
(3) in the event such Affiliate Transaction involves an aggregate amount
in excess of $25.0 million, Hanover has received a written opinion from an
independent investment banking firm of nationally recognized standing that
such Affiliate Transaction is not materially less favorable than those that
might reasonably have been obtained in a comparable transaction at such time
on an arms-length basis from a Person that is not an Affiliate.
The preceding paragraph will not apply to:
(1) transactions among Hanover, HCLP, the Issuer and the Hanover
Guarantors under the Operative Agreements;
(2) any Restricted Payment (other than a Restricted Investment) permitted
to be made pursuant to the covenant described under "Limitation on
Restricted Payments";
132
(3) any issuance of securities, or other payments, awards or grants in
cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, stock options and stock ownership plans and other reasonable
fees, compensation, benefits and indemnities paid or entered into by Hanover
or its Restricted Subsidiaries in the ordinary course of business to or with
officers, directors or employees of Hanover and its Restricted Subsidiaries;
(4) loans or advances to employees and consultants in the ordinary course
of business of Hanover or any of its Restricted Subsidiaries in an amount
not to exceed $5.0 million in the aggregate during any calendar year;
(5) any transaction between Hanover and a Restricted Subsidiary (other
than a Receivables Entity) or between Restricted Subsidiaries (other than a
Receivables Entity);
(6) the payment of reasonable and customary fees paid to, and indemnity
provided on behalf of, officers, directors or employees of Hanover or any
Restricted Subsidiary of Hanover;
(7) the performance of obligations of Hanover or any of its Restricted
Subsidiaries under the terms of any agreement to which Hanover or any of its
Restricted Subsidiaries is a party on the Issue Date and identified on a
schedule to the participation agreement, as these agreements may be amended,
modified or supplemented from time to time; provided, however, that any
future amendment, modification or supplement entered into after the Issue
Date will be permitted to the extent that its terms are not more
disadvantageous to the holders of the notes in its entirety than the terms
of the agreements in effect on the Issue Date;
(8) sales or other transfers or dispositions of accounts receivable and
other related assets customarily transferred in an asset securitization
transaction involving accounts receivable to a Receivables Entity in a
Qualified Receivables Transaction, and acquisitions of Permitted Investments
in connection with a Qualified Receivables Transaction; and
(9) transactions with joint venture partners in an amount not to exceed
$10.0 million in the aggregate during any calendar year.
Limitation on Sale of Capital Stock of Restricted Subsidiaries
Hanover will not, and will not permit any of its Restricted Subsidiaries to,
transfer, convey, sell, lease or otherwise dispose of any Voting Stock of any
Restricted Subsidiary or to issue any of the Voting Stock of a Restricted
Subsidiary (other than, if necessary, shares of its Voting Stock constituting
directors' qualifying shares) to any Person except:
(1) to Hanover or a Wholly-Owned Subsidiary other than a Receivables
Entity; or
(2) in compliance with the covenant described under "--Limitation on
Sales of Assets and Subsidiary Stock" and, immediately after giving effect
to such issuance or sale, such Restricted Subsidiary would continue to be a
Restricted Subsidiary.
Notwithstanding the preceding paragraph, Hanover may sell all the Voting
Stock of a Restricted Subsidiary as long as Hanover complies with the terms of
the covenant described under "--Limitation on Sales of Assets and Subsidiary
Stock."
SEC Reports
Notwithstanding that Hanover or the Issuer may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, to the
extent permitted by the Exchange Act, Hanover and the Issuer will file with the
Commission, and provide the Trustee with, the annual reports and the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe) that
are specified in Sections 13 and 15(d) of the Exchange Act within the time
periods specified
133
therein. In the event that Hanover or the Issuer is not permitted to file such
reports, documents and information with the Commission pursuant to the Exchange
Act, Hanover or the Issuer, as applicable, will nevertheless provide such
Exchange Act information to the Trustee as if Hanover or the Issuer, as the
case may be, were subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act within the time periods specified therein.
Merger and Consolidation
Hanover will not consolidate with or merge with or into, or convey, transfer
or lease all or substantially all its assets to, any Person, unless:
(1) the resulting, surviving or transferee Person (the "Successor
Company") will be a corporation, partnership, trust or limited liability
company organized and existing under the laws of the United States of
America, any State of the United States or the District of Columbia and the
Successor Company (if not Hanover) will expressly assume, by an assumption
agreement supplemental to the participation agreement, executed by the
Successor Company and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of Hanover under the Hanover Guarantee and the
participation agreement;
(2) immediately after giving effect to such transaction (and treating any
Indebtedness that becomes an obligation of the Successor Company or any
Subsidiary of the Successor Company as a result of such transaction as
having been Incurred by the Successor Company or such Subsidiary at the time
of such transaction), no Default or Event of Default shall have occurred and
be continuing;
(3) immediately after giving effect to such transaction, the Successor
Company would be able to Incur at least an additional $1.00 of Indebtedness
pursuant to the first paragraph of the "Limitation on Indebtedness"
covenant; and
(4) Hanover shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and such assumption agreement (if any) comply with the
participation agreement.
For purposes of this covenant, the sale, lease, conveyance, assignment,
transfer, or other disposition of all or substantially all of the properties
and assets of one or more Subsidiaries of Hanover, which properties and assets,
if held by Hanover instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of Hanover on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of Hanover; provided, however, that a Sale/Leaseback
Transaction involving all or substantially all of the properties and assets of
Hanover or of one or more Subsidiaries of Hanover, which properties and assets,
if held by Hanover instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of Hanover on a consolidated
basis, shall not be deemed to be the transfer of all or substantially all of
the properties and assets of Hanover, and provided, further, that such
Sale/Leaseback Transaction shall be subject to the covenants under
"--Limitation on Indebtedness" and "--Limitation on Sales of Assets and
Subsidiary Stock".
The Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, Hanover under the participation agreement,
but, in the case of a lease of all or substantially all its assets, Hanover
will not be released from the obligation to pay the principal of and interest
on the notes pursuant to the Hanover Guarantee.
Although there is a limited body of case law interpreting the phrase
"substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, in certain circumstances there may be a
degree of uncertainty as to whether a particular transaction would involve "all
or substantially all" of the property or assets of a Person.
Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary of
Hanover may consolidate with, merge into or transfer all or part of its
properties and assets to Hanover and (y) Hanover may merge with an Affiliate
incorporated solely for the purpose of reincorporating Hanover in another
jurisdiction to realize tax or other benefits.
134
Future Subsidiary Guarantors
As of the date of this prospectus, there are no Subsidiary Guarantors other
than HCLP with respect to the notes. After the Issue Date, Hanover will cause
each Restricted Subsidiary (other than a Foreign Subsidiary or a Receivables
Entity) that (i) becomes, or upon its creation or acquisition by Hanover or one
or more of its Restricted Subsidiaries is, a Material Subsidiary and (ii)
becomes a guarantor under the Senior Credit Agreement, to execute and deliver
to the Trustee, promptly after becoming a guarantor under the Senior Credit
Agreement, a Guarantee pursuant to which such Restricted Subsidiary will become
a Subsidiary Guarantor with respect to the Hanover Guarantee.
Events of Default
Each of the following is an Event of Default under the indenture:
(1) default in any payment of interest or additional interest (as
required by the Registration Rights Agreement) on any note when due,
continued for 30 days;
(2) default in the payment of principal of or premium, if any, on any
note when due at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise;
(3) failure by Hanover, HCLP or any other Hanover Guarantor to comply
with its obligations under "Certain Covenants under the Participation
Agreement--Merger and Consolidation";
(4) failure by the Issuer to comply for 30 days after notice with any of
its obligations under the covenants described under "Certain Covenants under
the Indenture" above (other than a failure to purchase notes when required,
which will constitute an Event of Default under clause (2) above);
(5) failure by the Issuer to comply for 60 days after notice with its
other agreements contained in the indenture or any covenant, representation
or warranty under any of the other Operative Agreements;
(6) the occurrence and continuation of a Lease Event of Default (see
"Summary of Principal Operative Agreements--The Lease--Events of Default");
(7) the Operative Agreements no longer create a first priority lien on
all the Collateral for the benefit of the Trustee in its capacity as
collateral agent (subject to Permitted Liens);
(8) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by Hanover or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by Hanover or any of its Restricted
Subsidiaries), other than Indebtedness owed to Hanover or a Restricted
Subsidiary, whether such Indebtedness or guarantee now exists, or is created
after the date of the indenture, which default:
(a) is caused by a failure to pay principal of, or interest or
premium, if any, on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness ("payment default"); or
(b) results in the acceleration of such Indebtedness prior to its
maturity (the "cross acceleration provision");
and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there
has been a payment default or the maturity of which has been so accelerated,
aggregates $20.0 million or more;
(9) certain events of bankruptcy, insolvency or reorganization of the
Issuer, Hanover, any Significant Subsidiary or a group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for Hanover and its Restricted Subsidiaries), would
constitute a Significant Subsidiary (collectively, the "bankruptcy
provisions");
135
(10) failure by the Issuer, Hanover or any of its Restricted Subsidiaries
to pay final judgments aggregating in excess of $20.0 million (net of any
amounts that a reputable and creditworthy insurance company has acknowledged
liability for in writing), which judgments are not paid, discharged or
stayed for a period of 60 days (the "judgment default provision"); and
(11) the Hanover Guarantee ceases to be in full force and effect (except
as contemplated by the terms of the indenture and the participation
agreement) or is declared null and void in a judicial proceeding with
respect to any of the Hanover Guarantors, or any of the Hanover Guarantors
denies or disaffirms its obligations under the participation agreement or
the Hanover Guarantee.
However, a default under clauses (4) and (5) of this paragraph will not
constitute an Event of Default until the Trustee or the holders of 25% in
principal amount of the outstanding notes notify the Issuer of the default and
the Issuer does not cure such default within the time specified in clauses (4)
and (5) of this paragraph after receipt of such notice.
If an Event of Default (other than an Event of Default described in clause
(9) above) occurs and is continuing, the Trustee by notice to the Issuer, or
the holders of at least 25% in principal amount of such outstanding notes by
notice to the Issuer and the Trustee, may, and the Trustee at the request of
such holders shall, declare the principal of, premium, if any, and accrued and
unpaid interest, if any, on all the notes to be due and payable; provided,
however, that so long as any Bank Indebtedness remains outstanding, no such
acceleration shall be effective until the earlier of (i) two business days
after delivery of written notice to Hanover, HCLP and the Representative under
such Bank Indebtedness and (ii) the day on which any Bank Indebtedness is
accelerated. Upon such a declaration, such principal, premium and accrued and
unpaid interest will be due and payable immediately. In the event of a
declaration of acceleration of the notes because an Event of Default described
in clause (8) under "Events of Default" has occurred and is continuing, the
declaration of acceleration of the notes shall be automatically annulled if the
event of default or payment default triggering such Event of Default pursuant
to clause (8) shall be remedied or cured by Hanover or a Restricted Subsidiary
of Hanover or waived by the holders of the relevant Indebtedness within 20 days
after the declaration of acceleration with respect thereto and if (1) the
annulment of the acceleration of the notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (2) all existing Events of
Default, except nonpayment of principal, premium or interest on the notes that
became due solely because of the acceleration of the notes, have been cured or
waived. If an Event of Default described in clause (9) above occurs and is
continuing, the principal of, premium, if any, and accrued and unpaid interest
on all the notes will become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holders. The holders
of a majority in principal amount of the outstanding notes may waive all
existing defaults or Events of Defaults, or their consequences (except with
respect to nonpayment of principal, premium or interest) and rescind any such
acceleration with respect to the notes and its consequences if (1) rescission
would not conflict with any judgment or decree of a court of competent
jurisdiction and (2) all existing Events of Default, other than the nonpayment
of the principal of, premium, if any, and interest on the notes that have
become due solely by such declaration of acceleration, have been cured or
waived.
Subject to the provisions of the indenture relating to the duties of the
Trustee, if an Event of Default occurs and is continuing, the Trustee will be
under no obligation to exercise any of the rights or powers under the indenture
at the request or direction of any of the respective holders unless such
holders have offered to the Trustee reasonable indemnity or security against
any loss, liability or expense. Except to enforce the right to receive payment
of principal, premium, if any, or interest when due, no holder may pursue any
remedy with respect to the indenture or the notes unless:
(1) such holder has previously given the Trustee notice that an Event of
Default is continuing;
(2) holders of at least 25% in principal amount of the outstanding notes
have requested that the Trustee pursue the remedy;
(3) such holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense;
136
(4) the Trustee has not complied with such request within 60 days after
the receipt of the request and the offer of security or indemnity; and
(5) the holders of a majority in principal amount of the outstanding
notes have not given the Trustee a direction that, in the opinion of the
Trustee, is inconsistent with such request within such 60-day period.
Subject to certain restrictions, the holders of a majority in principal
amount of the outstanding notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The indenture
provides that in the event an Event of Default has occurred and is continuing,
the Trustee will be required in the exercise of its powers to use the degree of
care that a prudent person would use in the conduct of its own affairs. The
Trustee, however, may refuse to follow any direction that conflicts with law or
the indenture or that the Trustee determines is unduly prejudicial to the
rights of any other holder or that would involve the Trustee in personal
liability. Prior to taking any action under the indenture, the Trustee will be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.
The indenture provides that if a Default occurs and is continuing and is
known to the Trustee, the Trustee must mail to each holder notice of the
Default within 90 days after it occurs. Except in the case of a Default in the
payment of principal of, premium, if any, or interest on any note, the Trustee
may withhold notice if and so long as a committee of trust officers of the
Trustee in good faith determines that withholding notice is in the interests of
the holders. In addition, the Issuer is required to deliver to the Trustee,
within 120 days after the end of each fiscal year, a certificate indicating
whether the signers thereof know of any Default that occurred during the
previous year. The Issuer also is required to deliver to the Trustee, within 30
days after the occurrence thereof, written notice of any events which would
constitute certain Defaults, their status and what action the Issuer is taking
or proposes to take in respect thereof.
Amendments and Waivers
Subject to certain exceptions, each indenture may be amended with the
consent of the holders of a majority in principal amount of the notes then
outstanding (including without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, the notes) and, subject
to certain exceptions, any past default or compliance with any provisions may
be waived with the consent of the holders of a majority in principal amount of
the notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
notes). However, without the consent of each holder of an outstanding note
affected, no amendment may, among other things:
(1) reduce the amount of notes whose holders must consent to an amendment;
(2) reduce the stated rate of or extend the stated time for payment of
interest on any note;
(3) reduce the principal of or extend the Stated Maturity of any note;
(4) reduce the premium payable upon the redemption or repurchase of any
note or change the time at which any note may be redeemed or repurchased as
described above under "Optional Redemption," "Change of Control," or any
similar provision, whether through an amendment or waiver of provisions in
the covenants, definitions or otherwise;
(5) make any note payable in money other than that stated in the note;
(6) impair the right of any holder to receive payment of, premium, if
any, principal of and interest on such holder's notes on or after the due
dates therefor or to institute suit for the enforcement of any payment on or
with respect to such holder's notes; or
(7) make any change in the amendment provisions which require each
holder's consent or in the waiver provisions.
137
Without the consent of any holder, the Issuer and the Trustee may amend the
indenture to:
(1) cure any ambiguity, omission, defect or inconsistency that does not
materially adversely affect the rights of any holder of the notes;
(2) provide for uncertificated notes in addition to or in place of
certificated notes (provided that the uncertificated notes are issued in
registered form for purposes of Section 163(f) of the Code, or in a manner
such that the uncertificated notes are described in Section 163(f) (2) (B)
of the Code);
(3) add Guarantees with respect to the notes or release a Subsidiary
Guarantor upon its designation as an Unrestricted Subsidiary; provided,
however, that the designation is in accord with the applicable provisions of
the indenture;
(4) further secure the notes;
(5) add to the covenants of the Issuer for the benefit of the holders or
surrender any right or power conferred upon the Issuer;
(6) make any change that does not adversely affect the rights of any
holder; or
(7) comply with any requirement of the SEC in connection with the
qualification of the indenture under the Trust Indenture Act.
The consent of the holders is not necessary under the indenture to approve
the particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment. After an amendment under the
indenture becomes effective, the Issuer is required to mail to the holders a
notice briefly describing such amendment. However, the failure to give such
notice to all the holders, or any defect in the notice, will not impair or
affect the validity of the amendment.
Pursuant to the participation agreement, the material terms of the
participation agreement, the Lease, the Hanover Guarantee and the assignment of
the Lease may not be amended, supplemented, waived or modified without the
written agreement and consent of, among others, the Trustee acting on behalf of
the holders of a majority of the then outstanding notes; provided, however,
that, without the consent of the Trustee acting on behalf of the holders of a
majority of the then outstanding notes, the applicable Issuer, HCLP and
Hanover, the Trustee may amend, supplement, waive or modify provisions of the
Lease which relate to, among other items, the return and redelivery of the
Equipment at the expiration of the Lease term, use of the Equipment and
subleasing of the Equipment. Notwithstanding the foregoing, such parties may
not, without the consent of each holder affected thereby, amend, change or
modify in any material respect the obligations of HCLP and/or Hanover (or any
of the material provisions or definitions with respect thereto) to (a) make
payments of rent under the Lease or (b) purchase Equipment yielding proceeds
sufficient to enable the Issuer to make and consummate a Change of Control
Offer. Certain provisions of the Lease, the participation agreement, the
indenture and the other Operative Agreements which are material to the equity
certificate holder of the Issuer may not be amended, supplemented, waived or
modified without the equity certificate holder's consent if such amendment,
waiver, supplement or modification would materially adversely affect such
equity certificate holder. No amendment may be made to the subordination
provisions of the Lease or Hanover Guarantee that adversely affects the rights
of any holder of Senior Indebtedness or Guarantor Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness or Guarantor Senior
Indebtedness, as applicable (or their Representative), consent to such change.
Defeasance
The Issuer at any time may terminate all its obligations under the notes and
the indenture ("legal defeasance"), except for certain obligations, including
those respecting the defeasance trust and obligations to register the transfer
or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes
and to maintain a registrar and paying agent in respect of the notes. If the
Issuer exercises its legal defeasance option, the Hanover Guarantee in effect
at such time will terminate.
138
The Issuer at any time may terminate its obligations under covenants
described under "Certain Covenants under the Indenture", the operation of the
cross-default upon a payment default, cross acceleration provisions, the
judgment default provision and the Guarantee provision described under "Events
of Default" above ("covenant defeasance").
The Issuer may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Issuer exercises its
legal defeasance option, payment of the notes may not be accelerated because of
an Event of Default with respect to the notes. If the Issuer exercises its
covenant defeasance option, payment of the notes may not be accelerated because
of an Event of Default specified in clause (3), (4), (8), (9), (10), or (11)
under "Events of Default" above.
In order to exercise either defeasance option, the Issuer must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium, if any, and
interest on the notes to redemption or maturity, as the case may be, and must
comply with certain other conditions, including delivery to the Trustee of an
Opinion of Counsel (subject to customary exceptions and exclusions) to the
effect that holders of the notes will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit and defeasance and will
be subject to Federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and defeasance
had not occurred. In the case of legal defeasance only, such Opinion of Counsel
must be based on a ruling of the Internal Revenue Service or other change in
applicable Federal income tax law.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of the Issuer,
as such, shall have any liability for any obligations of the Issuer under the
notes, indenture or Hanover Guarantee or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each holder by accepting a
note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.
Concerning the Trustee
Wilmington Trust FSB is the Trustee under the indenture and has been
appointed by the Issuer as Registrar and Paying Agent with regard to its
respective notes.
Governing Law
The indenture provides that it and the notes will be governed by, and
construed in accordance with, the laws of the State of New York.
Certain Definitions
The following terms shall have the meanings set forth below in respect of
the indenture and the participation agreement related to the issuance of the
notes.
"2008 Indenture" means the indenture, with terms substantially similar to
the indenture with respect the notes, with respect to Hanover Equipment Trust
2001A's 8.50% Senior Secured Notes due 2008.
"2008 Lease" means the seven-year operating lease, with terms substantially
similar to the Lease, entered into by HCLP with Hanover Equipment Trust 2001A
as of August 31, 2001.
"2008 Guarantee" means the Guarantee, with terms substantially similar to
the Hanover Guarantee, by the Hanover Guarantors with respect to Hanover
Equipment Trust 2001A's 8.50% Senior Secured Notes due 2008 and the 2008 Lease
entered into in connection therewith.
139
"Additional Assets" means:
(1) any property or assets (other than Indebtedness and Capital Stock) to
be used by Hanover or a Restricted Subsidiary in a Related Business;
(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as
a result of the acquisition of such Capital Stock by Hanover or a Restricted
Subsidiary of Hanover; or
(3) Capital Stock constituting a minority interest in any Person that at
such time is a Restricted Subsidiary of Hanover;
provided, however, that, in the case of clauses (2) and (3), such Restricted
Subsidiary is primarily engaged in a Related Business.
"Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing;
provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.
"Asset Disposition" means any direct or indirect sale, lease (other than an
operating lease entered into in the ordinary course of business), transfer,
issuance or other disposition, or a series of related sales, leases, transfers,
issuances or dispositions that are part of a common plan, of shares of Capital
Stock of a Subsidiary (other than directors' qualifying shares), property or
other assets (each referred to for the purposes of this definition as a
"disposition") by Hanover or any of its Restricted Subsidiaries, including any
disposition by means of a merger, consolidation or similar transaction.
Notwithstanding the preceding, the following items shall not be deemed to be
Asset Dispositions:
(1) a disposition by a Restricted Subsidiary to Hanover or by Hanover or
a Restricted Subsidiary to a Restricted Subsidiary in which Hanover will
hold, directly or indirectly, at least the same ownership percentage as it
did prior to such disposition;
(2) the sale of Cash Equivalents in the ordinary course of business;
(3) a disposition of inventory in the ordinary course of business;
(4) a disposition of obsolete or worn out equipment or equipment that is
no longer useful in the conduct of the business of Hanover and its
Restricted Subsidiaries and that is disposed of in each case in the ordinary
course of business;
(5) transactions described under "Certain Covenants under the
Participation Agreements--Merger and Consolidation" (other than with respect
to any Sale/Leaseback Transaction involving all or substantially all of the
properties and assets of Hanover or of one or more Subsidiaries of Hanover,
which properties and assets, if held by Hanover instead of such
Subsidiaries, would constitute all or substantially all of the properties
and assets of Hanover on a consolidated basis);
(6) an issuance of Capital Stock by a Restricted Subsidiary of Hanover to
Hanover or to a Wholly-Owned Subsidiary (other than a Receivables Entity);
(7) for purposes of "Certain Covenants under the Participation
Agreements--Limitation on Sales of Assets and Subsidiary Stock" only, the
making of a Permitted Investment or a disposition subject to "Certain
Covenants under the Participation Agreements--Limitation on Restricted
Payments";
(8) sales of accounts receivable and related assets or an interest
therein of the type specified in the definition of "Qualified Receivables
Transaction" to a Receivables Entity;
140
(9) dispositions of assets selected by the Board of Directors as not
constituting an Asset Disposition with an aggregate fair market value since
the Issue Date of less than $10.0 million;
(10) dispositions in connection with Permitted Liens;
(11) sales of Equipment pursuant to Sale/Leaseback Transactions;
(12) the licensing or sublicensing of intellectual property or other
general intangibles and licenses, leases or subleases of other property in
the ordinary course of business which do not materially interfere with the
business of Hanover and its Restricted Subsidiaries; and
(13) foreclosure on assets.
"Attributable Indebtedness" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the notes, compounded semi-annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).
"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum
of the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by (2) the sum of all such payments.
"Bank Indebtedness" means any and all amounts, whether outstanding on the
Issue Date or Incurred after the Issue Date, payable by Hanover and/or HCLP or
any Subsidiary of Hanover under or in respect of the Senior Credit Agreement
and any related notes, collateral documents, letters of credit and Guarantees
and any Interest Rate Agreement entered into in connection with the Senior
Credit Agreement, including principal, premium, if any, interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to Hanover and/or HCLP at the rate specified therein
whether or not a claim for post filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, Guarantees
and all other amounts payable thereunder or in respect thereof.
"Board of Directors" means, as to any Person, the board of directors of such
Person or any duly authorized committee thereof.
"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into such equity.
"Capitalized Lease Obligations" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation will be the capitalized amount of such obligation at the time
any determination thereof is to be made as determined in accordance with GAAP,
and the Stated Maturity thereof will be the date of the last payment of rent or
any other amount due under such lease prior to the first date such lease may be
terminated without penalty.
"Cash Equivalents" means:
(1) securities issued or directly and fully Guaranteed or insured by the
United States Government or any agency or instrumentality of the United
States (provided that the full faith and credit of the United States is
pledged in support thereof), having maturities of not more than one year
from the date of acquisition;
(2) marketable general obligations issued by any state of the United
States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of
141
acquisition of the United States (provided that the full faith and credit of
the United States is pledged in support thereof) and, at the time of
acquisition, having a credit rating of "A" or better from either Standard &
Poor's Ratings Services or Moody's Investors Service, Inc.;
(3) certificates of deposit, time deposits, eurodollar time deposits,
overnight bank deposits or bankers' acceptances having maturities of not
more than one year from the date of acquisition thereof issued by any
commercial bank the long-term debt of which is rated at the time of
acquisition thereof at least "A" or the equivalent thereof by Standard &
Poor's Ratings Services, or "A" or the equivalent thereof by Moody's
Investors Service, Inc., and having combined capital and surplus in excess
of $500.0 million;
(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (1), (2) and (3)
entered into with any bank meeting the qualifications specified in clause
(3) above;
(5) commercial paper rated at the time of acquisition thereof at least
"A-2" or the equivalent thereof by Standard & Poor's Ratings Services or
"P-2" or the equivalent thereof by Moody's Investors Service, Inc., or
carrying an equivalent rating by a nationally recognized rating agency, if
both of the two named rating agencies cease publishing ratings of
investments, and in any case maturing within one year after the date of
acquisition thereof; and
(6) interests in any investment company or money market fund which
invests solely in instruments of the type specified in clauses (1) through
(5) above.
"Certificate Holder Contribution" means the investments of funds in the
Issuer made by the equity certificate holder pursuant to the participation
agreement and the trust agreement.
"Change of Control" means:
(1) any "person" or "group" of related persons (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that such person or group shall be deemed to have "beneficial ownership" of
all shares that any such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 51% of the total voting power of the
Voting Stock of Hanover (or its successor by merger, consolidation or
purchase of all or substantially all of its assets) (for the purposes of
this clause, such person or group shall be deemed to beneficially own any
Voting Stock of Hanover held by an entity, if such person or group
"beneficially owns" (as defined above), directly or indirectly, more than
51% of the voting power of the Voting Stock of such parent entity);
(2) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of Hanover
(together with any new directors whose election by such Board of Directors
or whose nomination for election by the shareholders of Hanover was approved
by a vote of at least a majority of the directors of Hanover then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board of Directors of Hanover
then in office;
(3) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of Hanover and its
Restricted Subsidiaries taken as a whole to any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act); or
(4) the adoption by the stockholders of Hanover of a plan or proposal for
the liquidation or dissolution of Hanover.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means with respect to any Person, any and all shares,
interest or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such Person's common stock
142
whether or not outstanding on the Issue Date, and includes, without limitation,
all series and classes of such common stock.
"Consolidated Coverage Ratio" means as of any date of determination, with
respect to any Person, the ratio of (x) the aggregate amount of Consolidated
EBITDA of such Person for the period of the most recent four consecutive fiscal
quarters ending prior to the date of such determination for which financial
statements are in existence to (y) Consolidated Fixed Charges for such four
fiscal quarters, provided, however, that:
(1) if Hanover or any Restricted Subsidiary:
(a) has Incurred any Indebtedness since the beginning of such period
that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated
Coverage Ratio involves an Incurrence of Indebtedness, Consolidated
EBITDA and Consolidated Fixed Charges for such period will be calculated
after giving effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been Incurred on the first day of such period (except
that in making such computation, the amount of Indebtedness under any
revolving credit facility outstanding on the date of such calculation
will be computed based on (i) the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for
which such facility was outstanding or (ii) if such facility was created
after the end of such four fiscal quarters, the average daily balance of
such Indebtedness during the period from the date of creation of such
facility to the date of such calculation) and the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with
the proceeds of such new Indebtedness as if such discharge had occurred
on the first day of such period; or
(b) has repaid, repurchased, defeased or otherwise discharged any
Indebtedness since the beginning of the period that is no longer
outstanding on such date of determination or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio involves a
discharge of Indebtedness (in each case other than Indebtedness incurred
under any revolving credit facility unless such Indebtedness has been
permanently repaid and the related commitment terminated), Consolidated
EBITDA and Consolidated Fixed Charges for such period will be calculated
after giving effect on a pro forma basis to such discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as
if such discharge had occurred on the first day of such period;
(2) if since the beginning of such period Hanover or any Restricted
Subsidiary will have made any Asset Disposition or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio is an Asset
Disposition:
(a) the Consolidated EBITDA for such period will be reduced by an
amount equal to the Consolidated EBITDA (if positive) directly
attributable to the assets which are the subject of such Asset
Disposition for such period or increased by an amount equal to the
Consolidated EBITDA (if negative) directly attributable thereto for such
period; and
(b) Consolidated Fixed Charges for such period will be reduced by an
amount equal to the Consolidated Fixed Charges directly attributable to
any Indebtedness of Hanover or any Restricted Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to Hanover
and its continuing Restricted Subsidiaries in connection with such Asset
Disposition for such period (or, if the Capital Stock of any Restricted
Subsidiary is sold, the Consolidated Fixed Charges for such period
directly attributable to the Indebtedness of such Restricted Subsidiary
to the extent Hanover and its continuing Restricted Subsidiaries are no
longer liable for such Indebtedness after such sale);
(3) if since the beginning of such period Hanover or any Restricted
Subsidiary (by merger or otherwise) will have made an Investment in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary
or is merged with or into Hanover) or an acquisition of assets, including
any acquisition of assets occurring in connection with a transaction causing
a calculation to be made hereunder, which constitutes all or substantially
all of an operating unit, division or line of business, Consolidated EBITDA
and Consolidated Fixed Charges for such period will be calculated after
giving pro forma effect
143
thereto (including the Incurrence of any Indebtedness) as if such Investment
or acquisition occurred on the first day of such period; and
(4) if since the beginning of such period any Person (that subsequently
became a Restricted Subsidiary or was merged with or into Hanover or any
Restricted Subsidiary since the beginning of such period) will have made any
Asset Disposition or any Investment or acquisition of assets that would have
required an adjustment pursuant to clause (2) or (3) above if made by
Hanover or a Restricted Subsidiary during such period, Consolidated EBITDA
and Consolidated Fixed Charges for such period will be calculated after
giving pro forma effect thereto as if such Asset Disposition or Investment
or acquisition of assets occurred on the first day of such period.
For purposes of this definition, whenever pro forma effect is to be given to
any calculation under this definition, the pro forma calculations will be
determined in good faith by a responsible financial or accounting officer of
Hanover (including pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Securities Act). If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness will be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months).
"Consolidated EBITDA" for any period means, without duplication, the
Consolidated Net Income for such period, plus the following to the extent
deducted in calculating such Consolidated Net Income:
(1) Consolidated Interest Expense;
(2) Consolidated Income Taxes;
(3) consolidated depreciation expense;
(4) consolidated amortization of intangibles;
(5) other non-cash charges reducing Consolidated Net Income (excluding
any such non-cash charge to the extent it represents an accrual of or
reserve for cash charges in any future period or amortization of a prepaid
cash expense that was paid in a prior period not included in the
calculation); and
(6) Consolidated Rental Expense.
Notwithstanding the preceding sentence, clauses (2) through (6) relating to
amounts of a Restricted Subsidiary of a Person will be added to Consolidated
Net Income to compute Consolidated EBITDA of such Person only to the extent
(and in the same proportion) that the net income (loss) of such Restricted
Subsidiary was included in calculating the Consolidated Net Income of such
Person and, to the extent the amounts set forth in clause (1) and clauses (3)
through (6) are in excess of those necessary to offset a net loss of such
Restricted Subsidiary or if such Restricted Subsidiary has net income for such
period included in Consolidated Net Income, only if a corresponding amount
would be permitted at the date of determination to be paid as a dividend to
Hanover by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.
"Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of Consolidated Interest Expense and
Consolidated Rental Expense.
"Consolidated Income Taxes" means, with respect to any Person for any
period, taxes imposed upon such Person or other payments required to be made by
such Person by any governmental authority which taxes or other payments are
calculated by reference to the income or profits of such Person or such Person
and its Restricted Subsidiaries (to the extent such income or profits were
included in computing Consolidated Net Income for such period), regardless of
whether such taxes or payments are required to be remitted to any governmental
authority.
144
"Consolidated Interest Expense" means, for any period, the total interest
expense of Hanover and its consolidated Restricted Subsidiaries, whether paid
or accrued, plus, to the extent not included in such interest expense:
(1) interest expense attributable to Capitalized Lease Obligations and
the interest portion of rent expense associated with Attributable
Indebtedness in respect of the relevant lease giving rise thereto to the
extent not already included in Consolidated Rental Expense, determined as if
such lease were a capitalized lease in accordance with GAAP and the interest
component of any deferred payment obligations;
(2) amortization of debt discount and debt issuance cost;
(3) non-cash interest expense;
(4) commissions, discounts and other fees and charges owed with respect
to letters of credit and bankers' acceptance financing;
(5) interest actually paid by Hanover or any Restricted Subsidiary under
any Guarantee of Indebtedness or other obligation of any other Person;
(6) net costs associated with Hedging Obligations (including amortization
of fees);
(7) the consolidated interest expense of such Person and its Restricted
Subsidiaries that was capitalized during such period;
(8) the product of (a) all dividends paid or payable in cash, Cash
Equivalents or Indebtedness or accrued during such period on any series of
Disqualified Stock of such Person or on Preferred Stock of its Restricted
Subsidiaries payable to a party other than Hanover or a Wholly-Owned
Subsidiary, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state,
provincial and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP;
and
(9) the cash contributions to any employee stock ownership plan or
similar trust to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person (other than Hanover) in
connection with Indebtedness Incurred by such plan or trust; provided,
however, that there will be excluded therefrom any such interest expense of
any Unrestricted Subsidiary to the extent the related Indebtedness is not
Guaranteed or paid by Hanover or any Restricted Subsidiary.
For purposes of the foregoing, total interest expense will be determined
after giving effect to any net payments made or received by Hanover and its
Subsidiaries with respect to Interest Rate Agreements.
"Consolidated Net Income" means, for any period, the net income (loss) of
Hanover and its Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP; provided, however, that there will not be included in
such Consolidated Net Income:
(1) any net income (loss) of any Person if such Person is not a
Restricted Subsidiary, except that:
(a) subject to the limitations contained in clauses (4), (5) and (6)
below, Hanover's equity in the net income of any such Person for such
period will be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by any Person during such
period to Hanover or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution
to a Restricted Subsidiary, to the limitations contained in clause (3)
below); and
(b) Hanover's equity in a net loss of any such Person (other than an
Unrestricted Subsidiary) for such period will be included in determining
such Consolidated Net Income to the extent such loss has been funded
with cash from Hanover or a Restricted Subsidiary;
(2) any net income (loss) of any Person acquired by Hanover or a
Subsidiary in a pooling of interests transaction for any period prior to the
date of such acquisition;
145
(3) any net income (but not loss) of any Restricted Subsidiary if such
Subsidiary is subject to restrictions, directly or indirectly, on the
payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to Hanover, except that:
(a) subject to the limitations contained in clauses (4), (5) and (6)
below, Hanover's equity in the net income of any such Restricted
Subsidiary for such period will be included in such Consolidated Net
Income up to the aggregate amount of cash that could have been
distributed by such Restricted Subsidiary during such period to Hanover
or another Restricted Subsidiary as a dividend (subject, in the case of
a dividend to another Restricted Subsidiary, to the limitation contained
in this clause); and
(b) Hanover's equity in a net loss of any such Restricted Subsidiary
for such period will be included in determining such Consolidated Net
Income;
(4) any gain (loss) realized upon the sale or other disposition of any
property, plant or equipment of Hanover or its consolidated Restricted
Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is
not sold or otherwise disposed of in the ordinary course of business and any
gain (loss) realized upon the sale or other disposition of any Capital Stock
of any Person;
(5) any extraordinary gain or loss; and
(6) the cumulative effect of a change in accounting principles.
"Consolidated Rental Expense" means, for any period, the aggregate of the
rental expense of Hanover and its Restricted Subsidiaries related to Operating
Lease Facilities of Hanover and its Restricted Subsidiaries for such period,
determined on a consolidated basis.
"Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.
"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.
"Designated Senior Indebtedness" means (1) the Bank Indebtedness (to the
extent such Bank Indebtedness constitutes Senior Indebtedness) and the
Synthetic Guarantees and (2) any other Senior Indebtedness or Guarantor Senior
Indebtedness, as applicable, which, at the date of determination, has an
aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $25.0
million and is specifically designated in the instrument evidencing or
governing such Senior Indebtedness or Guarantor Senior Indebtedness, as
applicable, as "Designated Senior Indebtedness" for purposes of the
participation agreement.
"Disqualified Stock" means, with respect to any Person, any Capital Stock of
such Person which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable) or upon the happening of any
event:
(1) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise;
(2) is convertible or exchangeable for Indebtedness or Disqualified Stock
(excluding Capital Stock which is convertible or exchangeable solely at the
option of Hanover or a Restricted Subsidiary); or
(3) is redeemable at the option of the holder of the Capital Stock
thereof, in whole or in part,
in each case on or prior to the date that is 91 days after the date (a) on
which the notes mature or (b) on which there are no notes outstanding, provided
that only the portion of Capital Stock which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the option
of the holder thereof prior to such date will be deemed to be Disqualified
Stock; provided, further, that any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
Hanover to repurchase
146
such Capital Stock upon the occurrence of a change of control or asset sale
(each defined in a substantially identical manner to the corresponding
definitions in the participation agreement) shall not constitute Disqualified
Stock if the terms of such Capital Stock (and all such securities into which it
is convertible or for which it is ratable or exchangeable) provide that Hanover
may not repurchase or redeem any such Capital Stock (and all such securities
into which it is convertible or for which it is ratable or exchangeable)
pursuant to such provision prior to compliance by Hanover with the provisions
of the participation agreement described under the caption "Certain Covenants
under the Participation Agreements--Limitation on Sales of Assets and
Subsidiary Stock" and such repurchase or redemption complies with "Certain
Covenants under the Participation Agreements--Restricted Payments."
"Equipment" means the collective reference to all Units that are then owned
by the Issuer and leased to HCLP including all Units that are subsequently
conveyed to the Issuer in substitution of existing Units.
"Foreign Subsidiary" means any Restricted Subsidiary that is not organized
under the laws of the United States of America or any state thereof or the
District of Columbia.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the date of the participation agreement,
including those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession. All ratios and computations based on GAAP
contained in the participation agreement will be computed in conformity with
GAAP.
"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly Guaranteeing any Indebtedness of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise); or
(2) entered into for purposes of assuring in any other manner the obligee
of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" will not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.
"Guarantor Senior Indebtedness" means, with respect to a Subsidiary
Guarantor, the following obligations, whether outstanding on the Issue Date or
thereafter issued, created, Incurred or assumed, without duplication:
(1) the Bank Indebtedness, the Synthetic Guarantees and all Guarantees,
as applicable, by such Subsidiary Guarantor of Senior Indebtedness of
Hanover or Guarantor Senior Indebtedness of any other Subsidiary Guarantor;
and
(2) all obligations consisting of principal of and premium, if any,
accrued and unpaid interest on, and fees and other amounts relating to, all
other Indebtedness of the Subsidiary Guarantor. Guarantor Senior
Indebtedness includes interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Subsidiary
Guarantor regardless of whether postfiling interest is allowed in such
proceeding.
147
Notwithstanding anything to the contrary in the preceding paragraph,
Guarantor Senior Indebtedness will not include:
(1) any Indebtedness which, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that the
obligations in respect of such Indebtedness are not superior in right of, or
are subordinate to, payment of the notes and the Hanover Guarantee;
(2) any obligations of such Subsidiary Guarantor to another Subsidiary or
Hanover;
(3) any liability for Federal, state, local, foreign or other taxes owed
or owing by such Subsidiary Guarantor;
(4) any accounts payable or other liability to trade creditors arising in
the ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities);
(5) any Indebtedness, Guarantee or obligation of such Subsidiary
Guarantor that is expressly subordinate or junior in right of payment to any
other Indebtedness, Guarantee or obligation of such Subsidiary Guarantor,
including, without limitation, any Guarantor Senior Subordinated
Indebtedness and Guarantor Subordinated Obligations of such Guarantor; or
(6) any Capital Stock.
"Guarantor Senior Subordinated Indebtedness" means, with respect to a
Subsidiary Guarantor, the obligations of such Subsidiary Guarantor under the
Hanover Guarantee and any other Indebtedness of such Subsidiary Guarantor
(whether outstanding on the Issue Date or thereafter Incurred) that
specifically provides that such Indebtedness is to rank equally in right of
payment with the obligations of such Subsidiary Guarantor under the Hanover
Guarantee and is not expressly subordinated by its terms in right of payment to
any Indebtedness of such Subsidiary Guarantor which is not Guarantor Senior
Indebtedness of such Subsidiary Guarantor.
"Guarantor Subordinated Obligation" means, with respect to a Subsidiary
Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding
on the Issue Date or thereafter Incurred) which is expressly subordinate in
right of payment to the obligations of such Subsidiary Guarantor under the
Hanover Guarantee pursuant to a written agreement.
"Hanover" means Hanover Compressor Company, a Delaware corporation.
"Hanover Guarantee" means the Guarantee of payment of the Lease and the
notes by Hanover and the Subsidiary Guarantors pursuant to the terms of the
indenture and any supplemental indenture thereto or the terms of the
participation agreement and any assumption agreement supplemental thereto. The
Hanover Guarantee is in the form prescribed by the indenture and the
participation agreement.
"Hanover Guarantor" means each of Hanover, HCLP and the Subsidiary
Guarantors.
"HCLP" means Hanover Compression Limited Partnership, a Delaware limited
partnership.
"Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.
"Incur" means issue, create, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) will be deemed to
be incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary; and the terms "Incurred" and "Incurrence" have meanings correlative
to the foregoing.
148
"Indebtedness" means, with respect to any Person on any date of
determination (without duplication):
(1) the principal of and premium (if any) in respect of indebtedness of
such Person for borrowed money;
(2) the principal of and premium (if any) in respect of obligations of
such Person evidenced by bonds, debentures, notes or other similar
instruments;
(3) the principal component of all obligations of such Person in respect
of letters of credit, bankers' acceptances or other similar instruments
(including reimbursement obligations with respect thereto except to the
extent such reimbursement obligation relates to a trade payable and such
obligation is satisfied within 30 days of Incurrence);
(4) the principal component of all obligations of such Person to pay the
deferred and unpaid purchase price of property (except trade payables),
which purchase price is due more than six months after the date of placing
such property in service or taking delivery and title thereto;
(5) Capitalized Lease Obligations and all Attributable Indebtedness of
such Person;
(6) the principal component or liquidation preference of all obligations
of such Person with respect to the redemption, repayment or other repurchase
of any Disqualified Stock or, with respect to any Subsidiary, any Preferred
Stock (but excluding, in each case, any accrued dividends);
(7) the principal component of all Indebtedness of other Persons secured
by a Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person; provided, however, that the amount of such
Indebtedness will be the lesser of (a) the fair market value of such asset
at such date of determination and (b) the amount of such Indebtedness of
such other Persons;
(8) the principal component of Indebtedness of other Persons to the
extent Guaranteed by such Person;
(9) to the extent not otherwise included in this definition, net
obligations of such Person under Currency Agreements and Interest Rate
Agreements (the amount of any such obligations to be equal at any time to
the termination value of such agreement or arrangement giving rise to such
obligation that would be payable by such Person at such time); and
(10) the obligation to pay the principal and premium (if any) in respect
of any Operating Lease Facility, in an amount, as determined on the date of
incurrence of such obligation, equal to the purchase price of the related
property or assets.
The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to
the obligation, of any contingent obligations at such date.
In addition, "Indebtedness" of any Person shall include Indebtedness
described in the preceding paragraph that would not appear as a liability on
the balance sheet of such Person if:
(1) such Indebtedness is the obligation of a partnership or joint venture
that is not a Restricted Subsidiary (a "Joint Venture");
(2) such Person or a Restricted Subsidiary of such Person is a general
partner of the Joint Venture (a "General Partner"); and
(3) there is recourse, by contract or operation of law, with respect to
the payment of such Indebtedness to property or assets of such Person or a
Restricted Subsidiary of such Person; and then such Indebtedness shall be
included in an amount not to exceed:
(a) the lesser of (i) the net assets of the General Partner and (ii)
the amount of such obligations to the extent that there is recourse, by
contract or operation of law, to the property or assets of such Person
or a Restricted Subsidiary of such Person; or
149
(b) if less than the amount determined pursuant to clause (a)
immediately above, the actual amount of such Indebtedness that is
recourse to such Person or a Restricted Subsidiary of such Person, if
the Indebtedness is evidenced by a writing and is for a determinable
amount and the related interest expense shall be included in
Consolidated Interest Expense to the extent actually paid by Hanover or
its Restricted Subsidiaries.
"Interest Rate Agreement" means with respect to any Person any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party or a beneficiary.
"Investment" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan (other than advances to customers in the ordinary course
of business) or other extension of credit (including by way of Guarantee or
similar arrangement, but excluding any debt or extension of credit represented
by a bank deposit other than a time deposit) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by, such Person and all other items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP; provided that
none of the following will be deemed to be an Investment:
(1) Hedging Obligations entered into in the ordinary course of business
and in compliance with the participation agreement;
(2) endorsements of negotiable instruments and documents in the ordinary
course of business; and
(3) an acquisition of assets, Capital Stock or other securities by
Hanover or a Subsidiary for consideration to the extent such consideration
consists exclusively of common equity securities of Hanover.
For purposes of "Certain Covenants under the Participation
Agreements--Limitation on Restricted Payments",
(1) "Investment" will include the portion (proportionate to Hanover's
equity interest in a Restricted Subsidiary to be designated as an
Unrestricted Subsidiary) of the fair market value of the net assets of such
Restricted Subsidiary of Hanover at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, Hanover will be
deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary in an amount (if positive) equal to (a) Hanover's "Investment" in
such Subsidiary at the time of such redesignation less (b) the portion
(proportionate to Hanover's equity interest in such Subsidiary) of the fair
market value of the net assets (as conclusively determined by the Board of
Directors of Hanover in good faith) of such Subsidiary at the time that such
Subsidiary is so redesignated a Restricted Subsidiary; and
(2) any property transferred to or from an Unrestricted Subsidiary will
be valued at its fair market value at the time of such transfer, in each
case as determined in good faith by the Board of Directors of Hanover.
"Issue Date" means August 30, 2001.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).
"Material Subsidiary" means any Restricted Subsidiary of Hanover for which
the aggregate fair market value of all assets owned by such Restricted
Subsidiary is greater than $20.0 million as of the date of determination.
"Net Available Cash" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or
150
otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the properties or assets that are the subject of
such Asset Disposition or received in any other non-cash form) therefrom, in
each case net of:
(1) all legal, accounting, investment banking, title and recording tax
expenses, commissions and other fees and expenses incurred, and all Federal,
state, provincial, foreign and local taxes required to be paid or accrued as
a liability under GAAP (after taking into account any available tax credits
or deductions and any tax sharing agreements), as a consequence of such
Asset Disposition;
(2) all payments made on any Indebtedness which is secured by any assets
subject to such Asset Disposition, in accordance with the terms of any Lien
upon such assets, or which must by its terms, or in order to obtain a
necessary consent to such Asset Disposition, or by applicable law be repaid
out of the proceeds from such Asset Disposition;
(3) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint ventures as a result of such Asset
Disposition; and
(4) the deduction of appropriate amounts to be provided by the seller as
a reserve, in accordance with GAAP, against any liabilities associated with
the assets disposed of in such Asset Disposition and retained by Hanover or
any Restricted Subsidiary after such Asset Disposition.
"Net Cash Proceeds", with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees and charges
actually incurred in connection with such issuance or sale and net of taxes
paid or payable as a result of such issuance or sale (after taking into account
any available tax credit or deductions and any tax sharing arrangements).
"Non-Recourse Debt" means Indebtedness:
(1) as to which neither Hanover nor any Restricted Subsidiary (a)
provides any Guarantee or credit support of any kind (including any
undertaking, Guarantee, indemnity, agreement or instrument that would
constitute Indebtedness) or (b) is directly or indirectly liable (as a
guarantor or otherwise);
(2) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of
any other Indebtedness of Hanover or any Restricted Subsidiary to declare a
default under such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and
(3) the explicit terms of which provide there is no recourse against any
of the assets of Hanover or its Restricted Subsidiaries.
"Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of Hanover or the trustee of the
Issuer, as applicable.
"Officer's Certificate" means a certificate signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant Secretary of Hanover
or the trustee of the Issuer, as applicable.
"Operating Lease Facility" means any operating lease transaction entered
into by Hanover or any of its Restricted Subsidiaries (including the 2008
Lease) resulting in the off-balance sheet financing of any of Hanover's or such
Restricted Subsidiary's property or assets, including its gas compression
equipment.
"Operative Agreements" means, collectively, the indenture, the notes, the
Lease, the participation agreement, the Hanover Guarantee, the assignment of
the Lease, the security agreement, the UCC financing
151
statements, the trust agreement, the consent to assignment, the equity
certificates, the Requisition, the bills of sale with respect to the Equipment
and any amendments, supplements or modifications from time to time of any of
the above.
"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Issuer, the Trustee or Hanover.
"Permitted Investment" means an Investment by Hanover or any Restricted
Subsidiary in:
(1) Hanover, a Restricted Subsidiary (other than a Receivables Entity) or
a Person which will, upon the making of such Investment, become a Restricted
Subsidiary (other than a Receivables Entity); provided, however, that the
primary business of such Restricted Subsidiary is a Related Business;
(2) another Person if as a result of such Investment such other Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, Hanover or a Restricted Subsidiary (other
than a Receivables Entity); provided, however, that such Person's primary
business is a Related Business;
(3) cash and Cash Equivalents;
(4) receivables owing to Hanover or any Restricted Subsidiary created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided, however, that such trade
terms may include such concessionary trade terms as Hanover or any such
Restricted Subsidiary deems reasonable under the circumstances;
(5) payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;
(6) loans or advances to employees made in the ordinary course of
business consistent with past practices of Hanover or such Restricted
Subsidiary;
(7) stock, obligations or securities received in settlement of debts
created in the ordinary course of business and owing to Hanover or any
Restricted Subsidiary or in satisfaction of judgments or pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of a debtor;
(8) Investments made as a result of the receipt of non-cash consideration
from an Asset Sale that was made pursuant to and in compliance with "Certain
Covenants under the Participation Agreements--Limitation on Sales of Assets
and Subsidiary Stock";
(9) Investments in existence on the Issue Date including those made
through the acquisition of Production Operators Corporation and related
assets from Schlumberger Technology Corporation on the Issue Date;
(10) Currency Agreements, Interest Rate Agreements and related Hedging
Obligations, which transactions or obligations are Incurred in compliance
with "Certain Covenants under the Participation Agreements--Limitation on
Indebtedness";
(11) Investments by Hanover or any of its Restricted Subsidiaries,
together with all other Investments pursuant to this clause (11), in an
aggregate amount at the time of such Investment not to exceed
$25.0 million outstanding at any one time;
(12) Investments made in connection with the performance of obligations
of Hanover or any of its Restricted Subsidiaries under the terms of any
joint venture agreement to which Hanover or any of its Restricted
Subsidiaries is a party on the Issue Date and identified on a schedule to
the participation agreement on the Issue Date, as these agreements may be
amended, modified or supplemented from time to time;
provided, however, that no future amendment, modification or supplement will
increase the amount of the Investment in a joint venture that is a Permitted
Investment pursuant to this clause (12) beyond the amount
152
that would have been a Permitted Investment pursuant to this clause (12)
under terms of the agreements in effect on the Issue Date, and provided,
further, that no such Investments shall exceed $30.0 million in the
aggregate;
(13) Guarantees issued in accordance with "Certain Covenants under the
Participation Agreements--Limitations on Indebtedness"; and
(14) Investments by Hanover or a Restricted Subsidiary in a Receivables
Entity or any Investment by a Receivables Entity in any other Person, in
each case, in connection with a Qualified Receivables Transaction, provided,
however, that any Investment in any such Person is in the form of a Purchase
Money Note, or any equity interest or interests in accounts receivable and
related assets generated by Hanover or a Restricted Subsidiary and
transferred to any Person in connection with a Qualified Receivables
Transaction or any such Person owning such accounts receivable.
"Permitted Liens" means, with respect to any Person:
(1) Liens securing Indebtedness and other obligations of Hanover and/or
HCLP under the Senior Credit Agreement and related Interest Rate Agreements
and other Senior Indebtedness and liens on assets of Restricted Subsidiaries
securing Guarantees of Indebtedness and other obligations of Hanover and/or
HCLP under the Senior Credit Agreement and other Guarantor Senior
Indebtedness permitted to be incurred under the participation agreement;
(2) pledges or deposits by such Person under workmen's compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits
in connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to
secure public or statutory obligations of such Person or deposits or cash or
United States government bonds to secure surety or appeal bonds to which
such Person is a party, or deposits as security for contested taxes or
import or customs duties or for the payment of rent, in each case Incurred
in the ordinary course of business;
(3) Liens imposed by law, including carriers', warehousemen's and
mechanics', Liens, in each case for sums not yet due or being contested in
good faith by appropriate proceedings if a reserve or other appropriate
provisions, if any, as shall be required by GAAP shall have been made in
respect thereof;
(4) Liens for taxes, assessments or other governmental charges not yet
subject to penalties for nonpayment or which are being contested in good
faith by appropriate proceedings provided appropriate reserves required
pursuant to GAAP have been made in respect thereof;
(5) Liens in favor of Issuers of surety or performance bonds or letters
of credit or bankers' acceptances issued pursuant to the request of and for
the account of such Person in the ordinary course of its business; provided,
however, that such letters of credit do not constitute Indebtedness;
(6) encumbrances, easements or reservations of, or rights of others for,
licenses, rights of way, sewers, electric lines, telegraph and telephone
lines and other similar purposes, or zoning or other restrictions as to the
use of real properties or liens incidental to the conduct of the business of
such Person or to the ownership of its properties which do not in the
aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;
(7) Liens securing Hedging Obligations so long as the related
Indebtedness is, and is permitted to be under the indenture or the
participation agreement, as applicable, secured by a Lien on the same
property securing such Hedging Obligation;
(8) leases and subleases of real property which do not materially
interfere with the ordinary conduct of the business of Hanover or any of its
Restricted Subsidiaries;
(9) judgment Liens not giving rise to an Event of Default so long as such
Lien is adequately bonded and any appropriate legal proceedings which may
have been duly initiated for the review of such judgment have not been
finally terminated or the period within which such proceedings may be
initiated has not expired;
153
(10) Liens for the purpose of securing the payment of all or a part of
the purchase price of, or Capitalized Lease Obligations with respect to,
assets or property acquired or constructed in the ordinary course of
business, provided that:
(a) the aggregate principal amount of Indebtedness secured by such
Liens is otherwise permitted to be Incurred under the indenture or the
participation agreement, as applicable, and does not exceed the cost of
the assets or property so acquired or constructed; and
(b) such Liens are created within 180 days of construction or
acquisition of such assets or property and do not encumber any other
assets or property of Hanover or any Restricted Subsidiary other than
such assets or property and assets affixed or appurtenant thereto;
(11) Liens arising solely by virtue of any statutory or common law
provisions relating to banker's Liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a
depositary institution; provided that:
(a) such deposit account is not a dedicated cash collateral account
and is not subject to restrictions against access by Hanover or HCLP in
excess of those set forth by regulations promulgated by the Federal
Reserve Board; and
(b) such deposit account is not intended by Hanover or any Restricted
Subsidiary to provide collateral to the depository institution;
(12) Liens arising from Uniform Commercial Code financing statement
filings regarding operating leases entered into by Hanover and its
Restricted Subsidiaries in the ordinary course of business;
(13) Liens existing on the Issue Date;
(14) Liens on property or shares of stock of a Person at the time such
Person becomes a Restricted Subsidiary; provided, however, that such Liens
are not created, incurred or assumed in connection with, or in contemplation
of, such other Person becoming a Restricted Subsidiary; provided further,
however, that any such Lien may not extend to any other property owned by
Hanover or any Restricted Subsidiary;
(15) Liens on property at the time Hanover or a Restricted Subsidiary
acquired the property, including any acquisition by means of a merger or
consolidation with or into Hanover or any Restricted Subsidiary; provided,
however, that such Liens are not created, Incurred or assumed in connection
with, or in contemplation of, such acquisition; provided further, however,
that such Liens may not extend to any other property owned by Hanover or any
Restricted Subsidiary;
(16) Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to Hanover or a Wholly-Owned Subsidiary (other than a
Receivables Entity);
(17) Liens securing the notes and the Hanover Guarantee;
(18) Liens securing Refinancing Indebtedness incurred to refinance
Indebtedness that was previously so secured, provided that any such Lien is
limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien
arose, could secure) the Indebtedness being refinanced or is in respect of
property that is the security for a Permitted Lien hereunder;
(19) Liens on assets transferred to a Receivables Entity or on assets of
a Receivables Entity, in either case incurred in connection with a Qualified
Receivables Transaction;
(20) Liens securing Operating Lease Facilities Incurred in compliance
with "Certain Covenants Under the Participation Agreements--Limitation on
Indebtedness";
(21) the rights of any sublessee or assignee under a sublease or an
assignment or a compressor management agreement expressly permitted by the
terms of the Lease; and
(22) Liens caused by any act or omission of the Issuer, the trustee of
the Issuer, the Trustee, any of the equity certificate holder or any of
their affiliates.
154
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company, government or any agency or political subdivision hereof or
any other entity.
"Preferred Stock", as applied to the Capital Stock of any corporation, means
Capital Stock of any class or classes (however designated) which is preferred
as to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such corporation, over
shares of Capital Stock of any other class of such corporation.
"Public Equity Offering" means an offering for cash by Hanover of its common
stock, or options, warrants or rights with respect to its common stock pursuant
to a registration statement that has been declared effective by the Securities
and Exchange Commission (other than on Form S-4 or S-8).
"Purchase Money Note" means a promissory note of a Receivables Entity
evidencing a line of credit, which may be irrevocable, from Hanover or any
Restricted Subsidiary of Hanover in connection with a Qualified Receivables
Transaction to a Receivables Entity, which note is repayable from cash
available to the Receivables Entity, other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in
respect of interest, principal and other amounts owing to such investors and
amounts owing to such investors and amounts paid in connection with the
purchase of newly generated accounts receivable.
"Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by Hanover or any of its Restricted
Subsidiaries pursuant to which Hanover or any of its Restricted Subsidiaries
may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case
of a transfer by Hanover or any of its Restricted Subsidiaries) and (2) any
other Person (in the case of a transfer by a Receivables Entity), or may grant
a security interest in, any accounts receivable (whether now existing or
arising in the future) of Hanover or any of its Restricted Subsidiaries, and
any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all guarantees or other
obligations in respect of such accounts receivable, the proceeds of such
receivables and other assets which are customarily transferred, or in respect
of which security interests are customarily granted in connection with asset
securitization involving accounts receivable.
"Receivables Entity" means a Wholly-Owned Subsidiary of Hanover (or another
Person in which Hanover or any Restricted Subsidiary of Hanover makes an
Investment and to which Hanover or any Restricted Subsidiary of Hanover
transfers accounts receivable and related assets) which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of Hanover (as provided
below) as a Receivables Entity:
(1) no portion of the Indebtedness or any other obligations (contingent
or otherwise) of which:
(a) is guaranteed by Hanover or any Restricted Subsidiary of Hanover
(excluding guarantees of Obligations (other than the principal of, and
interest on, Indebtedness) pursuant to Standard Securitization
Undertakings);
(b) is recourse to or obligates Hanover or any Restricted Subsidiary
of Hanover in any way other than pursuant to Standard Securitization
Undertakings; or
(c) subjects any property or asset of Hanover or any Restricted
Subsidiary of Hanover, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings;
(2) with which neither Hanover nor any Restricted Subsidiary of Hanover
has any material contract, agreement, arrangement or understanding (except
in connection with a Purchase Money Note or Qualified Receivables
Transaction) other than on terms no less favorable to Hanover or such
Restricted Subsidiary than those that might be obtained at the time from
Persons that are not Affiliates of Hanover, other than fees payable in the
ordinary course of business in connection with servicing accounts
receivable; and
155
(3) to which neither Hanover nor any Restricted Subsidiary of Hanover has
any obligation to maintain or preserve such entity's financial condition or
cause such entity to achieve certain levels of operating results.
Any such designation by the Board of Directors of Hanover shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of Hanover giving effect to such designation and an
Officer's Certificate certifying that such designation complied with the
foregoing conditions.
"Refinancing Indebtedness" means Indebtedness that is Incurred to refund,
refinance, replace, exchange, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinance," "refinances,"
and "refinanced" shall have a correlative meaning) any Indebtedness existing on
the date of the participation agreement or Incurred in compliance with the
participation agreement (including Indebtedness of Hanover that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, provided,
however, that:
(1) (a) if the Stated Maturity of the Indebtedness being refinanced is
earlier than the Stated Maturity of the notes, the Refinancing Indebtedness
has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being refinanced or (b) if the Stated Maturity of the
Indebtedness being refinanced is later than the Stated Maturity of the
notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days
later than the Stated Maturity of the notes;
(2) the Refinancing Indebtedness has an Average Life at the time such
Refinancing Indebtedness is Incurred that is equal to or greater than the
Average Life of the Indebtedness being refinanced;
(3) such Refinancing Indebtedness is Incurred in an aggregate principal
amount (or if issued with original issue discount, an aggregate issue price)
that is equal to or less than the sum of the aggregate principal amount (or
if issued with original issue discount, the aggregate accreted value) then
outstanding of Indebtedness being refinanced (plus, without duplication, any
additional Indebtedness Incurred to pay interest or premiums required by the
instruments governing such existing Indebtedness and fees incurred in
connection therewith); and
(4) if the Indebtedness being refinanced is subordinated in right of
payment to the notes or the Hanover Guarantee, such Refinancing Indebtedness
is subordinated in right of payment to the notes or the Hanover Guarantee on
terms at least as favorable to the holders of notes as those contained in
the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded.
"Related Business" means any business which is the same as or related,
ancillary or complementary to any of the businesses of Hanover and its
Restricted Subsidiaries on the date of the participation agreement.
"Representative" means any trustee, agent or representative (if any) of an
issue of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may
be; provided that when used in connection with the Senior Credit Agreement, the
term "Representative" shall refer to the administrative agent under the Senior
Credit Agreement.
"Requisition" shall have the meaning set forth in the participation
agreement.
"Restricted Investment" means any Investment other than a Permitted
Investment.
"Restricted Subsidiary" means any Subsidiary of Hanover other than an
Unrestricted Subsidiary.
"Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby Hanover or a Restricted Subsidiary
transfers such property to a Person and Hanover or a Restricted Subsidiary
leases it from such Person.
"Senior Credit Agreement" means, with respect to Hanover and/or HCLP, one or
more debt facilities (including, without limitation, the Amended and Restated
Senior Credit Agreement, dated March 13, 2000,
156
among Hanover, HCLP, The Chase Manhattan Bank, as administrative agent, and the
lenders parties thereto, as the same may be, and may have been, amended,
supplemented or otherwise modified from time to time) or commercial paper
facilities with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit, in each case,
as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time (and whether or not with the original
administrative agent and lenders or another administrative agent or agents or
other lenders and whether provided under the original Senior Credit Agreement
or any other credit or other agreement or indenture).
"Senior Indebtedness" means, whether outstanding on the Issue Date or
thereafter issued, created, Incurred or assumed, the Bank Indebtedness, the
Synthetic Guarantees, Indebtedness relating to Hanover's $192 million aggregate
principal amount 4.75% Convertible Senior Notes due March 15, 2008 and all
other Indebtedness of Hanover, including accrued and unpaid interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to Hanover at the rate specified in the documentation
with respect thereto whether or not a claim for post filing interest is allowed
in such proceeding) and fees and other amounts relating thereto; provided,
however, that Senior Indebtedness will not include:
(1) any Indebtedness in which, in the instrument creating or evidencing
the same or pursuant to which the same is outstanding, it is provided that
the obligations in respect of such Indebtedness are not superior in right
of, or are subordinate to, payment of the notes and the Hanover Guarantee;
(2) any obligation of Hanover to any Subsidiary;
(3) any liability for Federal, state, foreign, local or other taxes owed
or owing by Hanover;
(4) any accounts payable or other liability to trade creditors arising in
the ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities);
(5) any Indebtedness, Guarantee or obligation of Hanover that is
expressly subordinate or junior in right of payment to any other
Indebtedness, Guarantee or obligation of Hanover, including, without
limitation, any Senior Subordinated Indebtedness and any Subordinated
Obligations; or
(6) any Capital Stock.
"Senior Subordinated Indebtedness" means the obligations of Hanover under
the Hanover Guarantee and any other Indebtedness of Hanover that specifically
provides that such Indebtedness is to rank equally in right of payment with the
obligations of Hanover under the Hanover Guarantee and is not expressly
subordinated by its terms in right of payment to any Indebtedness or other
obligation of Hanover which is not Senior Indebtedness.
"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of Hanover within the meaning of Rule 102 under
Regulation S-X promulgated by the SEC.
"Standard Securitization Undertakings" means representations, warranties,
covenants and indemnities entered into by Hanover or any Restricted Subsidiary
of Hanover which are reasonably customary in securitization of accounts
receivable transactions.
"Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision, but shall not include any contingent obligations to repay, redeem or
repurchase any such principal prior to the date originally scheduled for the
payment thereof.
"Subordinated Acquisition Note" means the $150.0 million subordinated
promissory note between Hanover and Camco International, Inc., maturing on
December 15, 2005.
"Subordinated Obligation" means any Indebtedness of Hanover (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the notes pursuant to a written agreement.
157
"Subsidiary" of any Person means any corporation, association, partnership,
joint venture, limited liability company or other business entity of which more
than 50% of the total voting power of shares of Capital Stock or other
interests (including partnership and joint venture interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.
Unless otherwise specified herein, each reference to a Subsidiary will refer to
a Subsidiary of Hanover, including without limitation, HCLP.
"Subsidiary Guarantor" means each Restricted Subsidiary (other than a
Foreign Subsidiary or a Receivables Entity) that (A) becomes, or upon its
creation or acquisition by Hanover or one or more of its Restricted
Subsidiaries is, a Material Subsidiary and (B) becomes a guarantor under the
Senior Credit Agreement.
"Synthetic Guarantees" means, collectively, (i) the Guarantee, dated as of
October 27, 2000 (as the same may be, and may have been amended, supplemented
or otherwise modified from time to time), among HCLP, Hanover Equipment Trust
2000B, Bank Hapoalim B.M. and FBTC Leasing Corp., as investors, the lenders
parties thereto and The Chase Manhattan Bank, as administrative agent; (ii) the
Guarantee, dated as of March 13, 2000 (as the same may be, and may have been
amended, supplemented or otherwise modified from time to time), among HCLP,
Hanover Equipment Trust 2000A, First Union National Bank and Scotiabanc Inc.,
as investors, the lenders parties thereto and The Chase Manhattan Bank, as
administrative agent; and
(iii) the Guarantee, dated as of June 15, 1999 (as the same may be, and may
have been amended, supplemented or otherwise modified from time to time), among
HCLP, Hanover Equipment Trust 1999A, Societe Generale Financial Corporation and
FBTC Leasing Corp., as investors, the lenders parties thereto and The Chase
Manhattan Bank, as administrative agent.
"Termination Value" means, with respect to all of the Equipment, as of any
determination date, an amount equal to the sum of (i) the aggregate outstanding
principal amount of the notes, accrued and unpaid interest thereon and any
other amounts due under the indenture, plus (ii) the aggregate outstanding
amount of the Certificate Holder Contribution and all unpaid yield thereon plus
(iii) all other amounts due and owing to the equity certificate holder, the
Trustee or the noteholders under any Operative Agreements, including applicable
premiums, if any. Termination Value will only include amounts in excess of the
aggregate outstanding principal amount of the notes and the aggregate
outstanding amount of the Certificate Holder Contribution if such amounts have
not been paid as supplemental rent as required by the Lease (after giving
effect to any concurrent payment of supplemental rent). If it is necessary to
calculate Termination Value for a particular Unit of Equipment, the total
Termination Value will be allocated among the Equipment based upon the relative
cost of each Unit.
"Unit" means each piece of Equipment as specifically scheduled and described
in the Lease.
"Unrestricted Subsidiary" means:
(1) any Subsidiary of Hanover that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Directors of Hanover
in the manner provided below; and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of Hanover may designate any Subsidiary of Hanover
(including any newly acquired or newly formed Subsidiary or a Person becoming a
Subsidiary through merger or consolidation or Investment therein) to be an
Unrestricted Subsidiary only if:
(1) such Subsidiary or any of its Subsidiaries does not own any Capital
Stock or Indebtedness of or have any Investment in, or own or hold any Lien
on any property of, any other Subsidiary of Hanover which is not a
Subsidiary of the Subsidiary to be so designated or otherwise an
Unrestricted Subsidiary;
(2) all the Indebtedness of such Subsidiary and its Subsidiaries shall,
at the date of designation, and will at all times thereafter, consist of
Non-Recourse Debt;
158
(3) such designation and the Investment of Hanover in such Subsidiary
complies with "Certain Covenants under the Participation
Agreements--Limitation on Restricted Payments";
(4) such Subsidiary, either alone or in the aggregate with all other
Unrestricted Subsidiaries, does not operate, directly or indirectly, all or
substantially all of the business of Hanover and its Subsidiaries;
(5) such Subsidiary is a Person with respect to which neither Hanover nor
any of its Restricted Subsidiaries has any direct or indirect obligation:
(a) to subscribe for additional Capital Stock of such Person; or
(b) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results;
and
(6) on the date such Subsidiary is designated an Unrestricted Subsidiary,
such Subsidiary is not a party to any agreement, contract, arrangement or
understanding with Hanover or any Restricted Subsidiary with terms
substantially less favorable to Hanover than those that might have been
obtained from Persons who are not Affiliates of Hanover.
Any such designation by the Board of Directors of Hanover shall be evidenced
to the Trustee by filing with the Trustee a resolution of the Board of
Directors of Hanover giving effect to such designation and an Officer's
Certificate certifying that such designation complies with the foregoing
conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the participation agreement
and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of
such date.
The Board of Directors of Hanover may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that immediately after giving effect to
such designation, no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof and Hanover could incur at
least $1.00 of additional Indebtedness under the first paragraph of "Certain
Covenants under the Participation Agreements--Limitation on Indebtedness" on a
pro forma basis taking into account such designation.
"U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the Issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended), as custodian with respect
to any such U.S. Government Obligations or a specific payment of principal or
interest on any such U.S. Government Obligations held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligations or the
specific payment of principal of or interest on the U.S. Government Obligations
evidenced by such depository receipt.
"Voting Stock" of a corporation means all classes of Capital Stock of such
corporation then outstanding and normally entitled to vote in the election of
directors.
"Wholly-Owned Subsidiary" means a Restricted Subsidiary of Hanover, all of
the Capital Stock of which (other than director's qualifying shares) is owned
by Hanover or another Wholly-Owned Subsidiary.
159
SUMMARY OF PRINCIPAL OPERATIVE AGREEMENTS
The following is a summary of certain other principal operative agreements
(together with any ancillary documents, the "Operative Agreements") related to
the financing of the Equipment and should not be considered to be a full
statement of the terms and provisions thereof. Accordingly, the following
summaries are qualified by reference to each agreement and are subject to the
full text of each agreement, a copy of which we have filed as an exhibit to the
registration statement of which this prospectus forms a part.
The Lease
Parties
The Issuer, as Lessor, and HCLP, as Lessee.
Lease Term
The Lease Term commenced on August 31, 2001, and, unless sooner terminated
pursuant to its terms, shall end on the Stated Maturity.
Basic Rent
HCLP will make a payment of Basic Rent to the Issuer each March 1, June 1,
September 1 and December 1, beginning March 1, 2002, in an amount equal to the
interest accrued on the notes that is payable semi-annually and the yield due
on the Certificate Holder Contribution that is payable quarterly.
Supplemental Rent
HCLP will also pay Supplemental Rent in respect of all amounts which HCLP is
obligated to pay, other than Basic Rent, under the Lease and participation
agreement, including, but not limited to, costs, taxes and indemnities.
Equipment Purchases Prior to Stated Maturity
Prior to the Stated Maturity, upon the occurrence of an Optional Redemption
of notes, HCLP shall purchase, and upon the occurrence of a Change of Control
of Hanover or certain Asset Dispositions resulting in Excess Proceeds, HCLP
shall purchase, the Equipment and terminate the Lease with respect to such
purchased Equipment upon payment of an amount equal to the Termination Value
with respect to such Equipment and the related Supplemental Rents. With respect
to the Lease, the purchase by HCLP during the Lease Term of Equipment having an
aggregate Termination Value equal to or greater than 25% of the highest
Termination Value of all Equipment held by the Issuer at any one time during
the period starting on the first anniversary of the commencement of the Lease
and ending 12 months prior to the Stated Maturity shall be deemed an exercise
of the Maturity Date Purchase Option with respect to all the Equipment. See
"--Purchase Option at Maturity."
Purchase upon Optional Redemption of the Notes
The Lease permits HCLP, at its option upon not less than 30 nor more than
60 days' notice to the Issuer, on or after September 1, 2006, to purchase
all the Equipment thereunder or, if no default or event of default under the
Lease has occurred and is continuing, less than all of the Equipment upon
payment of an amount equal to the Termination Value with respect to such
Equipment and the related Supplemental Rent, provided, however, that during
the 12-month period prior to the Stated Maturity of the notes, HCLP can
purchase less than all of the Equipment only if (i) HCLP has exercised its
Maturity Date Purchase Option under the Lease or (ii) such purchase cures a
default or event of default under the Lease. Any applicable premiums with
respect to such purchase shall be payable by HCLP as Supplemental Rent.
160
To the extent that Hanover raises Net Cash Proceeds from one or more
Public Equity Offerings, the Lease permits HCLP, at its option upon not less
than 30 nor more than 60 days' notice to the Issuer, prior to September 1,
2004, to purchase one or more Units of Equipment thereunder, if no default
or event of default under the Lease has occurred and is continuing, upon
payment of an amount equal to the Termination Value for such Units and the
related Supplemental Rent; provided, however, the aggregate amount of
Equipment purchased with such Net Cash Proceeds by Hanover with respect to
Lease shall not exceed 35% of the aggregate Termination Value of all the
Equipment thereunder.
Purchase upon Change of Control
In the event the Issuer is required to repurchase notes tendered by the
noteholders pursuant to a Change of Control Offer upon the occurrence of a
Change of Control with respect to Hanover, the Lease requires HCLP, upon not
less than 10 days' notice to the Issuer, to purchase one or more Units of
the Equipment upon payment of an amount equal to the Termination Value of
such Units; provided that in no event shall HCLP be permitted to purchase
Equipment having an aggregate Termination Value in excess of the sum of the
principal amount of notes tendered by the noteholders and the equity
certificates to be repaid under the Lease. A premium of 1.0% with respect to
such note repurchase shall be payable by HCLP as Supplemental Rent.
Purchase upon an Asset Disposition
In the event the Issuer is required to repurchase notes tendered by the
noteholders pursuant to an Asset Disposition Offer to the extent Excess
Proceeds are available from Asset Dispositions, the Lease requires HCLP to
purchase one or more Units of the Equipment on the Asset Disposition
Purchase Date upon payment of an amount equal to the Termination Value of
such Units; provided that in no event shall HCLP be permitted to purchase
Equipment having an aggregate Termination Value in excess of the sum of the
principal amount of notes tendered by the noteholders and the equity
certificates to be repaid under the Lease.
Options at Stated Maturity
Twelve months prior to the Stated Maturity of each issuance of notes, HCLP
is required under the Lease either to (i) exercise its Maturity Date Purchase
Option (as defined below) or (ii) exercise its Remarketing Option (as defined
below).
Purchase Option at Maturity
By giving written notice to the Issuer at least 12 months prior to the
Stated Maturity of the notes, HCLP may purchase, or designate another Person
to purchase, on the Stated Maturity of the notes all, but not less than all,
the Equipment then subject to the Lease in an amount equal to the
Termination Value of the Equipment thereunder ("Maturity Date Purchase
Option"). If 12 months prior to the Stated Maturity of the notes, the
aggregate Termination Value of all Equipment then held by the Issuer is less
than 75% of the highest Termination Value of all Equipment held by the
Issuer at any one time during the period starting on the first anniversary
of the Issue Date and ending 12 months prior to the Stated Maturity, then
HCLP will be required to purchase, or cause its designee to purchase, all
remaining Equipment on such Stated Maturity.
Final Rent Payment and Remarketing Option
In the event that HCLP does not exercise its Maturity Date Purchase
Option, then (i) HCLP will be required to pay (in addition to Basic Rent and
as Supplemental Rent) an amount equal to the maximum amount permitted under
SFAS No. 13 which permits HCLP to account for the Lease as an operating
lease (the "Final Rent Payment"), which Final Rent Payment will be used only
to repay a portion of the notes and
161
(ii) beginning not later than 12 months prior to the applicable Stated
Maturity, HCLP will be required to use its best efforts to sell (the
"Remarketing Option") the Equipment subject to the Lease on Issuer's behalf
and consummate a sale of all of such Equipment on or prior to the Stated
Maturity. The proceeds from the sale of such Equipment, together with the
Final Rent Payment, will be applied to repay the notes. Any excess proceeds
will be used to repay the unrecovered amount of the equity certificates. Any
remaining proceeds will be returned to HCLP. If the sale proceeds from such
Equipment, together with the Final Rent Payment, are less than the sum of
the amount necessary to pay the notes, then HCLP shall be liable for an
assessment of additional rent with respect to actual excess wear and tear of
such Equipment, as determined by an appraisal procedure; provided, however,
that such assessment shall under no circumstances prevent HCLP from
accounting for such Lease as an operating lease under SFAS No. 13.
If HCLP is unable to sell such Equipment on or prior to the Stated
Maturity, then HCLP shall pay the Final Rent Payment and shall surrender
possession of such Equipment to the Issuer on the Stated Maturity.
So long as HCLP performs its obligations under the Lease by either
exercising the Maturity Date Purchase Option or making the Final Rent
Payment and exercising the Remarketing Option, no Lease Event of Default
will have occurred and the Hanover Guarantee will, by its terms, require no
further payment. If the proceeds from the Remarketing Option are
insufficient to pay the remainder of the notes and the outstanding equity
certificates, the holders of the notes and the equity certificates will
incur a loss and no Hanover Guarantor will be required to compensate for any
such shortfall.
Net Lease
The Lease is a triple net lease and HCLP's obligations to pay all lease
payments are absolute and unconditional.
Event of Loss
An Event of Loss means any of the following events: (i) any damage or taking
of all or any Unit of Equipment as a result of fire, casualty or condemnation
that in the good faith reasonable judgment of HCLP either renders such
Equipment unsuitable for the continued use for its intended purpose immediately
prior to such fire, casualty or condemnation or is such that the restoration of
such Equipment to its condition substantially as it existed immediately prior
to such fire, casualty or condemnation would be impractical or impossible or
(ii) an environmental violation is discovered and HCLP in its good faith
reasonable judgment determines that the cost to remediate will exceed ten
percent of the cost of the Equipment. Upon the occurrence of an Event of Loss,
HCLP shall, unless HCLP exercises its Purchase Option, substitute, replace,
rebuild or restore the affected Equipment with Equipment having a value,
utility and remaining economic life at least equal to that of the Equipment
being replaced, in which case the Lease will continue and the rent payable
under the Lease will not be reduced.
Assignment and Subletting
The Lease permits HCLP to sublease the Equipment but prohibits assignment,
except as permitted by the Operative Agreements. Notwithstanding any sublease,
HCLP remains primarily liable for the performance of all of its obligations
under the Lease.
Quiet Enjoyment
HCLP has the right to peaceably and quietly hold, possess and use the
Equipment during the Lease Term prior to the Stated Maturity so long as no
Event of Default shall have occurred and be continuing under the Lease.
162
Maintenance
HCLP will cause the Equipment to be kept in good and safe order and
condition, normal wear and tear excepted. The Equipment will be maintained in
all material respects at all times in accordance with applicable law, including
without limitation all environmental laws, and in accordance with all insurance
requirements.
Insurance
HCLP will keep each Unit of Equipment insured against loss or damage by fire
and other risks on terms and in amounts that are no less favorable than
insurance maintained by owners of similar equipment, that are in accordance
with normal industry practice, are in amounts equal to the greater of (i)
Termination Value and (ii) the actual replacement cost of the Equipment.
Modifications and Substitutions
HCLP has the right to make modifications, alterations or renovations to the
Equipment (the "Modifications") so long as such Modifications do not impair the
value, utility or the useful life of the Equipment.
HCLP has the right to substitute one or more Units of Equipment under the
Lease (i) in the ordinary course of its business, (ii) due to an Event of Loss
and (iii) pursuant to purchases by sublessees of the Equipment in accordance
with the terms of their respective subleases with the Lessee; provided,
however, that, with respect to the Lease, the aggregate fair market value of
all Equipment substitutions shall not exceed 25% of the Termination Value of
all the Equipment thereunder. Any replacement Equipment shall be free and clear
of all Liens (other than Permitted Liens) and have a value, utility and
remaining economic useful life at least equal to the Equipment being replaced
as of the date of the replacement.
On or prior to any date of Equipment replacement permitted under a Lease,
HCLP shall provide, upon the written request of the Trustee or holders of a
majority of aggregate outstanding amount of the related notes, an appraisal
with respect to such replaced Equipment, provided that HCLP shall not be
required to provide more than one appraisal in any 12-month period. If the
aggregate value of such Equipment being replaced from time to time is equal to
or greater than 10% of the aggregate value of the Equipment under the Lease,
then HCLP shall be required to deliver an appraisal of such replaced Equipment
to the Trustee and the equity certificate holder. In the event that the
appraisers determine that replacement Equipment has a lesser value than the
original Equipment, a Lease Event of Default could be declared under the Lease.
Use
HCLP agreed that each item of Equipment will be used in accordance with its
intended purpose and in accordance with its specifications.
Intent
The Issuer and HCLP intend that, (i) for financial accounting purposes with
respect to HCLP, (A) the Lease shall be treated as an "operating lease"
pursuant to Statement of Financial Accounting Standards No. 13, as amended, (B)
the Issuer will be treated as the owner and lessor of the Equipment and (C)
HCLP will be treated as the lessee of the Equipment, but (ii) for federal,
state and local income tax and state law purposes, (A) the Lease will be
treated as a financing arrangement, (B) the noteholders will be treated as
senior lenders making loans to HCLP in an amount equal to the principal amount
of the notes, which notes will be secured by the Equipment, (C) the equity
certificate holder will be treated as a subordinated lender making loans to
HCLP in an aggregate amount equal to the Certificate Holder Contribution, which
loans are secured by the Equipment and (D) HCLP
163
shall be treated as the owner of the Equipment and will be entitled to all tax
benefits ordinarily available to an owner of property similar to the Equipment
for such tax purposes.
Liens
HCLP will keep the Equipment free and clear of all liens except the
following permitted liens and liens caused by the Issuer. Such permitted liens
include, without limitation, (1) the respective rights and interests of the
parties under the Lease and participation agreement (including any lien created
pursuant to or expressly permitted by the terms of such participation
agreement), (2) liens for taxes that either are not yet due and payable or are
being contested in good faith, (3) any permitted sublease, (4) liens arising by
operation of law, materialmen's, mechanics', workers', repairmen's, employees',
carriers', warehousemen's and other like liens in connection with any
alterations, modifications or replacements to the extent permitted by the Lease
for amounts that are not more than 30 days past due or are being diligently
contested in good faith by appropriate proceedings, so long as such proceedings
satisfy customary conditions for contest proceedings, or that have been bonded,
(5) liens arising out of judgments or awards with respect to which appeals or
other proceedings for review are being prosecuted in good faith and for the
payment of which adequate reserves have been provided as required by GAAP or
other appropriate provisions have been made, and (6) certain other permitted
matters of title and liens resulting from the acts of the Issuer.
Events of Default
The following events (each, a "Lease Event of Default") are events of
default under the Lease:
(a) HCLP shall fail to make payment of (i) any Basic Rent within 30 days
after the same has become due and payable under the Lease or (ii) any Final
Rent Payment, purchase price payable as described under "--The
Lease--Equipment Purchases Prior to Stated Maturity" or Termination Value
after the same has become due and payable under the Lease;
(b) HCLP shall fail to make payment of any Supplemental Rent due and
payable under the Lease to a holder of notes, an equity certificate holder,
the Issuer, the Trustee or the trustee of the Issuer within 30 days after
receipt of notice thereof;
(c) HCLP shall fail to maintain insurance as required by the Lease; or
(d) HCLP or any Hanover Guarantor shall default in the observance or
performance of any term, covenant or condition of HCLP or of such Hanover
Guarantor, respectively, under the Lease, the participation agreement, the
Hanover Guarantee or any other Operative Agreement to which it is a party
(other than those set forth in (a), (b) or (c) above) and such default shall
continue unremedied for a period of 30 days after receipt of notice thereof
or any representation or warranty by HCLP or any Hanover Guarantor,
respectively, set forth in the Lease, the participation agreement, the
Hanover Guarantee or any other Operative Agreement or in any document
entered into in connection therewith or in any documents, certificate or
financial or other statement delivered in connection therewith shall be
false or inaccurate in any material respect; or
(e) an event of default under the indenture that is caused by, or results
from, any action or inaction of HCLP or any other Hanover Guarantors or
relates to HCLP or any other Hanover Guarantor shall have occurred and be
continuing.
If, as of the Stated Maturity, any Lease Event of Default under the Lease
has occurred and is continuing, then HCLP shall be deemed to have exercised the
Maturity Date Purchase Option.
To comply with certain accounting limitations, the amount realizable on
certain nonmonetary, nonperformance events of default may be limited.
164
Participation Agreement
Parties
HCLP, Hanover and certain of its subsidiaries, the Issuer, the equity
certificate holder, the Trustee, in its individual capacity, as collateral
agent and as Trustee under the indenture, and the trustee of the Issuer, in its
individual capacity.
General
The participation agreement sets forth customary representations, warranties
and covenants of the parties and conditions precedent to the entering into of
the Lease and funding of the notes and the equity certificates. Certain
significant provisions of the participation agreement are summarized below.
General Indemnity
HCLP will indemnify (the "General Indemnity"), on an after-tax basis, the
Issuer, the trustee of the Issuer, the holder of the equity certificates, the
noteholders and the Trustee and any of such parties' assignees, affiliates and
their officers (the "Indemnified Persons") from and against liabilities, losses
or expenses which may be asserted against any such Person arising out of (i)
the ownership, leasing, maintenance, use or possession of the Equipment; and
(ii) the transactions in connection with the Lease and the notes. The General
Indemnity will exclude claims that (i) are attributable to gross negligence or
willful misconduct of the indemnified party or its affiliates, representatives
or agents, (ii) arise out of events occurring after the discharge of the HCLP's
obligations or (iii) relate to taxes. There will be no structural indemnity
with respect to the tax characterization or accounting treatment of the Lease.
General Tax Indemnity
HCLP will indemnify, on an after-tax basis, the Indemnified Persons against
and will agree to pay any and all taxes payable as a result of ownership,
rental, operation, use, maintenance or sale of the Equipment, including, but
not limited to, rental, withholding, sales, use, gross receipts, personal
equipment, franchise, excise, value added or other taxes, but excluding,
subject to certain exceptions, (i) federal net income taxes and (ii) state and
local net income taxes except taxes imposed by the state where the Equipment is
located (unless such Indemnified Persons were subject to taxes in such
jurisdiction without regard to the transactions contemplated herein).
Security
The provisions of the participation agreement relating to the Collateral
securing the notes are described under "Description of the Notes--Ranking and
Priority."
Hanover Guarantee
The Hanover Guarantee represents both a Guarantee of HCLP's payment
obligations under the Lease and a Guarantee of the Issuer's payment obligations
under the notes. With respect to HCLP's obligations under the Lease, the
Hanover Guarantors guarantee, jointly and severally, fully and unconditionally
and on a senior subordinated basis, all obligations of HCLP under the Lease,
including all rent payments. With respect to the issuer's obligations under the
notes, independent of HCLP's obligations under the Lease, the Hanover
Guarantors guarantee, jointly and severally, unconditionally and on a senior
subordinated basis, the payment when due of all amounts required to be paid by
the Issuer under the notes; provided that such unconditional guarantee is
limited at all times to 70.0% of the aggregate principal balance of notes
outstanding, which is equal to the final rent payment under the Lease. Upon the
occurrence of and during a Lease Event of Default, the Hanover Guarantors
guarantee, jointly and severally, on a senior subordinated basis, the payment
when due of the entire unpaid
165
principal of, and interest on, the notes and all other payment obligations of
the Issuer to the Trustee and the noteholders. The Hanover Guarantee is in
favor of the Trustee for the benefit of the noteholders and the equity
certificate holder. The Hanover Guarantee is subordinated to any Senior
Indebtedness or Guarantor Senior Indebtedness, as applicable, and ranks equally
with any Senior Subordinated Indebtedness and Guarantor Senior Subordinated
Indebtedness, as applicable. The Hanover Guarantee and the 2008 Guarantee rank
equally in right of payment to each other.
Assignment of Lease, Rents and Guarantee
The Issuer assigned the Lease and Hanover Guarantee to the Trustee for the
benefit of the noteholders and the equity certificate holder.
The Amended and Restated Trust Agreement
Parties
General Electric Capital Corporation, as the equity certificate holder, and
the trustee of the Issuer, in its individual capacity and in its capacity as
trustee under the amended and restated trust agreement.
Duties of the Trustee of the Issuer
The amended and restated trust agreement (the "Trust Agreement") sets forth
the responsibilities of the trustee of the Issuer to protect and conserve the
Equipment, the equity certificate holder contributions, the proceeds of the
notes and any other property contributed by the equity certificate holder to
the Issuer (collectively, the "Trust Estate") for the use and benefit of the
equity certificate holder, subject to the terms of the Operative Agreements.
If the trustee of the Issuer has actual knowledge of any Lease Default,
Lease Event of Default, Indenture Default or Indenture Event of Default, it
must give notice to the equity certificate holder, HCLP, the indenture trustee
and any other person identified in writing by the equity certificate holder.
The trustee of the Issuer may act only as authorized and directed by the equity
certificate holder (or HCLP pursuant to the participation agreement), subject
to the terms of the Trust Agreement, the Operative Agreements and applicable
law. The trustee of the Issuer may not manage, control, use, sell dispose of or
otherwise deal with the Trust Estate except as provided in the Trust Agreement.
All persons (other than the equity certificate holders as set forth in the
Trust Agreement) may look only to the Trust Estate for satisfaction of any
claim against the issuer of the Trustee.
Indemnification
The trustee of the Issuer will be indemnified by the equity certificate
holder for any and all obligations, liabilities, losses, actions, suits,
penalties, taxes, claims, demands, costs and expenses which may be imposed on,
incurred by or asserted against it in any way relating to or arising out of the
Trust Estate, the administration of the Trust Estate, any action or inaction
under the Operative Agreements or in any way relating to the Equipment.
Removal of the Trustee of the Issuer
The trustee of the Issuer may resign without cause upon 30 days' notice to
the equity certificate holder, the indenture trustee and HCLP. The equity
certificate holder may remove the trustee of the Issuer with or without cause
upon 60 days' notice and appoint a successor trustee that meets certain
requirements under the Trust Agreement and is approved by HCLP.
Amendments and Termination
The Trust Agreement may be amended by the equity certificate holder and the
trustee of the Issuer, subject to consent by the indenture trustee if such
amendment might result in the termination of the Issuer prior to the
166
satisfaction and discharge of the Liens and security interests under the
Operative Agreements. The equity certificate holder and the trustee of the
Issuer agree with HCLP and the indenture trustee not to terminate or revoke the
Issuer or otherwise modify the Trust Agreement without the prior written
consent of any person who would be adversely affected.
The trust will terminate and the Trust Estate will be distributed to the
equity certificate holder upon the sale of all property constituting the Trust
Estate or after thirty years. In addition, the trustee of the Issuer may
terminate the trust at its option and convey the Trust Estate to the equity
certificate holder at any time six months after the Lease is no longer in
effect.
167
THE EQUIPMENT
The Equipment subject to the Lease is a representative sample of HCLP's
natural gas compression equipment fleet. The Equipment had an appraised value
as of the commencement date of the Lease and an anticipated residual value as
of the Stated Maturity, of no less than $258 million, as determined by American
Appraisal Associates ("AAA"). We selected AAA on the basis of its expertise in
equipment valuations in leasing transactions. AAA is a large independent
valuation firm that has been in business for over 100 years. To our knowledge,
except for appraisal engagements entered into the ordinary course of business
in exchange for customary fees and expenses, there are no material
relationships between AAA, its affiliates and/or unaffiliated representatives
and the registrants or their affiliates. We have paid AAA a fee of $41,000 plus
expenses of approximately $900 for the appraisal of the Equipment. None of the
registrants placed any limitations on the scope of analysis, procedures or
methodologies employed by AAA in the preparation of its appraisal report.
168
DESCRIPTION OF CERTAIN INDEBTEDNESS
$350 Million Bank Credit Agreement
We have a bank credit agreement which provides for a revolving credit
facility in an aggregate principal amount of $350 million, including a
commitment to issue letters of credit of up to $75 million by JPMorgan Chase
Bank as agent for several banks and other financial institutions. At September
30, 2002, we had approximately $193 million of outstanding borrowings and $44
million of outstanding letters of credit under the bank credit agreement. In
addition, we had approximately $15 million in letters of credit outstanding
under other letters of credit facilities which expire during 2002 and 2004.
Amounts outstanding under our bank credit agreement bear interest at either the
Eurodollar rate plus the spread, the ABR rate plus the spread (each as defined
in the bank credit agreement) or a combination of both. Revolving loans may be
borrowed, repaid and reborrowed from time to time.
Our bank credit agreement also contains various covenants which require,
among other things, that we meet specified quarterly financial ratios,
including cash flow and net worth measurements, and restricts our ability to
incur additional indebtedness.
The revolving loans mature in November 2004. No assurances can be made that
we will be able to refinance the bank credit agreement on commercially
reasonable terms, if at all.
Convertible Senior Notes
In March 2001, Hanover issued $192 million aggregate principal amount of
4.75% Convertible Senior Notes due March 15, 2008. The convertible senior notes
are convertible at the option of the holder into shares of our common stock at
a conversion rate of 22.7596 shares of common stock per $1,000 principal amount
of convertible senior notes. The conversion rate is subject to anti-dilution
adjustment in certain events.
On or after March 15, 2004, we have the right at any time to redeem some or
all of the convertible senior notes. If we experience a specified change in
control, a holder of convertible senior notes may require us to repurchase,
with cash or common stock, some or all of the convertible senior notes at a
price equal to 100% of the principal amount plus accrued and unpaid interest to
the repurchase date.
The convertible senior notes are general unsecured obligations and rank
equally in right of payment with all of our other unsecured senior debt. The
convertible senior notes are effectively subordinated to all existing and
future liabilities of our subsidiaries (including HCLP).
Convertible Preferred Securities
In December 1999, Hanover issued $86,250,000 of unsecured 7 1/4% Mandatorily
Redeemable Convertible Preferred Securities through our subsidiary, Hanover
Compressor Capital Trust, a Delaware business trust and subsidiary of Hanover
(the "Business Trust"). Under a guarantee agreement, we guarantee, on a
subordinated basis, any payments required to be made by the Business Trust to
the extent the Business Trust has funds available to make the payments.
The convertible preferred securities are convertible at the option of the
holder into shares of our common stock and have a liquidation amount of $50 per
security and mature in 2029, but we may redeem them, in whole or in part, at
any time on or after December 20, 2002. We are required to pay annual cash
distributions at the rate of 7 1/4%, payable quarterly in arrears. However,
such payments may be deferred for up to 20 consecutive quarters subject to
certain restrictions. During any periods in which payments are deferred, in
general, we cannot pay any dividend or distribution on our capital stock or
redeem, purchase, acquire or make any liquidation on any of our capital stock.
With the proceeds from the offering of the convertible preferred securities,
the Business Trust purchased $86,250,000 of our 7 1/4% unsecured subordinated
debentures. When the debentures are repaid in full, either at maturity or
through optional redemption, the proceeds from the repayment will be applied to
redeem, on a pro rata basis, an equivalent liquidation amount of convertible
preferred securities.
169
The debentures are subordinated to all of our existing and future senior
debt, and are effectively subordinated to all existing and future liabilities
of our subsidiaries (including HCLP).
Operating Leases
Concurrently with our consummation of the Lease, in August 2001, we entered
into a separate $309 million sale and lease back of certain compression
equipment. This operating lease has a seven-year term and is substantially
similar to the Lease.
In October 2000, we completed a $173 million sale and lease back of certain
compression equipment. In March 2000, we entered into a separate $200 million
sale and lease back of certain compression equipment. Under the March 2000
agreement, we received $100 million in proceeds from the sale of compression
equipment at closing and, in August 2000, we completed the second half of the
equipment lease and received an additional $100 million for the sale of
additional compression equipment. In June 1999, we completed a separate $200
million sale and lease back of certain compression equipment.
The 2000 and 1999 transactions are recorded as a sale and lease back of the
equipment and are recorded as operating leases. Under these lease agreements,
the equipment was sold and leased back by us for a 5 year period and we will
continue to deploy the equipment under our normal operating procedures. At any
time, we have options to repurchase the equipment under certain conditions as
defined by the lease agreements. We have substantial guarantees under the lease
agreements that are due upon termination of the leases and which may be
satisfied by a cash payment or the exercise of our purchase options. Any gains
on the sale of the equipment are deferred until the end of the respective lease
terms. Should we choose not to exercise our purchase options under the lease
agreements, the deferred gains will be recognized to the extent they exceed any
residual value guarantee payments and any other items required under the lease
agreements.
Our lease agreements call for variable quarterly rental payments that vary
with the London Interbank Offering Rate. The minimum lease payments under the
leasing agreements exclusive of any guarantee payments are between $49 million
and $94 million for the years 2002 to 2006 based on rates in effect as of
September 30, 2002.
Subordinated Acquisition Note
On August 31, 2001, in connection with our acquisition of the gas
compression business of Schlumberger, we issued a $150 million subordinated
acquisition note to Schlumberger, which matures December 15, 2005.
Interest on the subordinated acquisition note accrues and is payable-in-kind
at the rate of 8.5% annually for the first six months after issuance and
periodically increases in increments of 1% to 2% per annum to a maximum
interest rate 42 months after issuance of 15.5%. In the event of an event of
default under the subordinated acquisition note, interest will accrue at a rate
of 2% above the applicable rate.
The subordinated acquisition note is subordinated to all of our indebtedness
other than indebtedness to fund future acquisitions. In the event that we
complete an offering of equity securities, we are required to apply the
proceeds of the offering to repay amounts outstanding under the subordinated
acquisition note as long as no default exists or would exist under our other
indebtedness as a result of such payment.
Equity Investment in the Issuer
In connection with the Issuer's acquisition of the Equipment and its
execution of the Operative Agreements, an investor contributed an aggregate
amount of $7.8 million in cash to the Issuer. As described in the "Description
of Notes," such equity certificate holders may receive payments upon certain
repurchases or redemptions of the notes.
170
BOOK-ENTRY; DELIVERY AND FORM
Except as described in "--Certificated Notes" below, the new notes will be
represented by one or more permanent global certificates in definitive, fully
registered form without interest coupons (the "global notes"). The global notes
will be deposited with the Trustee as custodian for The Depository Trust
Company ("DTC") and registered in the name of a nominee of such depositary.
The Global Notes
The Issuer expects that pursuant to procedures established by DTC (1) upon
the issuance of the global notes, DTC or its custodian will credit, on its
internal system, the principal amount of the individual beneficial interests
represented by such global notes to the respective accounts of persons who have
accounts with such depositary and (2) ownership of beneficial interests in the
global notes will be shown on, and the transfer of such ownership will be
effected only through, records maintained by DTC or its nominee (with respect
to interests of participants) and the records of participants (with respect to
interests of persons other than participants). Ownership of beneficial
interests in the global notes will be limited to persons who have accounts with
DTC ("participants") or persons who hold interests through participants.
So long as DTC, or its nominee, is the registered owner or holder of the new
notes, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the new notes represented by such global notes for all
purposes under the indenture. No beneficial owner of an interest in the global
notes will be able to transfer that interest except in accordance with DTC's
procedures, in addition to those provided for under the indenture.
Payments of the principal of, premium, if any, and interest (including
additional interest) on, the global notes will be made to DTC or its nominee,
as the case may be, as the registered owner thereof. None of us, the Trustee or
any paying agent will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in the global notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.
The Issuer expects that DTC or its nominee, upon receipt of any payment of
principal, premium, if any, or interest (including additional interest) on the
global notes, will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global notes as shown on the records of DTC or its nominee. The Issuer
also expects that payments by participants to owners of beneficial interests in
the global notes held through such participants will be governed by standing
instructions and customary practice, as is now the case with securities held
for the accounts of customers registered in the names of nominees for such
customers. Those payments will be the responsibility of those participants.
The Issuer expects that transfers between participants in DTC will be
effected in the ordinary way through DTC's same-day funds system in accordance
with DTC rules and will be settled in same-day funds. If a holder requires
physical delivery of a certificated security for any reason, including to sell
new notes to persons in states which require physical delivery of the new
notes, or to pledge such securities, such holder must transfer its interest in
a global note, in accordance with the normal procedures of DTC and with the
procedures set forth in the indenture.
DTC has advised the Issuer that it will take any action permitted to be
taken by a holder of new notes (including the presentation of notes for
exchange as described below) only at the direction of one or more participants
to whose account the DTC interests in the global notes are credited and only in
respect of such portion of the aggregate principal amount of new notes as to
which such participant or participants has or have given such direction.
However, if there is an event of default under the indenture, DTC will exchange
the global notes for certificated securities, which it will distribute to its
participants.
DTC has advised us that it is:
. a limited purpose trust company organized under the laws of the State of
New York;
171
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the Uniform Commercial
Code, as amended; and
. a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the global notes among participants of DTC, DTC is
under no obligation to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.
Certificated Notes
Except as described below, owners of beneficial interests in the global
notes will not be permitted to take physical delivery of certificated notes. If:
. DTC notifies the Issuer that it is at any time unwilling or unable to
continue as a depositary or DTC ceases to be registered as a clearing
agency under the Securities Exchange Act of 1934 and a successor
depositary is not appointed within 90 days of such notice or cessation;
. the Issuer, at its option, notifies the trustee in writing that it
elects to cause the issuance of its notes in definitive form under its
indenture; or
. upon the occurrence of some other events as provided in such indenture;
then, upon surrender by DTC of the applicable global notes, certificated notes
will be issued to each person that DTC identifies as the beneficial owner of
the notes represented by the applicable global notes. Upon the issuance of
certificated notes, the trustee is required to register the certificated notes
in the name of that person or persons, or their nominee, and cause the
certificated notes to be delivered thereto.
Neither the Issuer nor the trustee will be liable for any delay by DTC or
any participant or indirect participant in DTC in identifying the beneficial
owners of the related notes and each of those persons may conclusively rely on,
and will be protected in relying on, instructions from DTC for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the respective notes to be issued.
172
MATERIAL ERISA CONSIDERATIONS
Certain ERISA Considerations
The following is a summary of certain considerations associated with the
acquisition and holding of the notes by employee benefit plans that are subject
to Title I of the U.S. Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), plans, individual retirement accounts and other arrangements
that are subject to Section 4975 of the Code ("IRAs") or provisions under any
federal, state, local, non-U.S. or other laws or regulations that are similar
to such provisions of the Code or ERISA (collectively, "Similar Laws"), and
entities such as collective investment funds, separate accounts and insurance
company general accounts whose underlying assets are considered to include
"plan assets" of such plans, accounts and arrangements (each, a "Plan"). Before
proceeding with the exchange of notes on behalf of a Plan, the person with
investment discretion on behalf of the Plan should review with its legal
advisors whether the exchange and the continued holding of the new notes would
be a suitable investment for the Plan.
General Fiduciary Matters
ERISA and the Code impose certain duties on persons who are fiduciaries of a
Plan subject to Title I of ERISA or Section 4975 of the Code and prohibit
certain transactions involving the assets of a Plan and its fiduciaries or
other interested parties. Under ERISA and the Code, any person who exercises
any discretionary authority or control over the administration of such a Plan
or the management or disposition of the assets of such a Plan, or who renders
investment advice for a fee or other compensation to such a Plan, is generally
considered to be a fiduciary of the Plan.
In considering an investment in the notes of a portion of the assets of any
Plan, a fiduciary should determine whether the investment is in accordance with
the documents and instruments governing the Plan and the applicable provisions
of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the
Plan including, without limitation, the prudence, diversification, delegation
of control and prohibited transaction provisions of ERISA, the Code and any
other applicable Similar Laws.
Prohibited Transaction Issues
Section 406 of ERISA and Section 4975 of the Code prohibit Plans, subject to
Title I of ERISA or Section 4975 of the Code from engaging in specified
transactions involving plan assets with persons or entities who are "parties in
interest," within the meaning of ERISA, or "disqualified persons," within the
meaning of Section 4975 of the Code, unless an exemption is available. These
prohibited transactions may generate excise taxes, penalties and other
liabilities under ERISA and the Code. Prohibited transactions involving IRAs
may result in disqualification of the IRA.
The acquisition and/or holding of notes by a Plan with respect to which the
Issuer is considered a party in interest or a disqualified person may
constitute or result in a direct or indirect prohibited transaction under
Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is
acquired and is held in accordance with an applicable statutory, class or
individual prohibited transaction exemption. In this regard, the U.S.
Department of Labor (the "DOL") has issued five prohibited transaction class
exemptions, or "PTCEs," that may apply to the acquisition and holding of the
notes depending in part on who decides to acquire the new notes for the Plan:
. PTCE 84-14 respecting transactions determined by independent qualified
professional asset managers,
. PTCE 90-1 respecting insurance company pooled separate accounts,
. PTCE 91-38 respecting bank collective investment trusts,
. PTCE 95-60 respecting life insurance company general accounts, and
. PTCE 96-23 respecting transactions determined by in-house asset managers.
173
Numerous conditions must be satisfied in order for the PTCES to apply.
Therefore, no assurances can be made that all of the required conditions of any
such exemption will be satisfied. As a result, the notes should not be
purchased or held by any person investing "plan assets" of any Plan, unless
such purchase and holding will not constitute a non-exempt prohibited
transaction under ERISA and the Code or similar violation of any applicable
Similar Laws.
Representations
Accordingly, by acceptance of the exchange of an old note for a new note,
you and your successors and assigns will be deemed to have represented and
warranted that either (i) no portion of the assets used by you to acquire the
notes constitutes assets of any Plan, (ii) the notes do not constitute assets
of a Plan, or (iii) the exchange and continued holding of the notes by you will
not constitute a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code or similar violation under any applicable Similar
Laws, for so long as the Plan holds the notes.
The foregoing discussion is general in nature and is not intended to be
all-inclusive. Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries, or other persons considering
purchasing the notes on behalf of, or with the assets of, any Plan, consult
with their counsel regarding the potential applicability of ERISA, Section 4975
of the Code and any Similar Laws to such investment and whether any exemption
would be applicable to the exchange and continued holding of the notes.
174
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
This section discusses the material U.S. federal income tax considerations
relating to the exchange of old notes for new notes and the purchase, ownership
and disposition of the new notes. This summary is based on the following
materials, all as of the date of this prospectus:
. the Internal Revenue Code of 1986, as amended (the "Code"),
. current, temporary and proposed Treasury Regulations promulgated under
the Code,
. current administrative interpretations of the Internal Revenue Service
(the "IRS"), and
. court decisions.
Legislation, judicial decisions or administrative changes may be forthcoming
that could affect the accuracy of the statements included in this summary,
possibly on a retroactive basis. There can be no assurance that the IRS will
not challenge one or more of the tax results described herein, and we have not
obtained, nor do we intend to obtain, a ruling from the IRS with respect to the
U.S. federal tax consequences described below.
This discussion assumes the new notes and the old notes are held as "capital
assets" within the meaning of Section 1221 of the Code (generally, property
held for investment). For purposes of this discussion, "U.S. Holders" are
beneficial owners of the notes that include the following:
. citizens or residents of the United States,
. corporations organized under the laws of the United States or any state,
. estates the income of which is subject to U.S. federal income taxation
regardless of its source, and
. trusts if the administration of the trust is subject to the primary
supervision of a U.S. court and one or more U.S. persons have the
authority to control all substantial decisions of the trust.
A "Non-U.S. Holder" is a beneficial owner of the notes other than a "U.S.
Holder."
If a partnership holds the notes, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. If you are a partner of a partnership holding the notes, you
should consult your own tax advisors as to the tax consequences of the
partnership's purchase, ownership or disposition of the notes.
This discussion does not purport to address all tax considerations that may
be important to a particular holder in light of the holder's circumstances. For
example, special rules not discussed here may apply to a holder who is:
. a broker-dealer, a dealer in securities or a financial institution;
. an insurance company;
. a tax-exempt organization;
. subject to the alternative minimum tax provisions of the Code;
. holding the notes as part of a hedge, conversion or constructive sale
transaction, straddle or other risk reduction transaction;
. a person with a "functional currency" other than the U.S. dollar; or
. a person who has ceased to be a U.S. citizen or ceased to be taxed as a
resident alien.
175
Finally, this discussion does not describe any tax considerations arising under
the laws of any applicable foreign, state, or local jurisdiction.
Investors should consult their own tax advisors regarding the application of
the U.S. federal income tax laws to their particular situations and the
consequences of U.S. federal estate or gift tax laws, foreign, state or local
laws, and tax treaties.
Obligor on the Notes
We intend to treat the notes as obligations of HCLP for federal income tax
purposes, and the following discussion assumes that the notes will be so
treated. If the IRS were to contend successfully that the notes are not
obligations of HCLP, it could contend that the notes are obligations of the
Issuer. Such alternative characterization should not have any material adverse
federal income tax consequences to holders of the notes. Holders of the notes
should consult their own tax advisors as to the tax consequences to them of
such alternative characterization.
Tax Consequences of Exchange of Old Notes for New Notes
The exchange of old notes for new notes pursuant to the exchange offer will
not be treated as a taxable exchange because the new notes do not differ
materially in kind or extent from the old notes. Accordingly:
(1) holders will not recognize taxable gain or loss as a result of
exchanging such holder's old notes for new notes,
(2) the holding period for a new note received will include the holding
period of the old note exchanged therefore, and
(3) the adjusted tax basis of a new note received will be the same as the
adjusted tax basis of the old note exchanged therefore immediately
before such exchange.
U.S. Holders
Interest on Notes
U.S. Holders will be required to recognize as ordinary income any interest
paid or accrued on the notes, in accordance with their regular method of
accounting for federal income tax purposes. We are taking the position that the
additional interest paid pursuant to the exchange and registration rights
agreement is treated the same as the regularly scheduled interest payments on
the notes.
Market Discount
The market discount rules discussed below apply to any note purchased after
original issue at a price less than its stated redemption price at maturity.
If a U.S. Holder purchases a note at a market discount, such holder
generally will be required to treat any principal payments on, or any gain on
the disposition of, such note as ordinary income to the extent of the accrued
market discount (not previously included in income) at the time of such payment
or disposition. In general, subject to a de minimis exception, market discount
is the amount by which the note's stated redemption price at maturity exceeds
the holder's basis in the note immediately after the note is acquired. A note
is not treated as purchased at a market discount, however, if the market
discount is less than 0.25 percent of the stated redemption price at maturity
of the note multiplied by the number of complete years to maturity from the
date when a holder acquired the note. Market discount on a note will accrue on
a straight-line basis, unless a holder elects to accrue such discount on a
constant yield to maturity basis. This election is irrevocable. A U.S. Holder
may also elect to include market discount in income currently as it accrues.
This election, once made, applies to
176
all market discount obligations acquired on or after the first day of the first
taxable year to which the election applies and may not be revoked without the
consent of the IRS. If a U.S. Holder acquires a note at a market discount and
disposes of such note in any non-taxable transaction (other than a
nonrecognition transaction defined in section 1276(c) of the Code), accrued
market discount will be includable as ordinary income to such holder as if such
holder had sold the note at its fair market value. A U.S. Holder may be
required to defer until the maturity of the note or, in certain circumstances,
its earlier disposition, the deduction of all or a portion of the interest
expense attributable to debt incurred or continued to purchase or carry a note
with market discount, unless an election is made to include the market discount
in income on a current basis.
Amortizable Bond Premium
If a U.S. Holder purchases a note for an amount in excess of its stated
redemption price at maturity, such holder will generally be considered to have
purchased the note with "amortizable bond premium." The amount of amortizable
bond premium is computed based on the redemption price on an earlier call date
if such computation results in a smaller amortizable bond premium attributable
to the period of such earlier call date. A U.S. Holder generally may elect to
amortize such premium using the constant yield to maturity method. The amount
amortized in any year will generally be treated as a reduction of a holder's
interest income on the note. If the amortizable bond premium allocable to a
year exceeds the amount of interest allocable to that year, the excess would be
allowed as a deduction for that year but only to the extent that a holder's
prior interest inclusions exceed bond premium deductions on the note. The
election to amortize the premium on a constant yield to maturity method, once
made, generally applies to all bonds held or subsequently acquired by a U.S.
Holder on or after the first day of the first taxable year to which the
election applies. A U.S. Holder may not revoke this election without the
consent of the IRS.
Sale or Other Taxable Disposition of Notes
A U.S. Holder will generally recognize capital gain or loss on the sale,
redemption, exchange, retirement or other taxable disposition of a note. A
redemption for these purposes includes an optional redemption by the Issuer in
certain permitted circumstances prior to the maturity of the notes, generally
at a specified premium to the principal amount of the notes, and a redemption
at a fixed premium to the principal amount of the notes if a Change of Control
with respect to Hanover occurs and the registered holder requires the Issuer to
redeem its notes. The tax consequences of such early redemptions are as
discussed in this paragraph. The holder's gain or loss will equal the
difference between the holder's adjusted tax basis in the note and the proceeds
received by the holder, excluding any proceeds attributable to accrued interest
which will be recognized as ordinary interest income to the extent that the
holder has not previously included the accrued interest in income. The proceeds
received by the holder will include the amount of any cash (including any
premium payments received in the event of an early redemption) and the fair
market value of any other property received for the note. The holder's tax
basis in the note will generally equal the amount the holder paid for the note,
plus any market discount previously included in income, less any previous
deductions of bond premium. The gain or loss will be long-term capital gain or
loss if the holder held the note for more than one year. The deductibility of
capital losses may be subject to limitation.
Information Reporting and Backup Withholding
Information reporting and backup withholding may apply to payments of
principal and interest on a note or the proceeds from the sale or other
disposition of a note with respect to certain noncorporate U.S. Holders. Such
U.S. Holders generally will be subject to backup withholding unless the U.S.
Holder provides to the payor a correct taxpayer identification number and
certain other information, certified under penalties of perjury, or otherwise
establishes an exemption. Any amount withheld under the backup withholding
rules may be credited against the U.S. Holder's federal income tax liability
and any excess may be refundable if the proper information is provided to the
IRS.
177
Non-U.S. Holders
Interest on Notes
Payments of interest on the notes to Non-U.S. Holders will generally qualify
as "portfolio interest" and thus will be exempt from the withholding of U.S.
federal income tax if the Non-U.S. Holder properly certifies as to its foreign
status as described below. We are taking the position that the additional
interest paid pursuant to the exchange and registration rights agreement is
treated the same as the regularly scheduled interest payments on the notes. The
portfolio interest exception will not apply to payments of interest to a
Non-U.S. Holder that:
. owns, directly or indirectly, at least 10% of our voting stock (or the
equity of the Issuer or its owners, in the event that the notes are
characterized as obligations of the Issuer), or
. is a "controlled foreign corporation" that is related to us (or to the
Issuer or its owners, in the event that the notes are characterized as
obligations of the Issuer).
If the portfolio interest exception does not apply, then payments of interest
to a Non-U.S. Holder will generally be subject to U.S. federal income tax
withholding at a rate of 30%, unless reduced by an applicable tax treaty.
The portfolio interest exception and several of the special rules for
Non-U.S. Holders described below generally apply only if the Non-U.S. Holder
appropriately certifies as to its foreign status. A Non-U.S. Holder can
generally meet this certification requirement by providing a properly executed
Form W-8BEN or appropriate substitute form to us or our paying agent. If the
holder holds the note through a financial institution or other agent acting on
the holder's behalf, the holder may be required to provide appropriate
certifications to the agent. The holder's agent will then generally be required
to provide appropriate certifications to us or our paying agent, either
directly or through other intermediaries. Special rules apply to foreign
partnerships, estates and trusts, and in certain circumstances certifications
as to foreign status of partners, trust owners or beneficiaries may have to be
provided to us or our paying agent. In addition, special rules apply to
qualified intermediaries that enter into withholding agreements with the IRS,
and such intermediaries generally are not required to forward any certification
forms received from Non-U.S. Holders.
Sale or Other Taxable Disposition of Notes
A Non-U.S. Holder generally will not be subject to U.S. federal income tax
on any gain realized on the sale, redemption, exchange, retirement or other
taxable disposition of a note. This general rule, however, is subject to
several exceptions. For example, the gain will be subject to U.S. federal
income tax if
. the gain is effectively connected with the conduct by the Non-U.S.
Holder of a U.S. trade or business,
. the Non-U.S. Holder is an individual that has been present in the United
States for 183 days or more in the taxable year of disposition and
certain other requirements are met, or
. the Non-U.S. Holder was a citizen or resident of the United States and
is subject to special rules that apply to certain expatriates.
Income or Gain Effectively Connected With a U.S. Trade or Business
The preceding discussion of the tax consequences of the purchase, ownership
and disposition of notes by a Non-U.S. Holder generally assumes that the holder
is not engaged in a U.S. trade or business. If any interest on the notes or
gain from the sale, exchange or other taxable disposition of the notes is
effectively connected with a U.S. trade or business conducted by the Non-U.S.
Holder, then the income or gain will be subject to U.S. federal income tax at
regular graduated income tax rates, but will not be subject to withholding tax
if certain certification requirements are satisfied. If the Non-U.S. Holder is
eligible for the benefits of a tax treaty between the United States and the
holder's country of residence, any "effectively connected" income or gain will
generally be subject to U.S. federal income tax only if it is also attributable
to a permanent establishment maintained by the holder in the United States. If
the Non-U.S. Holder is a corporation, that portion of its earnings and profits
that is
178
effectively connected with its U.S. trade or business will generally be subject
to a "branch profits tax" at a 30% rate, although an applicable tax treaty may
provide for a lower rate.
U.S. Federal Estate Tax
If a Non-U.S. Holder qualifies for the portfolio interest exemption under
the rules described above when he or she dies, the notes will not be included
in his or her estate for U.S. federal estate tax purposes, unless the income on
the notes is effectively connected with his or her conduct of a trade or
business in the United States.
Information Reporting and Backup Withholding
In general, backup withholding will apply with respect to payments on the
notes made by us or our paying agent unless the Non-U.S. Holder appropriately
certifies as to its foreign status or otherwise establishes an exemption.
Information reporting on IRS Form 1042-S may apply to payments even if the
certification is provided.
Information reporting requirements and backup withholding tax generally will
not apply to any payment of the proceeds of the sale of a note effected outside
the United States by a foreign office of a foreign "broker" (as defined in
applicable Treasury regulations). However, unless the foreign office of a
broker has documentary evidence in its records that the beneficial owner is a
Non-U.S. Holder and certain other conditions are met, or the beneficial owner
otherwise establishes an exemption, information reporting (but not backup
withholding) will apply to any payment of the proceeds of the sale of a note
effected outside the United States by such a broker if it
. is a U.S. person
. is a foreign person that derives 50% or more of its gross income for
certain periods from the conduct of a trade or business in the United
States,
. is a controlled foreign corporation for U.S. federal income tax
purposes, or
. is a foreign partnership that, at any time during its taxable year, has
50% or more of its income or capital interests owned by U.S. persons or
is engaged in the conduct of a U.S. trade or business.
Payment of the proceeds of a sale of a note effected by the U.S. office of a
broker will be subject to information reporting requirements and backup
withholding tax unless the Non-U.S. Holder properly certifies under penalties
of perjury as to its foreign status and certain other conditions are met or it
otherwise establishes an exemption. The Treasury regulations governing
withholding and backup withholding provide certain rules on the reliance
standard, under which a certification may not be relied upon if the person
relying on such certification has actual knowledge (or reason to know) that the
certification is false.
Any amount withheld under the backup withholding rules may be credited
against the Non-U.S. Holder's U.S. federal income tax liability and any excess
may be refundable if the proper information is provided to the IRS.
The preceding discussion of certain U.S. federal income tax considerations
is for general information only and is not tax advice. Each prospective
investor should consult its own tax advisor regarding the particular U.S.
federal, state, local, and foreign tax consequences of purchasing, holding, and
disposing of the notes, including the consequences of any proposed change in
applicable laws.
179
PLAN OF DISTRIBUTION
We are not using any underwriters for this exchange offer. We are bearing
all expenses of this exchange offer.
Each broker-dealer that receives new notes for its own account pursuant to
this exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of new notes received in exchange for old notes where
such old notes were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
Expiration Date, we will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until , 2002, all dealers effecting transactions in the new
notes may be required to deliver a prospectus.
We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account
pursuant to this exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the new notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer or the purchasers of any such new notes. Any broker-dealer
that resells new notes that were received by it for its own account pursuant to
this exchange offer and any broker or dealer that participates in a
distribution of such new notes may be deemed to be an "underwriter" within the
meaning of the Securities Act and any profit on any such resale of new notes
and any commission or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. The letter of
transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in the letter of
transmittal. We have agreed to pay all expenses incident to this exchange offer
(including the expenses of one counsel for the holders of the old notes) other
than commissions or concessions of any broker-dealers and will indemnify the
holders of the old notes (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.
180
VALIDITY OF THE SECURITIES
The validity of the new notes, the lease obligations and the guarantee
obligations will be passed upon by Latham & Watkins, Chicago, Illinois. Certain
partners of Latham & Watkins own or have an interest in shares of Hanover
Compressor Company's common stock.
Certain legal matters concerning the Issuer with respect to the new notes
will be passed upon by Morris, James, Hitchens & Williams LLP, Wilmington,
Delaware.
EXPERTS
The audited financial statements of Hanover Equipment Trust 2001B as of and
for the nine months ended September 30, 2002 and as of December 31, 2001 and
for the period from August 16, 2001 (inception) to December 31, 2001, included
in this prospectus, have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The audited consolidated financial statements of Hanover Compressor Company
as of December 31, 2001 and 2000 and for each of the three years in the period
ended December 31, 2001, incorporated in this prospectus by reference to
Hanover Compressor Company's Annual Report on Form 10-K/A-2 for the year ended
December 31, 2001 filed on November 21, 2002 and of the Gas Compression
Business of Schlumberger as of December 31, 2000 and 1999 and for each of the
three years in the period ended December 31, 2000, incorporated in this
prospectus by reference to Item 7(a) of Hanover Compressor Company's Current
Report on Form 8-K/A filed on November 9, 2001, have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The audited consolidated financial statements of Hanover Compression Limited
Partnership as of December 31, 2001 and 2000 and for each of the three years in
the period ended December 31, 2001 included in this prospectus, have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
181
INDEX TO FINANCIAL STATEMENTS
Pages
-----
I. Hanover Equipment Trust 2001B
Periods from August 16, 2001 (Inception) to December 31, 2001 and Nine Months Ended
September 30, 2002
Report of Independent Accountants.................................................... F-2
Balance Sheet as of December 31, 2001 and September 30, 2002......................... F-3
Statement of Income.................................................................. F-4
Statement of Cash Flows.............................................................. F-5
Statement of Certificate Holder's Equity............................................. F-6
Notes to Financial Statements........................................................ F-7
II. Hanover Compressor Company
(incorporated by reference)
III. Pro Forma Combined Condensed Statement of Operations of Hanover Compressor Company
and Hanover Compression Limited Partnership (unaudited).................................... F-12
Unaudited Pro Forma Combined Condensed Statement of Operations for the Year Ended
December 31, 2001..................................................................... F-13
Notes to Unaudited Pro Forma Combined Condensed Statement of Operations of Hanover
Compressor Company and Hanover Compression Limited Partnership........................ F-14
IV. Hanover Compression Limited Partnership
December 31, 2001, 2000 and 1999
Report of Independent Accountants.................................................... F-16
Consolidated Balance Sheet........................................................... F-17
Consolidated Statement of Income and Comprehensive Income............................ F-18
Consolidated Statement of Cash Flows................................................. F-19
Consolidated Statement of Partners' Equity........................................... F-21
Notes to Consolidated Financial Statements........................................... F-22
Selected Quarterly Unaudited Financial Data............................................. F-58
Nine Months Ended September 30, 2002 and 2001
Condensed Consolidated Balance Sheet................................................. F-59
Condensed Consolidated Statement of Operations and Comprehensive Income.............. F-60
Condensed Consolidated Statement of Cash Flows....................................... F-61
Notes to Condensed Consolidated Financial Statements................................. F-62
V. Financial Statement Schedules
Report of Independent Accountants....................................................... S-1
Valuation and Qualifying Accounts of Hanover Compressor Company......................... S-2
F-1
Report of Independent Accountants
To Management and the Equity Certificate Holder of
Hanover Equipment Trust 2001B:
In our opinion, the accompanying balance sheet and the related statements of
income, of certificate holder's equity and of cash flows present fairly, in all
material respects, the financial position of Hanover Equipment Trust 2001B at
September 30, 2002 and December 31, 2001 and the results of its operations and
its cash flows for the nine months ended September 30, 2002 and the period from
August 16, 2001 (inception) to December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Trust's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
/S/PRICEWATERHOUSECOOPERS LLP
Houston, Texas
November 20, 2002
F-2
HANOVER EQUIPMENT TRUST 2001B
BALANCE SHEET
(in thousands)
September 30, December 31,
2002 2001
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents............................................... $ -- $ --
Accounts receivable -- rentals.......................................... 2,634 7,852
-------- --------
Total current assets......................................... 2,634 7,852
Rental equipment........................................................... 257,750 257,750
-------- --------
Total assets................................................. $260,384 $265,602
======== ========
LIABILITIES AND CERTIFICATE HOLDER'S EQUITY
Current liabilities:
Accrued liabilities..................................................... $ 533 $ 210
Interest payable........................................................ 2,035 7,352
Equity certificate yield payable........................................ 66 290
-------- --------
Total current liabilities.................................... 2,634 7,852
Notes payable.............................................................. 250,000 250,000
-------- --------
Total liabilities............................................ 252,634 257,852
-------- --------
Commitments and contingencies (Note 5)
Certificate holder's equity:
Equity certificates..................................................... 7,750 7,750
Trust earnings (deficit)................................................ -- --
-------- --------
Certificate holder's equity........................................... 7,750 7,750
-------- --------
Total liabilities and certificate holder's equity............ $260,384 $265,602
======== ========
The accompanying notes are an integral part of these financial statements.
F-3
HANOVER EQUIPMENT TRUST 2001B
STATEMENT OF INCOME
(in thousands)
For the Period
from
For the Nine August 16, 2001
Months Ended (Inception) to
September 30, December 31,
2002 2001
------------- ---------------
Rental revenue........................................................ $19,234 $7,911
Interest expense on rental equipment.................................. 18,045 7,352
------- ------
Excess rental revenue over interest expense on rental equipment.... 1,189 559
Operating expense..................................................... 593 269
------- ------
Net income............................................................ $ 596 $ 290
======= ======
The accompanying notes are an integral part of these financial statements.
F-4
HANOVER EQUIPMENT TRUST 2001B
STATEMENT OF CASH FLOWS
(in thousands)
For the
Period from
For the Nine August 16, 2001
Months Ended (Inception) to
September 30, December 31,
2002 2001
------------- ---------------
Cash flows from operating activities:
Net income................................................................ $ 596 $ 290
Changes in assets and liabilities:
Accounts receivable -- rents....................................... 5,218 (7,852)
Interest payable................................................... (5,317) 7,352
Accrued liabilities................................................ 323 210
------- ---------
Net cash provided by operating activities...................... 820 --
------- ---------
Cash flows from investing activities:
Purchase of rental equipment.............................................. -- (257,750)
------- ---------
Net cash used in investing activities.......................... -- (257,750)
------- ---------
Cash flows from financing activities:
Issuance of senior secured notes.......................................... -- 250,000
Issuance of equity certificates........................................... -- 7,750
Equity certificates yield paid............................................ (820) --
------- ---------
Net cash provided by (used in) financing activities............ (820) 257,750
------- ---------
Net increase (decrease) in cash and cash equivalents......................... -- --
Cash and cash equivalents at beginning of period............................. -- --
------- ---------
Cash and cash equivalents at end of period................................... $ -- $ --
======= =========
Supplemental disclosure of cash flow information:
Interest paid......................................................... $23,362 $ --
The accompanying notes are an integral part of these financial statements.
F-5
HANOVER EQUIPMENT TRUST 2001B
STATEMENT OF CERTIFICATE HOLDER'S EQUITY
(in thousands)
Equity certificates
Balance at inception.................... --
Issuance of equity certificates......... 7,750
------
Balance at December 31, 2001 and
September 30, 2002.................... $7,750
======
Trust earnings (deficit)
Balance at inception.................... $ --
Net income.............................. 290
Equity certificates yield............... (290)
------
Balance at December 31, 2001............ $ --
Net income.............................. 596
Equity certificate yield................ (596)
------
Balance at September 30, 2002........... $ --
======
The accompanying notes are an integral part of these financial statements.
F-6
HANOVER EQUIPMENT TRUST 2001B
NOTES TO FINANCIAL STATEMENTS
September 30, 2002 and December 31, 2001
1. The Trust, Business and Significant Accounting Policies
Hanover Equipment Trust 2001B (the "Trust") is a Delaware special purpose
business trust which was formed in August 2001. The Trust was formed solely to:
(1) issue the 2011 senior secured notes ("Notes") (see Note 2), (2) execute,
deliver and perform the operating agreements to which it is a party, and (3)
use the proceeds of the Notes and the related equity certificates to purchase
approximately $258 million of gas compression equipment from Hanover
Compression Limited Partnership ("HCLP") and certain of its subsidiaries. The
equity funding, issuance of the notes and equipment purchase occurred on August
30, 2001. The Trust leased its gas compression equipment back to HCLP under a
ten-year operating lease (the "Lease", see Note 4). In addition to rental
payments, HCLP is obligated to pay supplemental rent, costs, taxes,
indemnities, and other amounts owing under the operating lease. In addition,
HCLP paid the underwriting, legal, accounting and other costs of the
transactions for the Trust.
Use of Estimates in the Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets, liabilities, revenues
and expenses, as well as the disclosures of contingent assets and liabilities.
Because of the inherent uncertainties in this process, actual future results
could differ from those expected at the reporting date. Management believes
that the estimates are reasonable.
Cash and Cash Equivalents
The Trust considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Revenue Recognition
Revenue from compression equipment rentals is recorded when earned over the
period of the ten-year operating lease which began on August 30, 2001. Rental
revenues are based on the current rental rates and estimated supplemental rent
payable by HCLP under the Lease (see Note 4).
Concentrations of Credit Risk
Financial instruments that potentially subject the Trust to concentrations
of credit risk consist of cash, cash equivalents and accounts receivable. The
Trust's management believes that the credit risk in temporary cash investments
that it has with financial institutions is minimal. Trade accounts receivable
are due from HCLP and are due on a short-term basis. The Trust does not obtain
collateral for receivables. The recorded assets, obligations and operations of
the Trust could be adversely affected if the Trust's relationship with and/or
the financial position of HCLP is adversely affected.
Rental Equipment
Rental equipment consists of domestic gas compression equipment and is
recorded at cost. Due to the terms of the Lease (see Note 4) and the expected
residual value of the equipment at the end of the Lease, the management of the
Trust believes that the Trust will recover the original cost of the equipment
at the end of the Lease. As such, the Trust is not depreciating the rental
equipment.
F-7
HANOVER EQUIPMENT TRUST 2001B
NOTES TO FINANCIAL STATEMENTS--(Continued)
Long-Lived Assets
The Trust reviews for the impairment of long-lived assets, including rental
equipment and the Trust's interest in the residual value of the equipment,
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. An impairment loss exists when estimated
undiscounted cash flows expected to result from the use of the asset and its
eventual disposition are less than its carrying amount. The impairment loss
recognized represents the excess of the asset's carrying value as compared to
its estimated fair market value.
Income Taxes
No provision has been made for federal or state income taxes because the
parties will treat the Trust as a financing vehicle for income tax purposes.
The Trust is not a business trust for tax purposes. To the extent the Trust is
not considered a mere financing vehicle, then solely for income and franchise
tax purposes, the Trust would be treated as a grantor trust. Each certificate
holder will include in its gross income such certificate holder's share of the
Trust's net income.
2. Notes Payable
Notes payable at September 30, 2002 and December 31, 2001 consisted of the
following (in thousands):
Senior Secured Notes--fixed rate of 8.75% due September 1, 2011, interest payable semi-
annually on March 1 and September 1.................................................. $250,000
The Notes are obligations of the Trust and are collateralized by all of the
equipment, rents and supplemental rents covered by the Lease (see Note 4). In
addition, the Trust's obligations under the Notes are jointly and severally
guaranteed, unconditionally and on a senior subordinated basis, by Hanover
Compressor Company ("Hanover"), the ultimate parent company of HCLP, and HCLP
for an amount up to 70.0% of the aggregate principal balance of Notes
outstanding, which is equal to the final rent payment under the Lease. If there
is an event of default under the Lease, Hanover and HCLP guarantee, jointly and
severally, on a senior subordinated basis, all of the Trust's obligations under
the Notes. All of HCLP's obligations under the Lease are unconditionally
guaranteed, on a senior subordinated basis, by Hanover. The obligations of HCLP
under the Lease are subordinated in right of payment to all existing and future
senior indebtedness of HCLP. The obligations of Hanover and HCLP under the
guarantee are subordinated in right of payment to all existing and future
senior indebtedness of such guarantor. The guarantee ranks equally in right of
payment with all senior subordinated debt and senior to all subordinated debt
of such guarantor. The fair market value of the Notes was approximately $233
million at September 30, 2002 and approximately $259 million at December 31,
2001.
In December 2001, HCLP and its subsidiaries completed various internal
restructuring transactions pursuant to which all of the domestic subsidiaries
of HCLP that were guarantors of the Notes have been merged, directly or
indirectly, with and into HCLP.
All payments that are received by the Trust under the Lease or guarantee
will be applied first to the amounts due under the Notes. The payment of
principal, premium (if any) and interest on the Notes will be senior in right
of payment to the payment in full of the amounts due under the equity
certificates.
Prior to September 1, 2004, if Hanover raises proceeds from one or more bona
fide underwritten sales to the public of Hanover's common stock and Hanover
causes HCLP to repurchase equipment from the Trust, the Trust is required to
apply the proceeds it receives to redeem up to 35% of the Notes at a redemption
price of 108.75% of the principal amount thereof. Otherwise, the Trust does not
have the right to redeem the Notes until
F-8
HANOVER EQUIPMENT TRUST 2001B
NOTES TO FINANCIAL STATEMENTS--(Continued)
September 1, 2006. After September 1, 2006, the Trust may redeem the Notes, in
whole or in part, if the Trust pays the redemption prices indicated below:
Percentage
----------
After Sept 1, 2006 104.375%
After Sept 1, 2007 102.917%
After Sept 1, 2008 101.458%
After Sept 1, 2009 100.000%
The Trust is not affiliated with Hanover or HCLP. The indenture and
participation agreement governing the Notes contains covenants that restrict
the Trust's ability to, among other things: incur liens, incur additional
indebtedness, enter any other transactions, make investments, liquidate, and
engage in non-related lines of business. In addition, the indenture and
participation agreement governing the Notes contains covenants that limit
Hanover and HCLP to engage in certain activities and transactions.
The Notes have not been registered under the Securities Act of 1933 or any
state securities laws. The Notes are subject to restrictions on transferability
and resale. However, the Trust has agreed to use its reasonable best efforts to
register notes with the Securities and Exchange Commission that have
substantially identical terms as the Notes issued by the Trust in August 2001
and to offer to exchange the registered freely exchangeable notes for the Notes
(see Note 7).
3. Equity Certificates
The Trust raised approximately $7.8 million from equity certificates issued
during the period from August 16, 2001 (inception) through December 31, 2001.
The Trust's equity certificates were issued to General Electric Capital
Corporation ("GE Capital"). The original certificate holder assigned its
interest to GE Capital and was repaid its capital contribution of $1 in August
2001. Equity certificate holders may receive return of capital payments for
their equity investment in the Trust, after full payment of the Notes. The
Trust will make a quarterly payment (on the first day of March, June,
September, and December; the first payment was made on March 1, 2002) to equity
certificate holders equal to the certificate holder yield rate (10.2% as of
September 30, 2002 and December 31, 2001) multiplied by the aggregate
outstanding certificate holder contributions. As of September 30, 2002 and
December 31, 2001, approximately $66,000 and $290,000, respectively, was
payable to the certificate holder. Equity certificate capital repayment may be
made from the proceeds from sale of equipment to HCLP or, on the expiration
date or earlier termination of the lease, from the proceeds from the final rent
payment and the sale of equipment (see Note 4).
4. Lease Transaction
The Trust's equipment is rented to HCLP under a ten-year operating lease
with the basic rent payments equal to the interest payable on the Notes and the
yield payable to the equity certificate holder. In addition, HCLP will also pay
supplemental rent in respect of all amounts which HCLP is obligated to pay,
other than basic rent, under the Lease and participation agreement, including,
but not limited to, operating costs of the Trust such as audit fees, legal
fees, general administrative fees, certain taxes and indemnities.
F-9
HANOVER EQUIPMENT TRUST 2001B
NOTES TO FINANCIAL STATEMENTS--(Continued)
The minimum rents under the Lease are estimated using interest rates and
rental equipment balances applicable as of September 30, 2002, as follows (in
thousands):
Period ending December 31:
2002...................... $ 22,665
2003...................... 22,665
2004...................... 22,665
2005...................... 22,665
2006...................... 22,665
Thereafter................ 105,767
--------
$219,092
========
Prior to the stated maturity, HCLP may be required to purchase or shall have
the option to purchase the equipment and terminate the Lease under certain
conditions and after making the required payments as detailed in the Lease.
Twelve months prior to the end of the lease term, HCLP may (a) elect to
purchase all of the equipment on the maturity date of the Notes, for an amount
sufficient to repay the Notes, equity certificates and any other amounts owed
under the Lease in full or (b) begin selling the equipment on behalf of the
Trust. Upon the expiration of the lease term, if HCLP has elected to sell the
equipment on behalf of the Trust, HCLP is required to pay the Trust a final
rent payment (the "Final Rent Payment") of approximately $175 million as
determined by and subject to limitations and adjustments as detailed in the
Lease. The proceeds from the sale of equipment together with the Final Rent
Payment will be applied to repay all amounts payable under the Notes. Any
remaining proceeds will first be used to repay the unrecovered amount of the
equity certificates and any excess will then be returned to HCLP. If the sale
proceeds from the equipment together with the Final Rent Payment are less than
the amount necessary to repay the Notes, HCLP will be liable for an assessment
of additional rent with respect to excess wear and tear of such equipment as
determined by an independent appraisal process and subject to limitations
detailed in the Lease. The future minimum rental schedule above includes the
future amounts HCLP is required to pay under the Lease exclusive of any Final
Rent Payment or purchase option payment.
5. Commitments and Contingencies
In the ordinary course of business the Trust may be involved in various
pending or threatened legal actions. The Trust has no commitments or contingent
liabilities which, in the judgment of the management of the Trust, would result
in losses that would materially affect the Trust's financial position,
operating results or cash flows.
6. New Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
143, "Accounting for Obligations Associated with the Retirement of Long-Lived
Assets". SFAS 143 establishes the accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. This statement is effective for the Trust beginning January 1,
2003. The Trust does not believe the adoption of SFAS 143 will have a material
effect on its financial statements.
In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS 144 addresses significant issues relating
to the implementation of SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," and to develop a single
accounting model, based on the framework established in SFAS 121, for
long-lived assets to be disposed of by
F-10
HANOVER EQUIPMENT TRUST 2001B
NOTES TO FINANCIAL STATEMENTS--(Continued)
sale, whether previously held and used or newly acquired. This statement was
effective for the Trust beginning January 1, 2002. The adoption of SFAS 144 did
not have a material effect on the Trust's financial statements.
In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
The Statement updates, clarifies and simplifies existing accounting
pronouncements. Provisions of SFAS 145 related to the rescission of Statement 4
are effective for the Trust on January 1, 2003. The provisions of SFAS 145
related to SFAS 13 are effective for transactions occurring after May 15, 2002.
The Trust has adopted the provisions of the new standard related to SFAS 13,
which had no material effect on our consolidated results of operations, cash
flows or financial position.
In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities, such as
restructuring, involuntarily terminating employees, and consolidating
facilities, initiated after December 31, 2002. The Trust is currently assessing
the new standard and have not yet determined the impact on our consolidated
results of operations, cash flows or financial position.
7. Registration Statement
In December 2001, the Trust filed a registration statement on Form S-4
offering to exchange its registered 8.75% senior secured notes due 2011 for all
of its outstanding Notes. The terms of the new notes are identical to the terms
of the Notes except that the new notes are freely transferable under the
Securities Act and do not have any exchange or registration rights. Because the
exchange offer has not been completed, the Trust will receive additional rent
in the amount of approximately $48,000 per week and is required to pay this
amount as additional interest to the holders of the Notes. The additional
rental income and interest expense began accruing on January 28, 2002 and will
end when the exchange offer is completed. Through September 30, 2002, the Trust
had recognized approximately $1,639,000 in additional rental income and
interest expense.
F-11
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS OF
HANOVER COMPRESSOR COMPANY AND
HANOVER COMPRESSION LIMITED PARTNERSHIP
(unaudited)
Hanover Compression Limited Partnership ("HCLP") is an indirect wholly-owned
subsidiary of Hanover Compressor Company ("Hanover" or "Ultimate Parent").
Substantially all of Hanover's assets and operations are owned or conducted by
HCLP and its subsidiaries.
On August 31, 2001, HCLP acquired the Production Operators Corporation
natural gas compression business, ownership interests in certain joint venture
projects in South America, and related assets (collectively, "POI" and formerly
"The Gas Compression Business of Schlumberger") from Schlumberger for $761
million in cash, Hanover common stock and indebtedness, subject to certain
post-closing adjustments pursuant to the purchase agreement (the "POI
Acquisition") which to date have resulted in an increase in the purchase price
to approximately $778 million due to an increase in the assets acquired. The
POI Acquisition was accounted for as a purchase and is included in HCLP's
financial statements commencing on September 1, 2001.
The pro forma financial data is not adjusted to reflect the pro forma effect
of HCLP's acquisition of OEC Compression Corporation, completed in March 2001,
which is not significant.
In addition, on August 31, 2001, HCLP completed two sale-leaseback
transactions totaling $567 million (the "Sale-leaseback Transactions"). Under
the terms of the transactions, Hanover Equipment Trust 2001A and Hanover
Equipment Trust 2001B (the "Trusts") purchased equipment from HCLP that was
then leased back to HCLP pursuant to two operating leases for a seven-year
period and a ten-year period, respectively. The equipment will continue to be
deployed in HCLP's normal operations. HCLP used approximately $311 million of
the proceeds of the sale to fund the cash portion of the POI Acquisition
including the post closing adjustment related to the increase in assets and to
pay expenses of the acquisition and the Sale-leaseback Transactions and used
$200 million to exercise its equipment purchase option under an existing
operating lease entered into in 1998. HCLP used the remaining $56 million of
the proceeds for general corporate purposes.
The accompanying unaudited pro forma combined condensed statements of
operations for the year ended December 31, 2001 have been prepared as if the
POI Acquisition, the sale of equipment and exercise of HCLP's equipment
purchase option under the existing operating lease (collectively, the
"Transactions") had occurred on January 1, 2001.
The accompanying unaudited pro forma combined condensed statements of
operations should be read in conjunction with Hanover's consolidated financial
statements and related notes thereto for the year ended December 31, 2001
included in the Hanover's Annual Report on Form 10-K/A-2 filed on November 21,
2002; HCLP's financial statements for the year ended December 31, 2001 attached
herewith; and POI's combined financial statements for the year ended December
31, 2000 and the six months ended June 30, 2001 included in Hanover's Current
Report on Form 8-K/A filed on November 9, 2001.
F-12
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
Year Ended December 31, 2001
(in thousands, except per share amounts)
Historical Pro Forma
-------------------- ----------------------------------------------------------
POI & Sale-
Hanover leaseback Hanover HCLP HCLP
(Restated) POI(a) Adjustments Combined Adjustments(a) Combined
----------- -------- ------------ ---------- -------------- ----------
Revenues and other...................... $ 1,070,697 $105,653 $1,176,350 $1,176,350
Expenses:
Operating............................. 643,781 59,357 $ (3,337)(b) 699,801 699,801
Selling, general and administrative... 100,980 8,724 109,704 109,704
Depreciation and amortization......... 90,560 12,324 (12,324)(c) 98,259 98,259
4,088(d)
3,611(e)
Leasing expense....................... 70,435 18,545(f) 93,309 $ (714)(m) 92,595
15,567(f)
(544)(g)
(10,694)(g)
Interest expense...................... 17,540 (25) 8,525(h) 26,040 (7,093)(m) 18,947
Translation expense................... 6,658 6,658 6,658
Distributions on mandatorily
redeemable convertible preferred
securities........................... 6,373 6,373 (6,373)(n)
Other................................. 17,323 17,323 17,323
----------- -------- ------------ ---------- --------------- ----------
953,650 80,380 23,437 1,057,467 (14,180) 1,043,287
----------- -------- ------------ ---------- --------------- ----------
Income (loss) before income taxes....... 117,047 25,273 (23,437) 118,883 14,180 133,063
Provision (benefit) for income taxes.... 44,470 7,886 (7,188)(i) 45,168 5,388(i) 50,556
----------- -------- ------------ ---------- --------------- ----------
Net income before cumulative effect of
accounting change..................... $ 72,577 $ 17,387 $ (16,249) $ 73,715 $ 8,792 $ 82,507
=========== ======== ============ ========== =============== ==========
Weighted average common and common
equivalent shares outstanding:
Basic.............................. 72,355 5,805(j) 78,160
Diluted............................ 81,175 5,805(j) 86,980
Earnings per common share(o):
Basic.............................. $ 1.00 $ 0.94
Diluted(k)......................... $ 0.94 $ 0.90
The accompanying notes are an integral part of these unaudited
pro forma combined condensed statement of operations.
F-13
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS OF
HANOVER COMPRESSOR COMPANY AND HANOVER COMPRESSION LIMITED PARTNERSHIP
The accompanying unaudited pro forma combined condensed statement of
operations for Hanover and HCLP have been prepared based upon certain pro forma
adjustments to the historical consolidated financial statements of Hanover and
HCLP for the year ended December 31, 2001. The historical information for POI
has been obtained from the historical unaudited combined financial statements
of POI for the eight months ended August 31, 2001. Historical financial
statements for POI as of June 30, 2001 and December 31, 2000, 1999 and 1998
have been included in Hanover's Current Report on Form 8-K/A dated November 9,
2001. The pro forma statements of operations do not purport to be indicative of
the results which would actually have been obtained had the acquisitions been
completed on the date indicated or which may be obtained in the future.
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible
Assets. Under SFAS 142, amortization of goodwill to earnings will be
discontinued. However, goodwill will be reviewed for impairment annually or
whenever events indicate impairment may have occurred. SFAS 142 is effective
for Hanover and HCLP on January 1, 2002. However, under the transition
provisions of SFAS 142, goodwill acquired in a business combination for which
the acquisition date is after June 30, 2001, will not be amortized. Since the
acquisition of POI was consummated after June 30, 2001, the goodwill of
approximately $71 million related to the POI acquisition has not been amortized
in the pro forma combined condensed statements of operations. The goodwill
related to business combinations completed before June 30, 2001 was amortized
in the pro forma combined condensed statements of operations since Hanover and
HCLP had not adopted SFAS 142.
The pro forma adjustments to the accompanying unaudited Pro Forma Combined
Condensed Statements of Operations are described below:
a) The historical results of operations of POI have been reclassified to
conform with Hanover and HCLP's presentation. These reclassifications had no
impact on net income. The column labeled HCLP adjustments when combined with
the historical results of Hanover would reflect the historical results of HCLP.
b) Reflects the reversal of certain historical operating expenses to conform
to Hanover and HCLP's accounting policies for capitalization of fixed assets.
Hanover capitalizes major improvements that extend the life of its compression
assets. The additional depreciation related to these improvements is included
in adjustment (d).
c) Reflects the elimination of POI historical depreciation and amortization
expense.
d) Reflects the depreciation expense on the fair value of POI's property,
plant and equipment, which was reduced by approximately $14.7 million for the
2001 period, due to the sale-leaseback transactions. The fair value of POI's
property, plant and equipment acquired was approximately $488 million. The
depreciation for POI was based on the estimated value of property, plant and
equipment acquired, net of the sale of $367 million of compression equipment to
the Trusts. For the purposes of this adjustment, Hanover and HCLP utilized a
fifteen-year average depreciable life through June 30, 2001, a thirty-year
average depreciable life after June 30, 2001, and a twenty-percent salvage
value for compression equipment. These estimates are consistent with Hanover
and HCLP's estimate for similar equipment and facilities for the periods
included in these pro forma combined condensed financial statements.
e) Reflects the amortization of $8.2 million of identifiable intangibles
over the estimated lives of these intangible assets which ranges from eighteen
months to five years. In addition, this adjustment reflects the amortization of
the excess of the estimated fair value of the joint venture investments
acquired from Schlumberger over HCLP's share of the underlying net assets,
which is approximately $6.7 million. This balance will be amortized over a
period of 15 years, which reflects the estimated lives of the joint venture
agreements.
F-14
f) Reflects the operating lease expenses related to the sale and lease back
of equipment from the Trusts, including the amortization of estimated deferred
lease transaction costs of $11.2 million over the seven year lease term and
$7.5 million over the ten year lease term with interest rates of 8.50% and
8.75% on the 2008 and 2011 notes, respectively.
g) Reflects the write off of unamortized deferred lease transaction costs of
$544,000, relating to the 1998 operating lease and the reversal of the
historical leasing expense related to the 1998 operating lease, including the
amortization of the related deferred lease transaction costs.
h) Reflects the interest expense resulting from the $150 million
subordinated acquisition note issued to Schlumberger. The interest rate on the
subordinated acquisition note was initially set at 8.5%. A 1% increase or
decrease in the interest rate on the subordinated acquisition note would change
interest expense by approximately $1.5 million. Please see note 9 to Hanover's
consolidated financial statements, which are incorporated by reference in this
prospectus, and to HCLP's consolidated financial statements, which are included
in this prospectus.
i) Reflects the adjustment to the pro forma combined provision for income
taxes related to the foregoing adjustments based on the statutory rate.
j) Reflects the additional weighted average common and common equivalent
shares outstanding as if the common stock issued for the acquisition of POI
occurred on January 1, 2001. The total number of shares of Hanover common stock
that were issued for the POI acquisition was 8.7 million shares.
k) For the purposes of calculating diluted net income per share, the
distributions on mandatorily redeemable convertible preferred securities have
been added back to net income. The after tax impact of this adjustment was
approximately $4.2 million for the year ended December 31, 2001.
(m) Reflects the removal of interest expense and amortization of deferred
issuance costs on the 4.75% convertible senior notes since issuance in March
2001 which are obligations of the Ultimate Parent of HCLP.
(n) Reflects the removal of distributions on mandatorily redeemable
convertible securities held by the Ultimate Parent of HCLP.
(o) Earnings per share data are applicable to Hanover only as HCLP is a
limited partnership.
F-15
Report of Independent Accountants
To the Managers of the General Partner of
Hanover Compression Limited Partnership:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and comprehensive income, of cash flows and
of partners' equity present fairly, in all material respects, the financial
position of Hanover Compression Limited Partnership and its subsidiaries at
December 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 17 to the financial statements, the Company changed its
method of accounting for derivatives in 2001. As discussed in Notes 19 and 20,
the December 31, 2001, 2000 and 1999 consolidated financial statements have
been restated for certain revenue recognition matters.
/S/PRICEWATERHOUSECOOPERS LLP
Houston, Texas
May 2, 2002, except for Notes 20 and 21
as to which the date is November 18, 2002
F-16
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
December 31,
----------------------
2001 2000
---------- ----------
Restated Restated
(See Notes 19 and 20)
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents................................................... $ 23,191 $ 45,484
Accounts receivable, net.................................................... 272,450 221,059
Inventory................................................................... 215,655 144,692
Costs and estimated earnings in excess of billings on uncompleted contracts. 59,099 24,976
Prepaid taxes............................................................... 19,990 19,948
Other current assets........................................................ 25,081 12,384
---------- ----------
Total current assets.................................................... 615,466 468,543
Property, plant and equipment, net............................................. 1,151,513 574,703
Goodwill, net.................................................................. 242,178 138,673
Intangible and other assets.................................................... 71,729 35,893
Investment in non-consolidated affiliates...................................... 178,328 26,452
---------- ----------
Total assets............................................................ $2,259,214 $1,244,264
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Current maturities of long-term debt........................................ $ 5,553 $ 2,423
Short-term notes payable.................................................... 10,073
Accounts payable, trade..................................................... 119,077 88,651
Accrued liabilities......................................................... 152,435 46,524
Advance billings............................................................ 53,140 32,292
Billings on uncompleted contracts in excess of costs and estimated earnings. 7,152 5,669
---------- ----------
Total current liabilities............................................... 337,357 185,632
Long-term debt................................................................. 312,260 110,935
Other liabilities.............................................................. 130,276 132,895
Deferred income taxes.......................................................... 173,351 103,802
---------- ----------
Total liabilities....................................................... 953,244 533,264
---------- ----------
Commitments and contingencies (Note 16)
Partners' equity:
Partners' capital........................................................... 1,312,527 711,457
Accumulated other comprehensive loss........................................ (6,557) (457)
---------- ----------
Total partners' equity.................................................. 1,305,970 711,000
---------- ----------
Total liabilities and partners' equity............................... $2,259,214 $1,244,264
========== ==========
The accompanying notes are an integral part of these financial statements.
F-17
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
Years Ended December 31,
------------------------------
2001 2000 1999
---------- -------- --------
Restated Restated Restated
(See Notes 19 and 20)
(in thousands)
Revenues and other:
Rentals................................................................ $ 400,776 $253,837 $192,655
Parts, service and used equipment...................................... 244,040 129,366 39,130
Compressor fabrication................................................. 223,519 90,270 52,531
Production and processing equipment fabrication........................ 184,040 79,121 27,255
Equity in income of non-consolidated affiliates........................ 9,350 3,518 1,188
Gain on change in interest in non-consolidated affiliate............... 864
Other.................................................................. 8,972 5,810 5,371
---------- -------- --------
1,070,697 562,786 318,130
---------- -------- --------
Expenses:
Rentals................................................................ 140,998 87,992 64,949
Parts, service and used equipment...................................... 166,837 88,294 26,504
Compressor fabrication................................................. 188,122 76,754 43,663
Production and processing equipment fabrication........................ 147,824 62,684 20,278
Selling, general and administrative.................................... 100,980 54,632 33,782
Depreciation and amortization.......................................... 89,846 52,882 37,337
Leasing expense........................................................ 70,435 45,484 22,090
Interest expense....................................................... 10,447 8,685 8,786
Foreign currency translation........................................... 6,658
Other.................................................................. 17,323
---------- -------- --------
939,470 477,407 257,389
---------- -------- --------
Income before income taxes................................................ 131,227 85,379 60,741
Provision for income taxes................................................ 49,858 31,740 22,109
---------- -------- --------
Net income before cumulative effect of accounting change.................. 81,369 53,639 38,632
Cumulative effect of accounting change for derivative instruments, net
of tax............................................................... (164)
---------- -------- --------
Net income................................................................ 81,205 53,639 38,632
Other comprehensive (loss) income, net of tax:
Change in fair value of derivative financial instruments............... (6,073)
Foreign currency translation adjustment................................ (27) (146) (463)
---------- -------- --------
Comprehensive income...................................................... $ 75,105 $ 53,493 $ 38,169
========== ======== ========
The accompanying notes are an integral part of these financial statements.
F-18
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CASH FLOWS
Years Ended December 31,
-------------------------------
2001 2000 1999
--------- --------- ---------
Restated Restated Restated
(See Notes 19 and 20)
(in thousands)
Cash flows from operating activities:
Net income............................................................ $ 81,205 $ 53,639 $ 38,632
Adjustments:
Depreciation and amortization....................................... 89,846 52,882 37,337
Amortization of debt issuance costs and debt discount............... 711 934 884
Bad debt expense.................................................... 4,860 3,198 1,475
Gain on sale of property, plant and equipment....................... (4,208) (10,421) (3,951)
Equity in income of non-consolidated affiliates..................... (8,634) (3,518) (1,188)
Loss (gain) on non-consolidated affiliates.......................... 4,629 (864)
Loss on derivative instruments...................................... 7,849
Deferred income taxes............................................... 37,595 30,276 10,360
Changes in assets and liabilities, excluding business combinations:.
Accounts receivable and notes..................................... (17,212) (90,749) (18,884)
Inventory......................................................... (45,633) (36,869) (2,473)
Costs and estimated earnings versus billings on uncompleted
contracts....................................................... (32,640) (7,964) 3,293
Accounts payable and other liabilities............................ 18,676 44,356 11,691
Advance billings.................................................. 20,848 (4,031) 3,634
Other............................................................. 5,831 7,349 (1,711)
--------- --------- ---------
Net cash provided by operating activities....................... 163,723 38,218 79,099
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures.................................................. (660,085) (274,823) (282,940)
Payments for deferred lease transaction costs......................... (18,177) (4,547)
Proceeds from sale of property, plant and equipment................... 590,763 410,915 219,649
Proceeds from sale of investment in non-consolidated subsidiary....... 3,143
Cash used for business acquisitions, net.............................. (386,056) (194,955) (35,311)
Cash returned from unconsolidated subsidiary.......................... 8,000
Cash used to acquire investments in unconsolidated subsidiaries....... (11,865) (4,071) (4,900)
--------- --------- ---------
Net cash used in investing activities........................... (482,277) (67,481) (95,502)
--------- --------- ---------
Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility.............. 54,500 40,400 (64,400)
Payments for debt issue costs......................................... (3,390)
Partners' contribution, net........................................... 260,780 56,412 83,486
Repayment of long-term debt and short-term notes...................... (15,580) (27,695) (8,357)
--------- --------- ---------
Net cash provided by financing activities....................... 296,310 69,117 10,729
--------- --------- ---------
Effect of exchange rate changes on cash and equivalents................ (49) (126) (73)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents................... (22,293) 39,728 (5,747)
Cash and cash equivalents at beginning of year......................... 45,484 5,756 11,503
--------- --------- ---------
Cash and cash equivalents at end of year............................... $ 23,191 $ 45,484 $ 5,756
========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-19
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CASH FLOWS
Years Ended December 31,
---------------------------------
2001 2000 1999
--------- -------------- --------
Restated Restated Restated
(in thousands)
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized amounts.............................. $ 4,049 $ 8,874 $ 7,897
========= ========= =======
Income taxes paid...................................................... $ 1,723 $ 1,639 $12,065
========= ========= =======
Supplemental disclosure of noncash transactions:
Debt issued for property, plant and equipment.......................... $ 12,922
=========
Assets (received) sold in exchange for note receivable................. $ (1,601) $ 2,783 $ 3,538
========= ========= =======
Notes receivable received for partner's non-cash capital contributions. $ 1,069 $ 731
========= =======
Acquisitions of businesses:
Property, plant and equipment acquired................................. $ 606,271 $ 202,893 $39,105
========= ========= =======
Other assets acquired, net of cash acquired............................ $ 87,865 $ 93,116 $ 2,784
========= ========= =======
Investments in non-consolidated affiliates............................. $ 140,081
=========
Goodwill............................................................... $ 115,131 $ 113,962 $ 6,927
========= ========= =======
Liabilities assumed.................................................... $(118,388) $ (66,113) $(1,578)
========= ========= =======
Debt issued............................................................ $(155,462)
=========
Deferred taxes......................................................... $ (35,212) $ (9,029) $(8,627)
========= ========= =======
Partners' non-cash capital contributions............................... $(254,230) $(139,874) $(3,300)
========= ========= =======
The accompanying notes are an integral part of these financial statements.
F-20
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
Years Ended December 31, 2001, 2000 and 1999
Accumulated
other
Partners' comprehensive
capital income (loss)
---------- -------------
(in thousands)
Balance at December 31, 1998....................................... $ 325,464 $ 152
Partners' contributions, net....................................... 87,471
Foreign currency translation adjustment............................ (463)
Income tax benefit from stock options exercised.................... 1,176
Net income......................................................... 38,632
---------- -------
Balance at December 31, 1999 (Restated See Note 20)................ 452,743 (311)
Partners' contributions, net....................................... 196,262
Foreign currency translation adjustment............................ (146)
Income tax benefit from stock options exercised.................... 8,813
Net income......................................................... 53,639
---------- -------
Balance at December 31, 2000 (Restated See Notes 19 and 20)........ 711,457 (457)
Partners' contributions, net....................................... 518,247
Foreign currency translation adjustment............................ (27)
Change in fair value of derivative financial instrument, net of tax (6,073)
Income tax benefit from stock options exercised.................... 1,618
Net income......................................................... 81,205
---------- -------
Balance at December 31, 2001 (Restated See Note 20)................ $1,312,527 $(6,557)
========== =======
The accompanying notes are an integral part of these financial statements.
F-21
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
1. The Company, Business and Significant Accounting Policies
Hanover Compression Limited Partnership ("HCLP" or the "Company") is a
Delaware limited partnership and an indirect wholly-owned subsidiary of Hanover
Compressor Company ("Hanover"). HCLP was formed on December 7, 2000 by the
filing of a certificate of limited partnership with the Secretary of State of
the State of Delaware. HCLP operates under a limited partnership agreement
between Hanover Compression General Holdings, LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of Hanover, as general partner
(the "general partner"), and HCL Holdings, LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of Hanover, as limited partner
(the "limited partner"). The general partner has exclusive control over the
business of HCLP and holds 1% of HCLP's partnership interests. The limited
partner has no right to participate in or vote on the business of HCLP and
holds 99% of HCLP's partnership interests. Prior to December 7, 2000, the
Company operated under various legal forms. These financial statements reflect
HCLP's historical operations in its current legal form.
HCLP and its subsidiaries are a leading provider of a broad array of natural
gas compression, gas handling and related services in the United States and
international markets. HCLP provides compressor fabrication and oil and gas
production equipment fabrication operations in addition to gas processing, gas
treatment, gas measurement and power generation services to complement its
compression services.
Principles of Consolidation
The accompanying consolidated financial statements include HCLP and its
wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. Investments in affiliated
entities in which the Company owns more than a 20% interest and does not have a
controlling interest are accounted for using the equity method.
Use of Estimates in the Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets, liabilities, revenues
and expenses, as well as the disclosures of contingent assets and liabilities.
Because of the inherent uncertainties in this process, actual future results
could differ from those expected at the reporting date. Management believes
that the estimates are reasonable.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Revenue Recognition
Revenue from equipment rentals is recorded when earned over the period of
rental and maintenance contracts which generally range from one month to five
years. Parts, service and used equipment revenue is recorded as products are
delivered and title is transferred or services are performed for the customer.
Compressor, production and processing equipment fabrication revenue is
recognized using the percentage-of-completion method. The Company estimates
percentage-of-completion for compressor and processing
F-22
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
equipment fabrication on a direct labor hour-to-total labor hour basis.
Production equipment fabrication percentage-of-completion is estimated using
the cost-to-total cost basis. The average duration of these projects is
typically between four to six months.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations
of credit risk consist of cash and cash equivalents, accounts receivable,
advances to non-consolidated affiliates and notes receivable. The Company
believes that the credit risk in temporary cash investments that the Company
has with financial institutions is minimal. Trade accounts receivable are due
from companies of varying size engaged principally in oil and gas activities
throughout the world. The Company reviews the financial condition of customers
prior to extending credit and generally does not obtain collateral for trade
receivables. Payment terms are on a short-term basis and in accordance with
industry standards. The Company considers this credit risk to be limited due to
these companies' financial resources, the nature of the services it provides
them and the terms of its rental contracts. Trade accounts receivable is
recorded net of estimated doubtful accounts of approximately $6,300,000 and
$2,659,000 at December 31, 2001 and 2000, respectively.
Inventory
Inventory consists of parts used for fabrication or maintenance of natural
gas compression equipment and facilities, processing and production equipment,
and also includes compression units and production equipment that are held for
sale. Inventory is stated at the lower of cost or market using the average-cost
method
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and are depreciated using
the straight-line method over their estimated useful lives as follows:
Compression equipment and facilities.... 4 to 30 years
Buildings............................... 30 years
Transportation, shop equipment and other 3 to 12 years
Major improvements that extend the useful life of an asset are capitalized.
Repairs and maintenance are expensed as incurred. When property, plant and
equipment is sold, retired or otherwise disposed of, the cost, net of
accumulated depreciation is recorded in parts, service and used equipment
expenses. Sales proceeds are recorded in parts, service and used equipment
revenues. Interest is capitalized in connection with the compression equipment
and facilities that are constructed for the Company's use in its rental
operations until such equipment is complete. The capitalized interest is
recorded as part of the assets to which it relates and is amortized over the
asset's estimated useful life.
Prior to July 1, 2001, compression equipment in the rental fleet was
depreciated using the straight-line method over an estimated useful life of 15
years. After a review of the useful lives of its compression fleet, effective
July 1, 2001, the Company changed its estimate of the useful life of certain
compression equipment to range from 15 to 30 years instead of a 15 year life.
The Company's new estimated lives are based upon our experience, maintenance
program and the different types of compressors presently in the Company's
rental fleet, rather than a uniform estimated life applied to all compressors
regardless of type or age, and more accurately
F-23
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
reflects the economic lives of the compressors. The effect of this change in
estimate on the year ended December 31, 2001 was a decrease in depreciation
expense of approximately $5,000,000 and an increase in net income of
approximately $3,100,000. The Company anticipates this change in estimated
useful life will reduce future depreciation expense, based on the Company's
depreciable assets at December 31, 2001, by approximately $16,000,000 per year.
Long-Lived Assets
The Company reviews for the impairment of long-lived assets, including
property, plant and equipment, goodwill, intangibles and investments in
non-consolidated affiliates whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. An
impairment loss exists when estimated undiscounted cash flows expected to
result from the use of the asset and its eventual disposition are less than its
carrying amount. The impairment loss recognized represents the excess of the
assets carrying value as compared to its estimated fair market value.
Goodwill
The excess of cost over net assets of acquired businesses is recorded as
goodwill and amortized on a straight-line basis over 15 or 20 years commencing
on the dates of the respective acquisitions except for goodwill related to
business acquisitions after June 30, 2001 (see Note 18). Accumulated
amortization was $20,528,000 and $8,902,000 at December 31, 2001 and 2000,
respectively. Amortization of goodwill totaled $11,626,000, $5,080,000 and
$2,048,000 in 2001, 2000 and 1999, respectively.
Sale and Leaseback Transactions
The Company from time to time enters into sale and leaseback transactions of
compression equipment with special purpose entities. Sale and leaseback
transactions of compression equipment are evaluated for lease classification in
accordance with Statement of Financial Accounting Standards No. 13 "Accounting
for Leases." The special purpose entities are not consolidated by the Company
when the owners of the special purposes entities have made a substantial
residual equity investment of at least three percent that is at risk during the
entire term of the lease.
Stock-Based Compensation
In accordance with Statement of Financial Accounting Standards No. 123
("SFAS 123") "Accounting for Stock-Based Compensation," the Company measures
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed in APB Opinion No. 25 (APB 25), "Accounting
for Stock Issued to Employees," and has provided, in Note 13, pro forma
disclosures of the effect on net income as if the fair value-based method
prescribed by FAS 123 had been applied in measuring compensation expense.
Income Taxes
The Company's operating results have historically been included in Hanover's
consolidated U.S. and state income tax returns. The provision for income taxes
reflected in the Company's consolidated financial statements has been
determined on a separate return basis. The Company accounts for income taxes
using an asset and liability approach that requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
In
F-24
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
estimating future tax consequences, all expected future events are considered
other than enactments that would change the tax law or rates. A valuation
allowance is recognized for deferred tax assets if it is more likely than not
that some or all of the deferred tax asset will not be realized.
Foreign Currency Translation
The financial statements of subsidiaries outside the U.S., except those
located in Latin America and highly inflationary economies, are measured using
the local currency as the functional currency. Assets and liabilities of these
subsidiaries are translated at the rates of exchange at the balance sheet date.
Income and expense items are translated at average monthly rates of exchange.
The resulting gains and losses from the translation of accounts are included in
accumulated other comprehensive income. For subsidiaries located in Latin
America and highly inflationary economies, translation gains and losses are
included in net income.
Comprehensive Income
Components of comprehensive income are net income and all changes in equity
during a period except those resulting from transactions with owners.
Accumulated other comprehensive income consists of the foreign currency
translation adjustment and changes in the fair value of derivative financial
instruments net of tax.
Financial Instruments
The Company utilizes derivative financial instruments to minimize the risks
and/or costs associated with financial and global operating activities by
managing its exposure to interest rate fluctuation on a portion of its leasing
obligations. The Company does not utilize derivative financial instruments for
trading or other speculative purposes. The cash flow from hedges is classified
in the Consolidated Statements of Cash Flows under the same category as the
cash flows from the underlying assets, liabilities or anticipated transactions.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by SFAS
137 and SFAS 138, requires that, upon adoption, all derivative instruments
(including certain derivative instruments embedded in other contracts) be
recognized in the balance sheet at fair value, and that changes in such fair
values be recognized in earnings unless specific hedging criteria are met.
Changes in the values of derivatives that meet these hedging criteria will
ultimately offset related earnings effects of the hedged item pending
recognition in earnings. The Company adopted SFAS 133 beginning January 1, 2001.
Reclassifications
Certain amounts in the prior years' financial statements have been
reclassified to conform to the 2001 financial statement classification. These
reclassifications have no impact on net income.
2. Business Combinations
Acquisitions were accounted for under the purchase method of accounting.
Results of operations of companies acquired are included from the date of
acquisition. The Company allocates the cost of the acquired business to the
assets acquired and the liabilities assumed based upon fair value estimates
thereof. These estimates are revised during the allocation period as necessary
when information regarding contingencies becomes available to redefine and
requantify assets acquired and liabilities assumed. The allocation period
varies for each acquisition but does not exceed one year. To the extent
contingencies are resolved or settled during the
F-25
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
allocation period, such items are included in the revised purchase price
allocation. After the allocation period, the effect of changes in such
contingencies is included in results of operations in the periods the
adjustments are determined.
Year Ended December 31, 2001
In August 2001, the Company acquired 100% of the issued and outstanding
shares of the Production Operators Corporation's natural gas compression
business, ownership interests in certain joint venture projects in South
America, and related assets ("POI") from Schlumberger for $761,000,000 in cash,
Hanover common stock and indebtedness, subject to certain post-closing
adjustments pursuant to the purchase agreement (the "POI Acquisition") which
have resulted in an increase in the purchase price to approximately
$771,000,000 due to an increase in net assets acquired. Under the terms of the
definitive agreement, Schlumberger received approximately $270,000,000 in cash
(excluding the amounts paid for the increase in net assets), $150,000,000 in a
long-term subordinated note and approximately 8,708,000 Hanover common shares,
or approximately 11% of the outstanding shares, of Hanover common stock which
are required to be held by Schlumberger for at least three years following the
closing date. The ultimate number of shares issued under the purchase agreement
was determined based on the nominal value of $283,000,000 divided by the 30 day
average closing price of Hanover common stock as defined under the agreement
and subject to a collar of $41.50 and $32.50. The estimated fair value of the
stock issued was $212,468,000, based on the market value of the shares at the
time the number of shares issued was determined reduced by an estimated 20%
discount due to the restrictions on the stock's marketability. Additionally,
under the terms of the agreement, the Company is required to pay up to
$58,000,000 upon the occurrence of certain events (see Note 15) relating to one
of the joint ventures a minority interest of which was acquired by HCLP in the
transaction. The purchase price was a negotiated amount between the Company and
Schlumberger and the Company expects the acquisition to be accretive to
earnings in future periods. The Company believes the purchase price represents
the fair market value of the POI business based on its assets, customer base,
reputation, market position (domestic and international) and potential for long
term growth. The Company incurred approximately $14,975,000 in expenses in
connection with the acquisition. The POI Acquisition was accounted for as a
purchase and is included in our financial statements commencing on September 1,
2001.
As of December 31, 2001 the Company has recorded approximately $67,476,000
in goodwill, of which none will be deductible for tax purposes, related to the
POI acquisition which will not be amortized in accordance with the transition
provisions of SFAS 142 (See Note 18). In addition, as of December 31, 2001, the
Company recorded $8,210,000 in estimated value of identifiable intangible
assets which will be amortized over a 24 month weighted average life. The
purchase price is subject to a contingent payment by HCLP to Schlumberger based
on the realization of certain tax benefits by the Company over the next 15
years.
In June 2001, the Company acquired the assets of J&R International for
approximately $3,700,000 in cash and 17,598 shares of Hanover's common stock
valued at $654,000.
In April 2001, the Company acquired certain assets of Power Machinery, Inc.
for approximately $2,569,000 in cash and 108,625 shares of Hanover's common
stock valued at approximately $3,853,000.
In March 2001, the Company purchased OEC Compression Corporation ("OEC") in
an all-stock transaction for approximately $101,849,000, including the
assumption and payment of approximately $64,594,000 of OEC
F-26
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
indebtedness. The Company paid an aggregate of approximately 1,145,706 shares
of Hanover common stock to stockholders of OEC. The acquisition was accounted
for under the purchase method of accounting and is included in our financial
statements commencing in April 2001.
The following table summarizes the estimated values of the assets acquired
and liabilities assumed as of the acquisition dates for the OEC and POI
acquisitions (in thousands):
OEC POI
March August
2001 2001
-------- --------
Current assets............................ $ 4,451 $ 80,091
Property, plant and equipment............. 114,841 487,880
Intangible assets......................... 8,210
Goodwill.................................. 67,476
Investments in non-consolidated affiliates 140,081
-------- --------
Total assets acquired..................... 119,292 783,738
Current liabilities....................... (3,114) (47,667)
Other liabilities......................... (15,531) (20,978)
Long term debt............................ (62,057)
-------- --------
Total liabilities assumed................. (80,702) (68,645)
-------- --------
Net assets acquired....................... $ 38,590 $715,093
======== ========
During the year ended December 31, 2001, the Company completed other
acquisitions which were not significant either individually or in the aggregate.
Year Ended December 31, 2000
In October 2000, the Company purchased the common stock of Servicios TIPSA
S.A. for approximately $7,750,000 in cash and a $7,750,000 note payable. The
note payable was repaid in January 2001.
In September 2000, the Company purchased the Dresser-Rand Company's
compression services division ("DR") for $177,000,000 including approximately
$1,200,000 of acquisition costs. Under the terms of the agreement, $95,000,000
of the purchase price was paid in cash with the balance being paid through the
issuance to Ingersoll-Rand of 2,919,681 shares of Hanover's newly issued
restricted common stock. The estimated value of the stock issued was
approximately $80,539,000, based upon quoted market price for Hanover's common
stock reduced by a discount due to the restriction on the stock's
marketability. The purchase price is subject to certain post-closing
adjustments pursuant to the acquisition agreement which have resulted in
approximately a $21,400,000 increase in the purchase price due to increases in
the net assets acquired. In connection with the acquisition, the Company has
agreed to purchase under normal business terms $25,000,000 worth of products,
goods and services from Dresser-Rand Company over a three-year period beginning
December 2001.
In September 2000, the Company acquired the common stock of Gulf Coast
Dismantling, Inc. for approximately $2,947,000 in cash and 9,512 shares of
Hanover's treasury stock valued at $300,000.
In July 2000, the Company completed its acquisition of PAMCO Services
International's natural gas compressor assets for approximately $45,210,000 in
cash and a $12,922,000 note payable due on April 10, 2001.
F-27
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
The note is payable periodically as idle horsepower is contracted.
Approximately $10,599,000 of the note payable was repaid in 2000. In connection
with the acquisition, the Company agreed to purchase under normal business
terms specified levels of equipment over a three-year period beginning October
2000.
In June 2000, the Company purchased common stock of Applied Process
Solutions, Inc. ("APSI") for 2,303,294 shares of Hanover's common stock and
assumption of $16,030,000 of APSI's outstanding debt. The estimated value of
the stock issued was approximately $54,816,000, based upon quoted market price
for Hanover's common stock reduced by a discount due to the restriction on the
stock's marketability. The assumed debt has been repaid.
In July 2000, the Company purchased the assets of Rino Equipment, Inc. and
K&K Compression, Ltd. for approximately $15,679,000 in cash and 54,810 shares
of Hanover's treasury stock valued at $2,000,000.
In July 2000, the Company purchased the common stock of Compression
Components Corporation for approximately $7,972,000 in cash and 27,405 shares
of Hanover's treasury stock valued at $1,000,000.
In March 2000, the Company purchased the common stock of Southern
Maintenance Services, Inc. for approximately $1,500,000 in cash, 46,512 shares
of Hanover's common stock valued at $1,000,000 and $1,000,000 in notes payable
that mature on March 1, 2003.
Year Ended December 31, 1999
In August 1999, the Company purchased the stock of Victoria Compression
Services, Inc., Contract Engineering and Operating, Inc. and Unit Partners,
Inc. for approximately $16,786,000 in cash, 183,700 shares of Hanover's
treasury stock valued at $3,300,000 and notes payable of approximately $452,000.
In July 1999, the Company purchased preferred stock and a purchase option
for the common stock of CDI Holdings, Inc. and its subsidiary Compressor
Dynamics, Inc. ("CDI"). In August 1999, the Company exercised its option to
purchase CDI. The total cost for CDI was approximately $18,525,000 in cash.
Pro Forma Information
The pro forma information set forth below assumes the POI, OEC, APSI and DR
acquisitions are accounted for had the purchases occurred at the beginning of
2000. The remaining acquisitions were not considered material for pro forma
purposes. The pro forma information is presented for informational purposes
only and is not necessarily indicative of the results of operations that
actually would have been achieved had the acquisitions been consummated at that
time (in thousands):
Years Ended December 31,
-----------------------
2001 2000
----------- -----------
Restated Restated
(unaudited) (unaudited)
Revenue... $1,180,090 $828,696
Net income 80,636 48,941
F-28
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
3. Inventory
Inventory consisted of the following amounts (in thousands):
December 31,
-----------------
2001 2000
-------- --------
Restated Restated
Parts and supplies $146,877 $ 92,558
Work in progress.. 46,091 47,193
Finished goods.... 22,687 4,941
-------- --------
$215,655 $144,692
======== ========
4. Compressor and Production Equipment Fabrication Contracts
Costs, estimated earnings and billings on uncompleted contracts consisted of
the following (in thousands):
December 31,
-------------------
2001 2000
--------- --------
Costs incurred on uncompleted contracts $ 129,952 $ 58,302
Estimated earnings..................... 25,654 8,414
--------- --------
155,606 66,716
Less--billings to date................. (103,659) (47,409)
--------- --------
$ 51,947 $ 19,307
========= ========
Presented in the accompanying financial statements as follows (in thousands):
December 31,
------------------
2001 2000
-------- --------
Costs and estimated earnings in excess of billings on uncompleted contracts $ 59,099 $ 24,976
Billings on uncompleted contracts in excess of costs and estimated earnings (7,152) (5,669)
-------- --------
$ 51,947 $ 19,307
======== ========
5. Property, plant and equipment
Property, plant and equipment consisted of the following (in thousands):
December 31,
--------------------
2001 2000
---------- --------
Restated Restated
Compression equipment, facilities and other rental assets $1,171,282 $577,435
Land and buildings....................................... 55,570 35,233
Transportation and shop equipment........................ 61,848 44,202
Other.................................................... 23,848 15,279
---------- --------
1,312,548 672,149
Accumulated depreciation................................. (161,035) (97,446)
---------- --------
$1,151,513 $574,703
========== ========
F-29
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Depreciation expense was $73,821,000, $46,211,000, and $34,696,000 in 2001,
2000 and 1999, respectively. Assets under construction of $98,538,000 and
$66,203,000 are included in compression equipment, facilities and other rental
assets at December 31, 2001 and 2000, respectively. The Company capitalized
$2,899,000, $1,823,000 and $1,533,000 of interest related to construction in
process during 2001, 2000, and 1999, respectively.
In August 2001, the Company exercised its purchase option under the 1998
operating lease (see Note 10) for $200,000,000. The depreciable basis of the
compressors purchased has been reduced by the deferred gain of approximately
$41,993,000 which was recorded at inception of the lease and previously
included as an other liability on the Company's balance sheet.
6. Intangible and Other Assets
Intangible and other assets consisted of the following (in thousands):
December 31,
----------------
2001 2000
-------- --------
Restated Restated
Deferred debt issuance and leasing transactions costs $32,133 $12,536
Notes receivable..................................... 27,738 16,506
Other................................................ 20,829 12,150
------- -------
80,700 41,192
Accumulated amortization............................. (8,971) (5,299)
------- -------
$71,729 $35,893
======= =======
Amortization of intangible and other assets totaled $4,399,000, $1,591,000
and $593,000 in 2001, 2000 and 1999, respectively, exclusive of amortization of
debt issuance costs.
Certain notes receivable result from an agreement entered into in 2001 to
advance funds to a third party in connection with various power generation
development projects. Under the agreement, the Company agreed to advance
working capital of up to $12,500,000. At December 31, 2001, $7,500,000 was
funded under the agreement. The notes bear interest at the prime lending rate
that ranged from 5.5% to 8%, are secured by equipment and mature on April 30,
2002. The notes may be repaid in cash or by exchanging each note with an
identical promissory note collateralized by equipment and payable from the net
operating revenue of a related power generation project.
The remaining notes receivable result primarily from customers for sales of
equipment or advances to other parties in the ordinary course of business. The
notes vary in length, bear interest at rates ranging from prime to 15% and are
collateralized by equipment.
See Note 15 for related party notes receivable.
7. Investments in Non-Consolidated Affiliates
Investments in affiliates that are not controlled by the Company but where
the Company has the ability to exercise significant influence over the
operations are accounted for using the equity method. The Company's
F-30
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
share of net income or losses of these affiliates is reflected in the
Consolidated Statements of Income as Equity in income of non-consolidated
affiliates. The Company's primary equity method investments are comprised of
entities that own, fabricate, operate, service and maintain compression and
other related facilities. These entities maintain independent capital
structures and have financed their operations on a limited or no recourse basis
to the Company. The Company's equity method investments totaled approximately
$169,222,000 and $19,627,000 at December 31, 2001 and 2000, respectively.
The most significant investments are the joint ventures (Pigap II, El
Furrial and Simco) acquired in connection with the POI acquisition completed in
August 2001. At December 31, 2001, these ventures account for approximately
$152,443,000 of the equity investments and generated equity in earnings for
2001 of approximately $8,053,000. At December 31, 2001, the Company's
investment in these joint ventures exceeded its equity in underlying assets by
approximately $6,700,000.
The Company's ownership interest and location of each equity investee is as
follows:
Ownership
Interest Location Type of Business
--------- ------------- ----------------------------
Wilpro--Pigap II....................... 30.0% Venezuela Gas Compression Plant
Wilpro--El Furrial..................... 33.3% Venezuela Gas Compression Plant
Simco Consortium....................... 35.5% Venezuela Gas Compression Plant
Hanover Measurement Services Company LP 49.8% United States Monitoring Services
Servi Compressores, CA................. 50.0% Venezuela Compression Service Provider
Collicutt Mechanical Services Ltd...... 24.1% Canada Compression Service Provider
Belleli Energy Srl..................... 20.2% Italy Fabricator
Summarized balance sheet information for investees accounted for by the
equity method follows (on a 100% basis, in thousands):
December 31,
----------------
2001 2000
-------- -------
Current assets..... $330,542 $67,785
Non-current assets. 620,951 89,798
Current liabilities 113,255 44,073
Debt payable....... 620,884 48,129
Owners equity...... 217,354 65,381
Summarized earnings information for these entities for the years ended
December 31, 2001, 2000 and 1999 follows (on a 100% basis, in thousands):
Years ended December 31,
------------------------
2001(1) 2000 1999
-------- ------- -------
Revenues........ $201,581 $86,059 $60,364
Operating income 46,097 17,290 9,566
Pretax income... 25,417 10,500 5,924
- --------
(1) Amounts for the joint ventures acquired in connection with the POI business
acquisition are included from September 1, 2001.
F-31
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
The financial data for 2000 and 1999 includes the Company's 20% interest in
Meter Acquisition Company LP and its 60% interest in Hanover/Enron Venezuela
Ltd. The Company sold Meter Acquisition Company LP in 2001 for cash of
approximately $3,143,000. The Company purchased the remaining 40% interest in
Hanover/Enron Venezuela Ltd. during 2001 for $3,050,000.
In January 2001, the Company entered into a facilitation agreement with
Belleli Energy SRL ("Belleli"), a fabrication company based in Italy. In
connection with the agreement, the Company agreed to provide Belleli with
project financing including necessary guarantees, bonding capacity and other
collateral on an individual project basis. Under the agreement, Belleli must
present each project to the Company which must be approved at the Company's
sole discretion. The Company received $1,723,000 from Belleli in 2001 for its
services under the facilitation agreement, and as of December 31, 2001, no
amounts were outstanding under the facilitation agreement. Under a separate
agreement with Belleli, the Company has issued letters of credit on Belleli's
behalf totaling approximately $11,100,000 at December 31, 2001.
During 2000, Collicutt Mechanical Services sold additional shares that
reduced the Company's ownership percentage to approximately 24%, accordingly, a
change in interest gain of $864,000 was recorded in the statement of income.
In the normal course of business, HCLP engages in purchase and sale
transactions with Collicut Mechanical Services, which is owned 24% by HCLP.
During the period ended December 31, 2001, HCLP had sales to this related party
of $2,579,000; and purchases of $19,197,000. At December 31, 2001, HCLP had a
net payable to this related party of $1,691,000.
In the normal course of business, HCLP engages in purchase and sale
transactions with Servi- Compressor, which is owned 50% by HCLP. During the
period ended December 31, 2001, HCLP had sales to this related party of
$849,000; and purchases of $1,859,000. At December 31, 2001, HCLP had a net
receivable from this related party of $464,000.
The Company also holds interests in companies in which it does not exercise
significant influence over the operations. These investments are accounted for
using the cost method. Cost method investments totaled approximately $9,106,000
and $6,825,000 at December 31, 2001 and 2000, respectively.
In May 2000, the Company acquired common stock of Aurion Technologies, Inc.
("Aurion"), a technology company formed to develop remote monitoring and data
collection services for the compression industry, for $2,511,000 in cash. In
2001, the Company purchased additional shares for approximately $1,250,000,
advanced $2,700,000 to Aurion and had an accounts receivable of $1,103,000.
Aurion filed for bankruptcy protection in March 2002, and accordingly, the
Company recorded other expense of approximately $5,013,000 at December 31, 2001
to impair its investment and the unrecoverable amount of the advances.
F-32
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
8. Accrued Liabilities
Accrued liabilities are comprised of the following (in thousands):
December 31,
----------------
2001 2000
-------- -------
Accrued salaries, bonuses and other employee benefits $ 14,843 $ 6,356
Accrued income and other taxes....................... 15,536 2,812
Accrued leasing expense.............................. 21,990 3,389
Additional purchase price for DR (Note 2)............ 1,798 16,562
Additional purchase price for POI (Note 2)........... 58,000
Accrued other........................................ 40,268 17,405
-------- -------
$152,435 $46,524
======== =======
9. Long-Term Debt
Long-term debt consisted of the following (in thousands):
December 31,
------------------
2001 2000
-------- --------
Bank credit facility.................................................................. $157,000 $102,500
Schlumberger note, interest at 8.5%................................................... 150,000
Real estate mortgage, interest at 7.5%, collateralized by certain land and buildings,
payable through 2002................................................................ 3,583 4,000
Other, interest at various rates, collateralized by equipment and other assets, net of
unamortized discount................................................................ 7,230 6,858
-------- --------
317,813 113,358
Less--current maturities.............................................................. (5,553) (2,423)
-------- --------
$312,260 $110,935
======== ========
The Company's primary credit facility as amended and restated provides for a
$350,000,000 revolving credit facility that matures on November 30, 2004.
Advances bear interest at the bank's prime or a negotiated rate (3.9% and 7.5%
at December 31, 2001 and 2000, respectively). A commitment fee of 0.35% per
annum on the average available commitment is payable quarterly. The credit
facility contains certain financial covenants and limitations on, among other
things, indebtedness, liens, leases and sales of assets. The credit facility
also limits the payment of cash dividends on Hanover's common stock to 25% of
net income for the respective period. The credit facility was amended in
December 2001. The credit facility was increased from $200,000,000 and the term
was extended for three years to mature November 2004. The Company paid fees of
approximately $3,390,000 related to this amendment.
As a result of the restatement of its consolidated financial statements (for
the period ended December 31, 2000 and for the nine months ended September 30,
2001) and other compliance provisions, the Company was not
F-33
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
in compliance with certain covenants of its bank credit facility and lease
agreements. The Company has obtained waivers and amendments and is now in
compliance.
In connection with the POI Acquisition on August 31, 2001, the Company
issued a $150,000,000 subordinated acquisition note to Schlumberger, which
matures December 15, 2005. Interest on the subordinated acquisition note
accrues and is payable-in-kind at the rate of 8.5% annually for the first six
months after issuance and periodically increases in increments of 1% to 2% per
annum to a maximum interest rate 42 months after issuance of 15.5%. In the
event of an event of default under the subordinated acquisition note, interest
will accrue at a rate of 2% above the then applicable rate. The subordinated
acquisition note is subordinated to all of the Company's indebtedness other
than indebtedness to fund future acquisitions. In the event that the Company
completes an offering of equity securities, the Company is required to apply
the proceeds of the offering to repay amounts outstanding under the
subordinated acquisition note as long as no default exists or would exist under
our other indebtedness as a result of such payment.
Approximately $11,191,000 of subordinated promissory notes were owed to
related parties and were repaid on December 31, 2000. The Company incurred
interest to these parties of $784,000 during 2000 and 1999.
Maturities of long-term debt at December 31, 2001 are (in thousands):
2002--$5,553; 2003--$1,382; 2004 $158,037; 2005--$150,871; 2006--$656; and
$1,314 thereafter.
10. Leasing Transactions
In August 2001 and in connection with the POI Acquisition, the Company
completed two sale and leaseback transactions involving certain compression
equipment. Concurrent with the transactions, the Company exercised its purchase
option under its 1998 operating lease for $200,000,000. In the first
transaction, the Company received $309,300,000 proceeds from the sale of
compression equipment to an independent special purpose entity. In the second
transaction, the Company received $257,750,000 for the sale of additional
compression equipment to an independent special purpose entity. Both
transactions are recorded as a sale and leaseback of the equipment and are
recorded as operating leases. Under the first transaction, the equipment was
sold and leased back by the Company for a seven year period and will continue
to be deployed by the Company under its normal operating procedures. The
agreement calls for semi-annual rental payments of approximately $12,750,000 in
addition to quarterly rental payments of approximately $228,000. Under the
second transaction, the equipment was sold and leased back by the Company for a
10 year period and will continue to be deployed by the Company under its normal
operating procedures. The agreement calls for semi-annual rental payments of
approximately $10,938,000 in addition to quarterly rental payments of
approximately $198,000. The Company has options to repurchase the equipment
under certain conditions as defined by the lease agreement. The Company
incurred transaction costs of approximately $17,900,000 related to the
transactions. These costs are included in intangible and other assets and are
being amortized over the respective lease terms.
In October 2000, the Company completed a $172,589,000 sale and leaseback of
certain compression equipment with an independent special purpose entity. In
March 2000, the Company entered into a separate $200,000,000 sale and leaseback
of certain compression equipment with an independent special purpose entity.
Under the March agreement, the Company received $100,000,000 proceeds from the
sale of compression equipment at closing and in August 2000, the Company
completed the second half of the equipment lease and received an additional
$100,000,000 for the sale of additional compression equipment. In June 1999 and
in July 1998 the Company completed two other separate $200,000,000 sale and
leaseback transactions of certain compression equipment with an independent
special purpose entity. Under the 2000 and 1999 lease agreements, the equipment
was sold and leased back by the Company for a five year period and will be
deployed by the Company under its normal operating procedures. At any time, the
Company has options to repurchase the
F-34
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
equipment under the 2000 and 1999 leases under certain conditions as defined by
the lease agreement. The 2000 and 1999 lease agreements call for variable
quarterly payments that fluctuate with the London Interbank Offering Rate. The
Company incurred an aggregate of approximately $8,100,000 in transactions costs
for the leases entered into in 2000 and 1999, which are included in intangible
and other assets on the balance sheet and are being amortized over the
respective lease terms of the respective transactions.
The following table summarizes the proceeds, net book value of equipment
sold, deferred gain on equipment sale, the residual guarantee and the lease
termination date for equipment leases (in thousands of dollars):
Residual
Sale Net Book Deferred Value Lease Termination
Proceeds Value Gain Guarantee Date
Lease -------- -------- -------- --------- -----------------
June 1999............ $200,000 $166,356 $33,644 $166,000 June 2004
March and August 2000 200,000 166,922 33,078 166,000 March 2005
October 2000......... 172,589 155,692 16,897 142,299 October 2005
August 2001.......... 309,300 306,034 3,266 232,000 September 2008
August 2001.......... 257,750 235,877 21,873 175,000 September 2011
All transactions are recorded as a sale and leaseback of the equipment and
the leases are treated as operating leases. The Company issued guarantees under
the lease agreements that are due upon termination of the leases and which may
be satisfied by a cash payment or the exercise of our equipment purchase
options under the terms of the lease agreements. The residual value guarantees
and other lease terms, which are based on negotiation between HCLP and third
party lessors, were supported by equipment appraisals and analysis. The Company
believes that the market value of the equipment at the end of the lease will
exceed the guaranteed residual values due to our predictive and preventive
maintenance programs, routine overhaul practices and the expected demand for
compression equipment in the future. The Company reviews the value of the
equipment whenever events or circumstances indicate that a decrease in market
value may have occurred as a result of foreseeable obsolescence or a decrease
in market demand. If the fair value of the equipment was less than the
guaranteed residual value, the Company would accrue additional lease expense
for the amount that would be payable upon termination of the lease. Any gains
on the sale of the equipment are deferred until the end of the respective lease
terms. Should the Company not exercise its purchase options under the lease
agreements, the deferred gains will be recognized to the extent they exceed any
final rent payments and any other payments required under the lease agreements.
As a result of the lease transactions, the Company incurred approximately
$70,435,000, $45,484,000, and $22,090,000 in lease expense for the years ended
December 31, 2001, 2000 and 1999, respectively. The following future minimum
lease payments are due under the leasing arrangements, exclusive of any final
rent payments or purchase option payments (in thousands): 2002--$88,111;
2003--$84,941; 2004--$77,536; 2005--$62,780; 2006--$49,072, and $149,779
thereafter.
In connection with the leases entered into in August 2001, the Company is
obligated to prepare registration statements and complete an exchange offer to
enable the holders of the notes issued by the lessors to exchange their notes
with notes which are registered under the Exchange Act of 1933. Because the
exchange offer has not been completed, the Company is required to pay
additional lease expense in the amount equal to $105,600 per week, until the
exchange offer is completed. The additional lease expense began accruing on
January 28, 2002.
F-35
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
11. Income Taxes
The components of income before income taxes were as follows (in thousands):
Years ended December 31,
--------------------------
2001 2000 1999
-------- -------- --------
Restated Restated Restated
Domestic $ 81,355 $65,115 $44,896
Foreign. 49,872 20,264 15,845
-------- ------- -------
$131,227 $85,379 $60,741
======== ======= =======
The provision for income taxes consisted of the following (in thousands):
Years ended December 31,
--------------------------
2001 2000 1999
-------- -------- --------
Restated Restated Restated
Current tax provision (benefit):
Federal...................... $ 1,136 $ 3,526 $ 6,958
State........................ 654 499 1,412
Foreign...................... 10,474 (2,561) 3,379
------- ------- -------
Total current............ 12,264 1,464 11,749
------- ------- -------
Deferred tax provision:
Federal...................... 32,461 18,678 9,634
State........................ 151
Foreign...................... 5,133 11,598 575
------- ------- -------
Total deferred........... 37,594 30,276 10,360
------- ------- -------
Total provision................. $49,858 $31,740 $22,109
======= ======= =======
The income tax expense for 2001, 2000 and 1999 resulted in effective tax
rates of 38.0%, 37.2% and 36.4%, respectively. The reasons for the differences
between these effective tax rates and the U.S. statutory rate of 35% are as
follows (in thousands):
Years ended December 31,
-------------------------
2001 2000 1999
-------- -------- --------
Restated Restated Restated
Federal income tax at statutory rates................... $45,929 $29,882 $21,260
State income taxes, net of federal income tax benefit... 425 324 1,016
Impact of foreign operations, net of federal tax benefit 683 1,241 211
Nondeductible goodwill.................................. 1,289 964 583
Other, net.............................................. 1,532 (671) (961)
------- ------- -------
$49,858 $31,740 $22,109
======= ======= =======
F-36
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Deferred tax assets (liabilities) are comprised of the following (in
thousands):
December 31,
--------------------
2001 2000
--------- ---------
Restated Restated
Deferred tax assets:
Net operating losses................. $ 57,498 $ 29,896
Investment in joint ventures......... 11,145
Inventory............................ 3,039 811
Alternative minimum tax carryforward. 15,152 14,623
Derivative instruments............... 6,452
Accrued liabilities.................. 3,980 1,168
Other................................ 9,133 1,261
--------- ---------
Gross deferred tax assets............... 106,399 47,759
Valuation allowance.................. (11,145)
--------- ---------
95,254 47,759
--------- ---------
Deferred tax liabilities:
Property, plant and equipment........ (263,108) (145,892)
Other................................ (5,497) (5,669)
--------- ---------
Gross deferred tax liabilities.......... (268,605) (151,561)
--------- ---------
$(173,351) $(103,802)
========= =========
The Company has net operating loss carryforwards at December 31, 2001 of
approximately $164,276,000 expiring in 2006 to 2021. In addition, the Company
has an alternative minimum tax credit carryforward of approximately $15,152,000
that does not expire.
In 2001, the Company recorded approximately $35,212,000 of additional
deferred income tax liabilities resulting from the 2001 acquisition
transactions. In 2000, the Company recorded approximately $9,029,000 of
additional deferred income tax liability resulting from the 2000 acquisition
transactions. See Note 2 for a description of the transactions.
The Company has not recorded a deferred income tax liability for additional
income taxes that would result from the distribution of earnings of its foreign
subsidiaries if they were actually repatriated. The Company intends to reinvest
the undistributed earnings of its foreign subsidiaries indefinitely.
12. Partners' Capital
Partners'capital consists of capital contributions from partners and
undistributed partnership income.
13. Stock Options
Certain Company employees participate in stock option plans that provide for
the granting of options to purchase Hanover common shares. The options are
generally issued with an exercise price equal to the fair market value on the
date of grant and are exercisable over a ten-year period. No compensation
expense related to stock options was recorded in 2001, 2000 and 1999.
F-37
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Of the options granted in 1999 and 1998, 700,000 vested on July 1, 2001 and
320,000 vested immediately. The remaining options granted vest over the
following schedule, which may accelerate upon a change in the Company's
controlling ownership.
Year 1 10%
Year 2 30%
Year 3 60%
Year 4 100%
In June 2000, the Company purchased APSI, which had existing stock option
programs in place. The Company converted the outstanding APSI stock options
into Hanover's stock options as of the purchase date at a conversion ratio
equal to the exchange ratio under the merger agreement. As a result, 127,813
options were converted at a weighted-average per share exercise price of
approximately $12.88. Approximately 60,307 of the options vested at acquisition
with the remaining options vesting at varying dates through 2003.
The following is a summary of stock option activity for the years ended
December 31, 2001, 2000 and 1999:
Weighted average
Shares price per share
--------- ----------------
Options outstanding, December 31, 1998. 8,790,430 $ 5.95
Options granted..................... 272,156 13.79
Options canceled.................... (68,230) 9.72
Options exercised................... (197,352) 2.76
---------
Options outstanding, December 31, 1999. 8,797,004 6.24
Options granted.....................
APSI acquisition.................... 127,813 12.88
Options canceled.................... (11,562) 9.78
Options exercised................... (994,572) 3.68
---------
Options outstanding, December 31, 2000. 7,918,683 6.63
Options granted..................... 43,575 25.00
Options canceled.................... (47,622) 12.48
Options exercised................... (250,161) 9.12
---------
Options outstanding, December 31, 2001. 7,664,475 6.62
=========
The following table summarizes significant ranges of outstanding and
exercisable options at December 31, 2001:
Options outstanding Options exercisable
---------------------------- ------------------
Weighted
average Weighted Weighted
remaining average average
life in exercise exercise
Range of exercise prices Shares years price Shares price
------------------------ --------- --------- -------- --------- --------
$0.01.............. 71,686 2.1 $ 0.01 71,686 $ 0.01
$2.30--$3.48....... 3,371,834 1.5 2.37 3,371,834 2.37
$4.57--$6.96....... 255,276 4.3 5.36 255,276 5.36
$9.57--$14.50...... 3,884,395 6.3 10.17 3,316,084 9.93
$20.09--$25.00..... 81,284 9.2 22.72 2,293 20.09
--------- ---------
7,664,475 7,017,173
========= =========
F-38
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
The weighted-average fair value at date of grant for options where the
exercise price equals the market price of Hanover's stock on the grant date was
$25.00 and $6.10 per option during 2001 and 1999, respectively.
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because Hanover's employee stock options have characteristics significantly
different from those of traded options and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options. The Company did
not grant any stock options in 2000. The fair value of options at date of grant
was estimated using the Black-Scholes model with the following weighted average
assumptions:
2001 2000 1999
------- ---- -------
Expected life. 6 years N/A 6 years
Interest rate. 4.0% N/A 6.0%
Volatility.... 35.4% N/A 29.4%
Dividend yield 0% N/A 0%
Stock-based compensation costs, computed in accordance with FAS 123, would
have reduced net income by $3,804,000, $4,598,000, and $2,194,000 in 2001, 2000
and 1999, respectively.
14. Benefit Plans
The Company's 401(k) retirement plan provides for optional employee
contributions up to the IRS limitation and discretionary employer matching
contributions. The Company recorded matching contributions of $1,062,000,
$594,000, and $399,000 during the years ended December 31, 2001, 2000 and 1999,
respectively.
15. Related Party and Certain Other Transactions
Transactions with GKH Entities
Hanover and GKH Investments ("GKH"), a major stockholder of Hanover, are
parties to a stockholders agreement which provides, among other things, for
GKH's rights of visitation and inspection and Hanover's obligation to provide
Rule 144A information to prospective transferees of GKH's Hanover common stock.
Hanover, GKH and other stockholders (collectively, the "Holders"), who
together currently beneficially own approximately 23% of the outstanding
Hanover common stock are parties to a Registration Rights Agreement (the "GKH
Rights Agreement"). The GKH Rights Agreement generally provides that, if
Hanover proposes to register shares of its capital stock or any other
securities under the Securities Act, then upon the request of those Holders
owning in the aggregate at least 2.5% of Hanover common stock or derivatives
thereof (the "Registrable Securities") then held by all of the Holders, Hanover
will use its reasonable best efforts to cause the Registrable Securities so
requested by the Holders to be included in the applicable registration
statement, subject to underwriters' cutbacks. Hanover is required to pay all
registration expenses in connection with registrations of Registrable
Securities effected pursuant to the GKH Rights Agreement. In addition, any
single Holder of Hanover common stock that owns 18% or more of the common stock
has the right to demand, on one occasion, the registration of its common stock.
F-39
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
HCLP and GKH were parties to an agreement whereby, in exchange for
investment banking and financial advisory services rendered, the Company agreed
to pay a fee to GKH. In February 2001, in full satisfaction of its obligations
under this agreement, HCLP paid a one time fee of $2,048,000 to GKH for
services rendered under the agreement and the amount was included in accrued
liabilities as of December 31, 2000.
In August 2001, HCLP paid a $4,650,000 fee to GKH as payment for services
rendered in connection with HCLP's acquisition of POI and related assets.
Pursuant to an agreement with GKH which provides for compensation to GKH for
services, the Company paid a management fee of $45,000 per month from November
2001 until terminated in early 2002.
HCLP leases certain compression equipment to an affiliate of Cockrell Oil
and Gas, LP, which was owned 50% by GKH until January 2001. The lease is on a
month-to-month basis and, for the years ended 2001, 2000 and 1999,
approximately $76,000, $228,540 and $228,540, respectively, was billed under
the leases. In 2000 and 1999, the Company leased compressors to other companies
owned or controlled by or affiliated with related parties. Rental and
maintenance revenues billed to these related parties totaled $708,000 and
$738,000 during 2000 and 1999, respectively.
Transactions with Schlumberger Entities
Pursuant to the Lock-Up, Standstill and Registration Rights Agreement, dated
as of August 31, 2001 (the "Schlumberger Rights Agreement"), between Hanover
and Schlumberger Technology Company, Camco International Inc., Schlumberger
Surenco, S.A., Schlumberger Oilfield Holdings Limited, Operational Services,
Inc. (collectively, the "Schlumberger Companies"), Hanover granted to each of
the Schlumberger Companies certain registration rights in connection with
shares of Hanover common stock (the "Hanover Stock") received by the
Schlumberger Companies as consideration for the Company's acquisition of
Production Operators Corporation and related assets. The registration rights
granted to the Schlumberger Companies include (i) the right, subject to certain
restrictions, to register the Hanover Stock in any registration of securities
initiated by Hanover within the period of time beginning on the third
anniversary of the date of the Schlumberger Rights Agreement and ending on the
tenth anniversary of the date of the Schlumberger Rights Agreement (such period
of time, the "Registration Period"), and (ii) the right, subject to certain
restrictions, to demand up to five registrations of the Hanover Stock within
the Registration Period. Hanover is required to pay all registration expenses
in connection with registrations of Hanover Stock pursuant to the Schlumberger
Rights Agreement. For a period of three years from the date of the Schlumberger
Rights Agreement, the Schlumberger Companies are prohibited from, directly or
indirectly, selling or contracting to sell any of the Hanover Stock. The
Schlumberger Rights Agreement also provides that none of the Schlumberger
Companies shall, without Hanover's written consent, (i) acquire or propose to
acquire, directly or indirectly, greater than 25% of the shares of Hanover
common stock, (ii) make any public announcement with respect to, or submit a
proposal for, any extraordinary transaction involving Hanover, (iii) form or
join in any group with respect to the matters set forth in (i) above, or (iv)
enter into discussions or arrangements with any third party with respect to the
matters set forth in (i) above.
In August 2001, HCLP purchased POI from Schlumberger. As part of the
purchase agreement entered into with respect to the POI Acquisition, the
Company is required to make a payment of up to $58,000,000 due upon the
completion of a financing of a South American joint venture acquired by the
Company. If the joint venture fails to execute the financing or such financing
fails to be non-recourse to HCLP, in either case, on or before December 31,
2002, the Company will have the right to put its interest in the joint venture
back to Schlumberger
F-40
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
in exchange for a return of the purchase price allocated to the joint venture,
plus the net amount of any capital contributions by HCLP to the joint venture.
The Company's right to exercise the put expires on January 31, 2003.
In connection with the POI Acquisition, HCLP issued a $150,000,000
subordinated acquisition note to Schlumberger, which matures December 15, 2005.
Interest on the subordinated acquisition note accrues and is payable-in-kind at
the rate of 8.5% annually for the first six months after issuance and
periodically increases in increments of 1% to 2% per annum to a maximum
interest rate 42 months after issuance of 15.5%. In an event of default under
the subordinated acquisition note, interest will accrue at a rate of 2% above
the then applicable rate. The subordinated acquisition note is subordinated to
all of HCLP's indebtedness other than indebtedness to fund future acquisitions.
In the event that HCLP completes an offering of equity securities, HCLP is
required to apply the proceeds of the offering to repay amounts outstanding
under the subordinated acquisition note as long as no default exists or would
exist under our other indebtedness as a result of such payment.
Schlumberger has the right under the POI acquisition agreement, so long as
Schlumberger owns at least 5% of Hanover common stock and subject to certain
restrictions, to designate one representative to sit on our board of directors.
For each of the years ended December 31, 2001, 2000 and 1999, HCLP generated
revenues of approximately $1,379,000, $918,000 and $1,979,000, respectively, in
business dealings with Schlumberger.
In August 2001, HCLP entered into a five-year strategic alliance with
Schlumberger intended to result in the active support of Schlumberger in
fulfilling certain of our business objectives. The principal components of the
strategic alliance include (1) establishing HCLP as Schlumberger's most favored
supplier of compression, natural gas treatment and gas processing equipment
worldwide, (2) Schlumberger's coordination and cooperation in further
developing our international business by placing our personnel in
Schlumberger's offices in six top international markets and (3) providing us
with access to consulting advice and technical assistance in enhancing our
field automation capabilities.
During 2001, the Company sold equipment totaling approximately $12,004,000
to an affiliate of Enron Capital and Trade Resources Corp ("Enron").
In 2000, HCLP advanced cash to certain management employees in return for
notes. At December 31, 2001, the notes receivable totaled approximately
$1,212,000, bear interest at the prime rate, mature in June 2004 and are
collateralized by Hanover common stock owned by the employees with full
recourse. The notes and related interest will be forgiven over a four-year
period should the employee continue his employment with HCLP. The forgiveness
will accelerate upon a change in control of HCLP. HCLP recognized compensation
expense related to the forgiveness of these notes receivable that totaled
$263,000 and $105,000 during 2001 and 2000, respectively.
In 2001, HCLP advanced cash of $2,200,000 to Michael McGhan, Chief Executive
Officer and President of HCLP, in return for notes. The notes bear interest at
4.88%, mature on April 11, 2006 and are collateralized by personal real estate
with full recourse.
F-41
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Set forth below is certain information concerning the indebtedness of
executive officers to HCLP:
Aggregate Amount Largest Aggregate Weighted Average
Outstanding at Amount Outstanding Rate of Interest
Year Year End during each Year at Year End
---- ---------------- ------------------ ----------------
Michael J. McGhan 2001 $2,200,000 $2,200,000 4.88%
Charles D. Erwin. 2001 $ 632,000 $ 769,000 4.8%
Joe C. Bradford.. 2001 $ 580,000 $ 706,000 4.8%
The Company believes that the terms of the foregoing transactions were no
less favorable to HCLP than those that would otherwise be obtainable in an
arms' length transactions with unaffiliated third parties.
16. Commitments and Contingencies
Rent expense, excluding lease payments for the leasing transactions
described in Note 10, for 2001, 2000 and 1999 was approximately $4,008,000,
$2,159,000, and $1,320,000 respectively. Commitments for future minimum rental
payments exclusive of those disclosed in Note 10 under noncancelable operating
leases with terms in excess of one year at December 31, 2001 are (in thousands
of dollars): 2002--$4,238; 2003--$3,536; 2004--$2,903; 2005--$2,078; 2006--$830
and none thereafter.
As part of the POI Acquisition, the Company is required to make a payment of
$58,000,000 due upon the completion of a refinancing of a South American joint
venture acquired by HCLP. If the joint venture fails to execute the refinancing
or such financing fails to be non-recourse to HCLP, in either case, on or
before December 31, 2002, the Company will have the right to put its interest
in such joint venture back to Schlumberger in exchange for the purchase price
allocated to the joint venture, plus the net amount of any capital
contributions by the Company to the joint venture. The Company's right to
exercise the put expires on January 31, 2003. Since the Company expects the
financing to be completed and the $58,000,000 obligation paid in 2002, this
obligation is recorded in accrued liabilities in the accompanying balance
sheet. The purchase price is also subject to a contingent payment by HCLP to
Schlumberger based on the realization of certain tax benefits by HCLP over the
next 15 years.
In the ordinary course of business the Company is involved in various
pending or threatened legal actions, including environmental matters. While
management is unable to predict the ultimate outcome of these actions, it
believes that any ultimate liability arising from these actions will not have a
material adverse effect on the Company's consolidated financial position,
results of operations or cash flows. See Note 21.
17. Accounting for Derivatives
The Company adopted SFAS 133 on January 1, 2001. SFAS 133 requires that all
derivative instruments (including certain derivative instruments embedded in
other contracts) be recognized in the balance sheet at fair value, and that
changes in such fair values be recognized in earnings unless specific hedging
criteria are met. Changes in the values of derivatives that meet these hedging
criteria will ultimately offset related earnings effects of the hedged item
pending recognition in earnings. Prior to 2001, the Company entered into two
interest rate swaps which are outstanding at December 31, 2001 with notional
amounts of $75,000,000 and $125,000,000 and strike rates of 5.51% and 5.56%,
respectively. These swaps were to expire in July 2001, however, they were
extended for an additional two years at the option of the counterparty. The
difference paid or received on the
F-42
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
swap transactions is recorded as an accrued lease liability and recognized in
leasing expense. These swap transactions expire in July 2003. On January 1,
2001, in accordance with the transition provisions of SFAS 133, the Company
recorded a loss resulting from the cumulative effect of an accounting change in
the statement of income of approximately $164,000, net of tax benefit of
$89,000. During 2001, the Company recognized an additional unrealized loss of
approximately $7,596,000 related to the change in the fair value of these
interest rate swaps in other expense in the statement of income because these
swaps did not meet the specific hedge criteria as a result of the
counterparty's option to extend the interest rate swaps. Further, management
decided not to designate the interest rate swaps as hedges at the time they
were extended by the counterparty. At December 31, 2001, the Company recorded
$5,673,000 in accrued liabilities and $2,176,000 in other long-term liabilities
with respect to the fair value adjustment related to these interest rate swaps.
The fair value of these interest rate swaps will fluctuate with changes in
interest rates over their remaining terms and the fluctuations will be recorded
in the statement of income. During the second quarter of 2001, the Company
entered into three additional interest rate swaps to convert variable lease
payments under certain lease arrangements to fixed payments as follows:
Maturity Strike Amount
Lease Date Rate Notional
----- -------- ------ ------------
March 2000.. 3/11/05 5.2550% $100,000,000
August 2000. 3/11/05 5.2725% $100,000,000
October 2000 10/26/05 5.3975% $100,000,000
These three swaps, which the Company has designated as cash flow hedging
instruments, meet the specific hedge criteria and any changes in their fair
values have been recognized in other comprehensive income. During 2001, the
Company recorded a $6,073,000 loss, net of tax in other comprehensive income,
$2,569,000 in accrued current liabilities and $6,774,000 in other long-term
liabilities with respect to the fair value adjustment related to these three
swaps.
The counterparty to all of the Company's interest rate swap agreements are
major international financial institutions. The Company continually monitors
the credit quality of these financial institutions and does not expect
non-performance by any counterparty.
18. New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 141, "Business
Combinations". This Statement is effective for all business combinations
accounted for using the purchase method for which the date of acquisition is
July 1, 2001, or later. All business combinations in the scope of this
statement are to be accounted for using one method, the purchase method.
Companies may no longer use the pooling method for future combinations.
In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets'' ("SFAS 142"). Under SFAS 142, amortization of goodwill over an
estimated useful life will be discontinued. Instead, goodwill amounts will be
subject to a fair-value-based annual impairment assessment. The standard also
requires acquired intangible assets to be recognized separately and amortized
as appropriate. SFAS 142 is effective for HCLP on January 1, 2002. However,
under the transition provisions of SFAS 142, goodwill acquired in a business
combination for which the acquisition date is after June 30, 2001, shall not be
amortized. Because the acquisition of POI was consummated after June 30, 2001,
the goodwill related to the POI acquisition was not amortized in 2001. The
goodwill related to business combinations completed before June 30, 2001
continued to be amortized
F-43
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
in 2001 because HCLP had not adopted SFAS 142. The Company expects the adoption
of SFAS No. 142 to have an impact on future financial statements, due to the
discontinuation of goodwill amortization expense. For 2001, goodwill
amortization expense was $11,626,000 based on goodwill of approximately
$195,991,000 related to acquisitions which were completed before June 30, 2001.
The transition provisions of SFAS 142 require the Company to perform an initial
impairment assessment of goodwill by June 30, 2002. The Company is currently
performing the initial assessment and evaluating the effect the implementation
of the impairment assessment provisions of SFAS 142 will have on its financial
statements.
HCLP's net income, adjusted to exclude goodwill amortization expense, for
the twelve months ended December 31, 2001, 2000 and 1999, are as follows (in
thousands):
2001 2000 1999
-------- -------- --------
Restated Restated Restated
Net income....................... $81,205 $53,639 $38,632
Goodwill amortization, net of tax 8,846 4,280 1,908
------- ------- -------
Adjusted net income.............. $90,051 $57,919 $40,540
======= ======= =======
In June 2001, the FASB issued SFAS 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets" ("SFAS 143"). SFAS 143
establishes the accounting standards for the recognition and measurement of an
asset retirement obligation and its associated asset retirement cost. This
statement is effective for HCLP effective January 1, 2003. The Company is
currently assessing the new standard and has not yet determined the impact on
its consolidated results of operations, cash flows or financial position.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." The new rules supersede SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of." The new rules retain many of the fundamental recognition
and measurement provisions of SFAS No. 121, but significantly change the
criteria for classifying an asset as held-for-sale. SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001. The Company has evaluated
the new standard and believes that it will have no material effect on its
consolidated results of operations, cash flows or financial position.
19. April 2002 Restatement
In conjunction with a review of our joint ventures and other transactions
conducted by counsel under the direction of the Audit Committee in early 2002,
the Company determined to restate its financial statements for the year ended
December 31, 2000. The net effect of this restatement was as follows: (i) a
decrease in revenues of $37,748,000, from $603,829,000 to $566,081,000; (ii) a
decrease in income before taxes of $11,999,000, from $99,839,000 to
$87,840,000; and (iii) a decrease in net income of $7,535,000, from $62,699,000
to $55,164,000. See Note 20 for information regarding the November 2002
restatement of the Company's consolidated financial statements for the years
ended December 31, 1999, 2000 and 2001.
F-44
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
The transactions involved in the restatement, which are detailed further
below are: (i) the Cawthorne Channel project in Nigeria initially conducted
through the Hampton Roads Shipping Investors II, L.L.C. joint venture; (ii) the
acquisition of two compressors in a non-monetary exchange transaction; (iii) a
compressor sale transaction; and (iv) the sale of a turbine engine. The impact
of the restatement for the year ended December 31, 2000 is summarized in the
tables below:
Acquisition of
Cawthorne Channel Compressors
Project in Nigeria/ In Non- Compressor Sale of
Hampton Roads Monetary Sale Turbine
As Filed Joint Venture Exchange Transaction Engine Restated
-------- ------------------- -------------- ----------- ------- --------
(in thousands)
Revenues:
Rentals............................. $254,515 $254,515
Parts, service and used equipment... 151,707 $(12,004) $(7,500) 132,203
Compressor fabrication.............. 96,838 $ (6,568) 90,270
Production and processing
equipment fabrication.............. 88,572 (9,451) 79,121
Gain on sale of other assets........ 4,113 $(2,225) 1,888
Gain on change in interest in non-
consolidated affiliate............. 864 864
Other............................... 7,220 7,220
-------- -------- ------- -------- ------- --------
Total revenues.................... 603,829 (16,019) (2,225) (12,004) (7,500) 566,081
-------- -------- ------- -------- ------- --------
Expenses:
Rentals............................. 87,992 87,992
Parts, service and used equipment... 103,276 (7,954) (6,194) 89,128
Compressor fabrication.............. 81,996 (5,242) 76,754
Production and processing
equipment fabrication.............. 69,281 (6,597) 62,684
Selling, general and administrative. 54,606 26 54,632
Depreciation and amortization....... 52,882 52,882
Lease expense....................... 45,484 45,484
Interest expense.................... 8,473 212 8,685
-------- -------- ------- -------- ------- --------
Total expenses.................... 503,990 (11,601) (7,954) (6,194) 478,241
-------- -------- ------- -------- ------- --------
Income before income taxes............ 99,839 (4,418) (2,225) (4,050) (1,306) 87,840
Provision for income taxes............ 37,140 (1,644) (827) (1,507) (486) 32,676
-------- -------- ------- -------- ------- --------
Net income............................ $ 62,699 $ (2,774) $(1,398) $ (2,543) $ (820) $ 55,164
======== ======== ======= ======== ======= ========
F-45
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Restatement
As filed Items Restated
---------- ----------- ----------
(in thousands)
Accounts receivable, net......................................... $ 242,526 $(19,504) $ 223,022
Inventory........................................................ 139,248 6,194 145,442
Costs and estimated earnings in excess of billings on uncompleted
contracts...................................................... 38,665 (13,689) 24,976
Property, plant and equipment, net............................... 583,586 (9,990) 573,596
Intangible and other assets, net................................. 63,799 (776) 63,023
Total assets..................................................... 1,287,613 (37,765) 1,249,848
Accrued liabilities.............................................. 49,024 (2,500) 46,524
Other liabilities................................................ 158,661 (25,766) 132,895
Deferred income taxes............................................ 107,839 (1,964) 105,875
Total liabilities................................................ 565,567 (30,230) 535,337
Partner's capital................................................ 722,503 (7,535) 714,968
Total liabilities and partners' capital.......................... 1,287,613 (37,765) 1,249,848
Cawthorne Channel Project in Nigeria/Hampton Roads Joint Venture
Cawthorne Channel is a project to build, own and operate barge-mounted gas
compression and gas processing facilities to be stationed in a Nigerian coastal
waterway as part of the performance of a contract between Global Energy and
Refining Ltd. ("Global") and Shell Petroleum Development Company of Nigeria
Limited, the Nigerian operating unit of The Royal/Dutch Shell Group ("Shell").
The Company entered into a contract with Global in June 1999 to fabricate and
lease facilities to Global to assist Global in fulfilling its obligations under
its contract with Shell. Subsequently, the Company acquired a 10% interest in
Global in settlement of a $1.1 million debt owed by Global to the Company.
In September 2000, the Company and an unrelated third party formed a joint
venture known as Hampton Roads Shipping Investors II, L.L.C. ("Hampton Roads")
which was to own the gas processing facilities and lease them to Global. The
Company held a 25% interest in Hampton Roads, and the third party held the
remaining 75% interest. The Company's initial capital contribution to Hampton
Roads was $1,250,000 and the third party's initial capital contribution was
$3,750,000. The Company entered into a turnkey construction contract with
Hampton Roads to fabricate the barges for the Cawthorne Channel project for
$51,000,000. The barges were to be used pursuant to a 10-year contract with
Shell to commence September 30, 2001. During the first quarter of 2001, the
scope of the project was reduced requiring less costly gas processing
facilities of approximately $43,000,000 and the contract term was extended to
15 years with a projected start date of September 2003. Since the lease had not
started yet, the Company recorded no income attributable to its equity
ownership in the venture.
The Company accounted for the work performed under the turnkey construction
contract using the percentage of completion method of accounting, and recorded
75% of the revenue and net income, based on the third party's ownership share
of Hampton Roads. Based upon the discovery of a commitment by the Company to
loan Hampton Roads up to $43,500,000 for the purpose of paying the balance of
the turnkey construction contract and a guarantee by the Company to refund the
capital contributed by the third party should certain conditions not be met,
the Company concluded that it had retained substantial risk of ownership with
respect to the third party's interest. Accordingly, the Company determined to
treat the project as if the Company had owned 100% of the project from its
inception and reversed the revenue and net income previously recognized.
In February 2002, the Company purchased the 75% interest in Hampton Roads
that it did not own. The Company now owns 100% of the venture and will
recognize the rental revenues pursuant to its contract with Global once startup
begins.
F-46
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Acquisition of Compressors In Non-Monetary Exchange
In the third quarter of 2000, the Company acquired two compressors in a
non-monetary exchange transaction with an independent oil and gas producer. In
the transaction, the Company acquired the two compressors in exchange for
certain gas reservoir rights that the Company had obtained in settlement of a
payment default by one of its customers. The Company accounted for the
transaction as an exchange of non-monetary assets and recorded $2,225,000 in
revenue and pre-tax income in 2000. In 2002, the Company discovered that it had
made certain guarantees with respect to the performance of the oil and gas
reservoir rights. Therefore, the Company concluded that the earnings process
was not complete in the third quarter of 2000 and that the Company retained an
ongoing risk of not recovering the fair value of the compressors received in
exchange for the oil and gas properties. Based on this analysis, the Company
restated its financial results for the third quarter of 2000 to reverse the
$2,225,000 in revenue it had originally recognized on the transaction.
Compressor Sale Transaction
The Company sold 33 gas compressors to a gas pipeline system then controlled
by Enron for $12,004,000 pursuant to invoices issued in December 2000. The
Company recorded $4,050,000 of pre-tax income from the transaction in the
fourth quarter of 2000. In January 2001, the Company entered into an agreement
with its customer to provide transition services and settle claims between the
parties arising from the operation of the compressors prior to their sale. The
agreement also provided for the issuance of a bill of sale. Upon further
evaluation of the transaction, the Company determined to recognize revenue and
net income in January 2001 when the bill of sale was issued.
Sale of Turbine Engine
In the fourth quarter of 2000, the Company entered the non-oil field power
generation market to take advantage of rising electricity demand and purchased
used turbines to carry out this effort. In connection with this effort, the
Company agreed to sell a turbine to a third party on extended credit and
recognized revenues of $7,500,000 and $1,306,000 of pre-tax income in the
fourth quarter of 2000. In early 2001, the third party assigned their interest
in the turbine to another unrelated third party. The Company was ultimately
paid for the turbine in December 2001. Based on the information provided to the
Company at the time of the April 2002 restatement, the Company determined that
revenue should have been recognized for this transaction in the fourth quarter
of 2001 when payment was received and collectability was assured. As a result
of the discovery of new information, the Company determined to restate the sale
of the turbine engine recorded in the fourth quarter of 2001. See "Sale and
Purchase of Turbine Engine" in Note 20.
Reclassification
The Company determined that the deferred gain related to the 1999 and 2000
leases was calculated in error. A reclassification between property, plant and
equipment and other liabilities has been made to correct this matter. This
reclassification had no impact on net income.
F-47
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
20. November 2002 Restatement
In October 2002, a special committee of the Board of Directors together with
the Audit Committee of the Board and Company management, aided by outside legal
counsel, completed an extensive investigation of transactions recorded during
2001, 2000 and 1999, including those transactions restated by the Company in
April 2002 (see Note 19). As a result of this investigation, the Company
determined to restate its financial results for the years ended December 31,
2001, 2000 and 1999. The net effect of the restatement for the year ended
December 31, 2001 was as follows: (i) a decrease in revenues of $7,512,000,
from $1,078,209,000 to $1,070,697,000; (ii) a decrease in income before income
taxes of $363,000, from $131,590,000 to $131,227,000; and (iii) a decrease in
net income of $224,000, from $81,429,000 to $81,205,000. The net effect of this
restatement for the year ended December 31, 2000 was as follows: (i) a decrease
in revenues of $3,295,000, from $566,081,000 to $562,786,000; (ii) a decrease
in income before income taxes of $2,461,000, from $87,840,000 to $85,379,000;
and (iii) a decrease in net income of $1,525,000, from $55,164,000 to
$53,639,000. The net effect of this restatement for the year ended December 31,
1999 was as follows: (i) a decrease in revenues of $5,090,000, from
$323,220,000 to $318,130,000; (ii) a decrease in income before income taxes of
$3,123,000, from $63,864,000 to $60,741,000; and (iii) a decrease in net income
of $1,986,000, from $40,618,000 to $38,632,000.
The transactions involved in the November 2002 restatement, which are
detailed below, are: (i) sale of compression and production equipment; (ii) a
delay penalty; (iii) a turbine sale and purchase; (iv) an agreement to provide
technical assistance to an Indonesian company; (v) overstatement of mark to
market expense; (vi) a scrap sale transaction; (vii) the sale of certain used
compression equipment; and (viii) the recording of pre-closing revenues
associated with businesses acquired by Hanover. In addition, the Company
restated the following transactions by reversing their impact from the quarter
originally recorded in 2000 and recording them in a subsequent quarter of 2000:
(i) the sale of an interest in a power plant in Venezuela; (ii) an agreement to
provide services to a company ultimately acquired by Hanover; and (iii) the
sale of four used compressors. These three transactions are not reflected in
the tables below because they had no impact on the financial results for 2001
or 2000.
The impact of the November 2002 restatement for the year ended December 31,
1999 is summarized below:
As Filed Sale Of Compression Delay
April 2002 And Production Equipment Penalty Restated
---------- ------------------------ ------- --------
(in thousands)
Revenues:
Rentals........................................... $192,655 $192,655
Parts, service and used equipment................. 42,518 $(3,388) 39,130
Compressor fabrication............................ 52,531 52,531
Production and processing equipment fabrication... 28,037 (782) 27,255
Equity in income of non-consolidated affiliate.... 1,188 1,188
Other............................................. 6,291 $(920) 5,371
-------- ------- ----- --------
Total revenues................................. 323,220 (4,170) (920) 318,130
-------- ------- ----- --------
Expenses:
Rentals........................................... 64,949 64,949
Parts, service and used equipment................. 27,916 (1,412) 26,504
Compressor fabrication............................ 43,663 43,663
Production and processing equipment fabrication... 20,833 (555) 20,278
Selling, general and administrative............... 33,782 33,782
Depreciation and amortization..................... 37,337 37,337
Lease expense..................................... 22,090 22,090
Interest expense.................................. 8,786 8,786
-------- ------- ----- --------
Total expenses................................. 259,356 (1,967) 257,389
-------- ------- ----- --------
Income before income taxes............................ 63,864 (2,203) (920) 60,741
Provision for income taxes............................ 23,246 (802) (335) 22,109
-------- ------- ----- --------
Net income............................................ $ 40,618 $(1,401) $(585) $ 38,632
======== ======= ===== ========
F-48
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
The impact of the November 2002 restatement for the year ended December 31,
2000 is summarized below:
Sale Of
Indonesia Compression
Technical Sale of Used Pre- And
As Filed Assistance Scrap Sale Compression Closing Production Delay
April 2002 Revenue Transaction Equipment Revenue Equipment Penalty Restated
---------- ---------- ----------- ------------ ------- ----------- ------- --------
(in thousands)
Revenues:
Rentals............................... $254,515 $(678) $253,837
Parts, service and used equipment..... 132,203 $(2,527) $(310) 129,366
Compressor fabrication................ 90,270 90,270
Production and processing
equipment fabrication................ 79,121 79,121
Equity in income of on-
consolidated affiliates.............. 3,518 3,518
Gain on change in interest in
non-consolidated affiliate........... 864 864
Other................................. 5,590 $(700) $920 5,810
-------- ----- ----- ----- ------- ----- ---- --------
Total revenues..................... 566,081 (678) (700) (2,527) (310) 920 562,786
-------- ----- ----- ----- ------- ----- ---- --------
Expenses:
Rentals............................... 87,992 87,992
Parts, service and used equipment..... 89,128 $ 600 (1,434) 88,294
Compressor fabrication................ 76,754 76,754
Production and processing
equipment fabrication................ 62,684 62,684
Selling, general and administrative... 54,632 54,632
Depreciation and amortization......... 52,882 52,882
Lease expense......................... 45,484 45,484
Interest expense...................... 8,685 8,685
-------- ----- ----- ----- ------- ----- ---- --------
Total expenses..................... 478,241 600 (1,434) 477,407
-------- ----- ----- ----- ------- ----- ---- --------
Income before income taxes................ 87,840 (678) (700) (600) (1,093) (310) 920 85,379
Provision for income taxes................ 32,676 (258) (266) (228) (415) (118) 349 31,740
-------- ----- ----- ----- ------- ----- ---- --------
Net income................................ $ 55,164 $(420) $(434) $(372) $ (678) $(192) $571 $ 53,639
======== ===== ===== ===== ======= ===== ==== ========
Restatement
As filed Items Restated
---------- ----------- ----------
(in thousands)
Accounts receivable, net............................. $ 223,022 $(1,963) $ 221,059
Inventory............................................ 145,442 (750) 144,692
Property, plant and equipment, net................... 573,596 1,107 574,703
Goodwill............................................. 141,973 (3,300) 138,673
Intangible and other assets, net..................... 36,571 (678) 35,893
Total assets......................................... 1,249,848 (5,584) 1,244,264
Deferred income taxes................................ 105,875 (2,073) 103,802
Total liabilities.................................... 535,337 (2,073) 533,264
Partners' equity..................................... 714,511 (3,511) 711,000
Total liabilities and partners' equity............... 1,249,848 (5,584) 1,244,264
F-49
The impact of the November 2002 restatement for the year ended December 31,
2001 is summarized below:
Sale Of
Indonesia Overstatement Compression
Turbine Technical of Mark to And
As Filed Sale and Assistance Market Scrap Sale Production
April 2002 Purchase Revenue Expense Transaction Equipment Restated
---------- -------- ---------- ------------- ----------- ----------- ----------
(in thousands)
Revenues:
Rentals.............................. $ 400,776 $ 400,776
Parts, service and used equipment.... 251,816 $(7,500) $(276) 244,040
Compressor fabrication............... 223,519 223,519
Production and processing
equipment fabrication............... 184,040 184,040
Equity in income of non-
consolidated affiliates............. 9,350 9,350
Other................................ 8,708 $264 8,972
---------- ------- ----- ------------- ---- ----- ----------
Total............................. 1,078,209 (7,500) (276) 264 1,070,697
---------- ------- ----- ------------- ---- ----- ----------
Expenses:
Rentals.............................. 140,998 140,998
Parts, service and used equipment.... 172,743 (6,194) (428) $ 716 166,837
Compressor fabrication............... 188,122 188,122
Production and processing
equipment fabrication............... 147,824 147,824
Selling, general and administrative.. 100,980 100,980
Depreciation and amortization........ 89,846 89,846
Lease expense........................ 70,435 70,435
Interest expense..................... 10,447 10,447
Foreign currency translation......... 6,658 6,658
Other................................ 18,566 (1,243) 17,323
---------- ------- ----- ------- ---- ----- ----------
Total expenses.................... 946,619 (6,194) (428) (1,243) 716 939,470
---------- ------- ----- ------- ---- ----- ----------
Income before income taxes.............. 131,590 (1,306) 152 1,243 264 (716) 131,227
Provision for income taxes.............. 49,997 (496) 58 472 100 (273) 49,858
---------- ------- ----- ------- ---- ----- ----------
Net income before cumulative effect of
accounting change...................... 81,593 (810) 94 771 164 (443) 81,369
Cumulative effect of accounting
change for derivative instruments,
net of income tax................... (164) (164)
---------- ------- ----- ------- ---- ----- ----------
Net income.............................. $ 81,429 $ (810) $ 94 $ 771 $164 $(443) $ 81,205
========== ======= ===== ======= ==== ===== ==========
Restatement
As filed Items Restated
---------- ----------- ----------
(in thousands)
Inventory............................. $ 216,405 $ (750) $ 215,655
Property, plant and equipment, net.... 1,153,691 (2,178) 1,151,513
Goodwill, net......................... 245,478 (3,300) 242,178
Intangible and other assets........... 72,691 (962) 71,729
Total assets.......................... 2,266,404 (7,190) 2,259,214
Other liabilities..................... 131,519 (1,243) 130,276
Deferred income taxes................. 175,563 (2,212) 173,351
Total liabilities..................... 956,699 (3,455) 953,244
Partners' equity...................... 1,309,705 (3,735) 1,305,970
Total liabilities and partners' equity 2,266,404 (7,190) 2,259,214
F-50
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Sale of Compression and Production Equipment
In the fourth quarter of 1999, the Company recorded three transactions
totaling $4,170,000 in revenue from the sale of used compression and production
equipment. An additional $310,000 in revenue was recorded on one of the
transactions in the second quarter of 2000. Based on further evaluation of the
terms of the three transactions, the Company determined that the sales were
consignment sales and should not have recognized revenue or income on these
transactions. The receivables recorded by the Company in 1999 in two of the
transactions were cleared in 2000 when the Company purchased the buyer of the
compression and production equipment in business acquisition transactions. The
Company ultimately repurchased the equipment sold in the third transaction back
from the buyer. In the second quarter of 2001, the Company resold a portion of
the compression equipment originally recorded as sold in 1999 and should have
recorded an additional $716,000 pre-tax expense on the sale.
Delay Penalty
In July 1999, the Company entered into a Contract Gas Processing Master
Equipment and Operating Agreement (the "Agreement") with a customer. The
customer failed to satisfy certain conditions of the Agreement for which it
later agreed to pay up to $1,100,000 as a delay penalty. The Company and the
customer executed an addendum to the original Agreement effective February 25,
2000 whereby the customer acknowledged the amount of penalty that would be
paid. In 1999, the Company recognized and recorded $920,000 of this penalty as
revenue. The Company determined that the penalty should not have been
recognized until it had executed the addendum to the Agreement in February
2000. Later in 2000, the Company entered into a Stock Issuance Agreement with
the customer whereby the Company purchased an equity interest in the customer
in exchange for the amount the customer owed to the Company for the delay
payment.
Turbine Engine Sale and Purchase
As described in Note 19 under the heading "Sale of Turbine Engine" above, in
the fourth quarter of 2000, the Company entered into an agreement to sell a
turbine to a third party. In the April 2002 restatement, based on information
provided to the Company at that time, the Company restated the transaction to
recognize the $7,500,000 in revenue in the fourth quarter of 2001, when full
payment was received. Through the Company's subsequent investigation, it
discovered that in the fourth quarter of 2001, the Company purchased an
interest in a turbine engine package from a third party for $8,000,000. The
third party was the same entity that had ultimately purchased the Company's
turbine engine. Based upon an evaluation of this new information, the Company
has determined to account for these transactions as a non-monetary exchange,
rather than a sale and purchase transaction. Accordingly, the revenue and
related expense which was recorded in the fourth quarter of 2001 was reversed.
Indonesian Technical Assistance Revenue
In the second quarter of 2000, the Company entered into an agreement to
provide technical assistance services to an independent oil and gas producer in
Indonesia. Under the agreement, the Company purchased for $1.1 million an
option to acquire a controlling interest in the Indonesian company as well as
certain inventory. Based on the agreement, the Company recognized revenue of
$378,000 in the first quarter of 2000, $300,000 in the second quarter of 2000,
$138,000 in the second quarter of 2001, and $138,000 in the third quarter of
2001. The Company has determined, following a review of the transaction, that
the payments made to the Company are more properly characterized as a return of
the Company's investment in the option rather than as payments for
F-51
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
the provision of services. Accordingly, the Company determined that the
payments received from the Indonesian company should be recorded as a return of
investment in the option instead of revenue.
Overstatement of Mark to Market Expense
In the fourth quarter of 2001, the Company overstated by $1,243,000 the mark
to market expense related to its interest rate swaps that are recorded in other
expense.
Scrap Sale Transaction
In the third quarter of 2000, the Company recorded $700,000 of revenue from
the sale of scrap inventory to an independent salvage metal company, pursuant
to invoices issued in September 2000. Based upon the evaluation of when the
scrap inventory was delivered and paid for in connection with this transaction,
the Company has determined that no revenue should have been recorded in 2000
and that it should have recognized $264,000 in revenue on this transaction in
the fourth quarter of 2001. Accordingly, the $700,000 of revenue was reversed
in 2000.
Sale of Used Compression Equipment
In the fourth quarter of 2000, the Company recognized $1,500,000 in revenue
and $1,200,000 in pre-tax income from the sale of used compression equipment by
a Company subsidiary. The compression equipment was acquired as a result of the
acquisition of a subsidiary by the Company less than six months prior to the
sale of the equipment. Upon further evaluation of the transaction, the Company
determined that the compression equipment should have been valued at $900,000
(instead of $300,000) in the allocation of the purchase price and the gain on
the sale should be reduced by $600,000 with a corresponding adjustment made to
reduce goodwill.
Pre-Closing Revenue
In the second quarter of 2000, the Company completed negotiations for the
acquisition of used equipment companies. The Company entered into acquisition
agreements with an effective dates of June 1, 2000 which were not completed
until July 2000. The Company recorded $2,085,000 in revenue and $965,000 in
pre-tax income in the second quarter of 2000 and $442,000 in revenue and
$128,000 in pre-tax income in the third quarter of 2000, reflecting the results
of the acquired entities for the period between the effective date of the
acquisitions and the closing of the acquisitions. Upon further evaluation of
this matter, the Company determined that these pre-closing results should not
have been recorded.
Power Plant Sale
In the second quarter of 2000, the Company sold a 25% interest in a
Venezuelan power plant to Energy Transfer Group, LLC ("ETG") in an exchange of
non similar assets. The Company accounted for the transaction as a sale and
recorded a gain on sale of other assets of $1,250,000 in the second quarter of
2000. In 2000, the Company and ETG also discussed the possible purchase by the
Company of an interest in a power generation facility in Florida with the
Company making a payment toward that purchase in the second quarter of 2000. In
the fourth quarter of 2000, these discussions resulted in the purchase by
Hanover of a 10% interest in ETG. Upon further evaluation of this transaction,
the Company determined that the revenue and pre-tax income from the exchange of
the interest in the Venezuelan power plant should be moved from the second
quarter of 2000 to the fourth quarter of 2000 to align with the completion of
the exchange.
F-52
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Management Fee Transaction
In the second quarter of 2000 the Company recorded $450,000 in revenue for
management services provided to Ouachita Energy Corporation, a compression
services company, pursuant to an invoice dated June 30, 2000. In the third
quarter of 2000, the Company reversed the revenue, because the management fee
was not agreed to by both parties until the fourth quarter of 2000. Upon
further evaluation of the transaction, the Company determined that the reversal
of revenue should have occurred in the second quarter of 2000.
Compressor Sale Transaction
In connection with the sale of four compressors, the Company recorded
revenue of $1,486,000 and pre-tax income of $1,081,000 in the first quarter of
2000, and revenue of $750,000 and pre-tax income of $468,000 in the third
quarter of 2000. Based upon further examination of the transaction, the Company
has determined that it should have recognized the income from this transaction
in the fourth quarter of 2000, when title to the equipment was transferred,
rather than in the first and third quarters of 2000.
21. Subsequent Events
Commencing in February 2002, approximately 15 putative securities class
action lawsuits were filed against Hanover and certain of its officers and
directors in the United States District Court of the Southern District of
Texas. These class actions have been consolidated into one case, Pirelli
Armstrong Tire Corporation Retiree Medical Benefits Trust, On Behalf of Itself
and All Others Similarly Situated, Civil Action No. H-02-CV-0410, naming as
defendants Hanover Compressor Company, Mr. Michael J. McGhan, Mr. William S.
Goldberg and Mr. Michael A. O'Connor. The plaintiffs in the securities actions
purport to represent purchasers of Hanover's common stock during various
periods ranging from May 15, 2000 through January 28, 2002. The complaints
assert various claims under Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 and seek unspecified amounts of compensatory damages, interest and
costs, including legal fees. Motions are pending for appointment of lead
plaintiff(s). A consolidated complaint is due 30 days after the Court appoints
lead plaintiff(s).
Commencing in February 2002, four derivative lawsuits were filed in the
United States District Court for the Southern District of Texas, two derivative
lawsuits were filed in state district court for Harris County, Texas (one of
which was nonsuited and the second of which was removed to Federal District
Court for the Southern District of Texas) and one derivative lawsuit was filed
in the Court of Chancery for the State of Delaware in and for New Castle
County. The derivative actions in the United States District Court for the
Southern District of Texas were consolidated on August 19 and August 26, 2002.
Motions are currently pending for appointment of lead counsel in the
consolidated derivative actions in the Southern District of Texas. The pending
derivative lawsuits are:
Plaintiff Defendants Civil Action No. Court Date Instituted
- ------------------------- ---------------------- ---------------- ---------------------- ---------------
Harbor Finance Partners, Michael J. McGhan, H-02-0761 United States District 3/01/02
derivatively on behalf of William S. Goldberg, Court for the Southern
Hanover Compressor Ted Collins, Jr., District of Texas
Company Robert R. Furguson,
Melvyn N. Klein,
Michael A. O'Connor,
Alvin V. Shoemaker,
Defendants and Hanover
Compressor Company,
Nominal Defendant
F-53
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Plaintiff Defendants Civil Action No. Court Date Instituted
- ------------------------- ----------------------- ----------------------- ------------------------- ---------------
Roger Koch, Michael A. O'Connor, H-02-1332 United States District 4/10/02
derivatively on behalf of William S. Goldberg, Court for the Southern
Hanover Compressor Melvyn N. Klein, District of Texas
Company Michael J. McGhan,
Ted Collins, Jr.,
Robert R. Furguson, consolidated
Rene J. Huck, with H-02-0761
Alvin V. Shoemaker, on 8/19/02
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
Henry Carranza, Michael A. O'Connor, H-02-1430 United States District 4/18/02
derivatively on William S. Goldberg, Court for the Southern
behalf of Hanover Melvyn N. Klein, consolidated with District of Texas
Compressor Company Michael J. McGhan, H-02-0761 on 8/19/02
Ted Collins, Jr.,
Robert R. Furguson,
Rene J. Huck,
Alvin V. Shoemaker,
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
William Steves, Michael A. O'Connor, H-02-1527 United States District 4/27/02
derivatively on William S. Goldberg, Court for the Southern
behalf of Hanover Melvyn N. Klein, consolidated with District of Texas
Compressor Company Michael J. McGhan, H-02-0761 on 8/19/02
Ted Collins, Jr.,
Robert R. Furguson,
Rene J. Huck,
Alvin V. Shoemaker,
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
John B. Hensley, Michael J. McGhan, H-02-2994 270th Judicial District, 6/20/02
Jr., derivatively William S. Goldberg, Harris County, Texas;
on behalf of Michael A. O'Connor consolidated with removed to the United
Hanover Compressor Ted Collins, Jr., H-02-0761 as of 8/26/02 States District Court
Company Alvin Shoemaker, for the Southern
Robert R. Furguson, District of Texas on
Melvyn N. Klein, August 9, 2002
Charles D. Erwin, and
PricewaterhouseCoopers
LLP, Defendants and
Hanover Compressor
Company, Nominal
Defendant
Coffelt Family, Michael A. O'Conner, 19410-NC Court of Chancery for the 2/15/02
LLC, derivatively Michael J. McGhan, State of Delaware in and
on behalf of William S. Goldberg, for New Castle County
Hanover Compressor Ted Collins, Jr.,
Company Melvyn N. Klein,
Alvin V. Shoemaker,
and Robert R. Furguson,
Defendants and Hanover
Compressor Company,
Nominal Defendant
F-54
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
These derivative lawsuits, which were filed by certain of Hanover's
shareholders against Hanover's Board of Directors purportedly on behalf of
Hanover, allege, among other things, that our directors breached their
fiduciary duties to shareholders and seek unspecified amounts of damages,
interest and costs, including legal fees. Hanover's Board of Directors has
formed a Special Litigation Committee to address the issues raised by the
derivative suits. Subject to the work of that Committee and the Board's
instructions, Hanover intends to defend these cases vigorously.
The putative class action securities lawsuit and the derivative lawsuits are
at early stage. Consequently, it is premature at this time to predict liability
or to estimate the damages, or the range of damages, if any, that Hanover might
incur in connection with such actions, or whether an adverse outcome could have
a material adverse effect on the Company's business, consolidated financial
condition, results of operations or cash flows.
On November 14, 2002, the Securities and Exchange Commission issued a Formal
Order of Private Investigation relating to the matters involved in the
restatement of our financial results. Hanover is cooperating fully with Fort
Worth District Office of the Securities and Exchange Commission. It is too soon
to determine whether the outcome of this investigation will have a material
adverse effect on the Company's business, consolidated financial condition,
results of operations or cash flows.
The Company is involved in various other legal proceedings that are
considered to be in the normal course of business. The Company believes that
these proceedings will not have a material adverse effect on its business,
consolidated financial position, results of operations or cash flows.
On August 19, 2002, Hanover elected Chad Deaton, former Executive Vice
President of Schlumberger Oilfield Services, as President, Chief Executive
Officer and a Director. Mr. Deaton, has twenty-five years experience in
oilfield services--15 domestic and 10 overseas--with the Dowell Division of Dow
Chemical and Schlumberger Ltd.
On August 2, 2002, Hanover announced the resignations of Chief Executive
Officer Michael J. McGhan and Chief Operating Officer Charles D. Erwin. On July
30 2002, Hanover announced the resignation of William S. Goldberg from the
Board of Directors, effective August 31, 2002.
In August 2002, Joe Bradford was not reappointed by Hanover's Board of
Directors to the position of Senior Vice President--Worldwide Operations
Development which he held previously. On September 27, 2002, Mr. Bradford
resigned from his employment with Hanover.
22. Industry Segments and Geographic Information
The Company manages its business segments primarily on the type of product
or service provided. The Company has five principal industry segments:
Rentals--Domestic, Rentals--International, Parts, Service and Used Equipment,
Compressor Fabrication and Production and Processing Equipment Fabrication. The
Rentals segments provide natural gas compression rental and maintenance
services to meet specific customer requirements. The Compressor Fabrication
Segment involves the design, fabrication and sale of natural gas compression
units to meet unique customer specifications. The Production and Processing
Equipment Fabrication Segment designs, fabricates and sells equipment utilized
in the production of crude oil and natural gas.
The Company evaluates the performance of its segments based on segment gross
profit. Segment gross profit for each segment includes direct operating
expenses. Costs excluded from segment gross profit include
F-55
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
selling, general and administrative, depreciation and amortization, leasing,
interest and income taxes. Amounts defined as "Other" include equity in income
of nonconsolidated affiliates, results of other insignificant operations and
corporate related items primarily related to cash management activities.
Revenues include sales to external customers and intersegment sales.
Intersegment sales are accounted for at cost, except for compressor fabrication
sales which are accounted for on an arms length basis. Intersegment sales and
any resulting profits are eliminated in consolidation. Identifiable assets are
tangible and intangible assets that are identified with the operations of a
particular segment or geographic region, or which are allocated when used
jointly. Capital expenditures include fixed asset purchases.
No single customer accounts for 10% or more of the Company's revenues for
all periods presented. One vendor accounted for approximately $41,200,000 of
the Company's purchases in 2000.
The following tables present sales and other financial information by
industry segment and geographic region for the years ended December 31, 2001,
2000 and 1999.
Industry Segments
Parts,
service Production
Domestic International and used Compressor equipment
rentals rentals equipment fabrication fabrication Other Eliminations Consolidated
-------- ------------- --------- ----------- ----------- -------- ------------ ------------
(in thousands)
2001 (Restated):
Revenues from external
customers............. $269,874 $130,902 $244,040 $223,519 $184,040 $ 18,322 $ -- $1,070,697
Intersegment sales..... 2,858 72,930 112,748 7,110 4,600 (200,246)
-------- -------- -------- -------- -------- -------- --------- ----------
Total revenues........ 269,874 133,760 316,970 336,267 191,150 22,922 (200,246) 1,070,697
Gross profit........... 174,671 85,107 77,203 35,397 36,216 18,322 -- 426,916
Identifiable assets.... 975,511 557,697 119,411 191,593 192,888 222,114 -- 2,259,214
Capital expenditures... 470,374 137,805 6,763 399 24,626 20,118 -- 660,085
Depreciation and
amortization.......... 45,029 33,685 2,996 4,774 3,362 -- -- 89,846
2000 (Restated):
Revenues from external
customers............. $172,517 $ 81,320 $129,366 $ 90,270 $ 79,121 $ 10,192 -- $ 562,786
Intersegment sales..... -- 1,200 31,086 89,963 3,653 7,413 $(133,315) --
-------- -------- -------- -------- -------- -------- --------- ----------
Total revenues........ 172,517 82,520 160,452 180,233 82,774 17,605 (133,315) 562,786
Gross profit........... 112,181 53,664 41,072 13,516 16,437 10,192 -- 247,062
Identifiable assets.... 426,424 431,362 13,226 202,390 125,377 45,485 -- 1,244,264
Capital expenditures... 214,425 58,801 -- 874 723 -- -- 274,823
Depreciation and
amortization.......... 30,102 15,117 160 4,381 3,122 -- -- 52,882
1999 (Restated):
Revenues from external
customers............. $136,430 $ 56,225 $ 39,130 $ 52,531 $ 27,255 $ 6,559 -- $ 318,130
Intersegment sales..... -- 1,200 38,656 75,139 4,821 -- $(119,816) --
-------- -------- -------- -------- -------- -------- --------- ----------
Total revenues........ 136,430 57,425 77,786 127,670 32,076 6,559 (119,816) 318,130
Gross profit........... 90,246 37,460 12,626 8,868 6,977 6,559 -- 162,736
Identifiable assets.... 432,649 249,800 -- 41,252 24,007 5,756 -- 753,464
Capital expenditures... 180,593 99,535 -- 1,469 1,343 -- -- 282,940
Depreciation and
amortization.......... 24,448 11,158 -- 702 1,029 -- -- 37,337
F-56
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2001, 2000 and 1999
Geographic Data
United
States International Consolidated
---------- ------------- ------------
(in thousands)
2001 (Restated):
Revenues from external customers. $ 760,439 $310,258 $1,070,697
Identifiable assets(1)........... 1,312,522 946,692 2,259,214
2000 (Restated):
Revenues from external customers. 440,799 121,987 562,786
Identifiable assets.............. 758,197 486,067 1,244,264
1999 (Restated):
Revenues from external customers. 257,992 60,138 318,130
Indentifiable assets............. 500,491 252,973 753,464
- --------
(1) Identifiable assets for international operations include approximately
$264,000,000 related to Venezuela, of which approximately $152,443,000
relates to the joint ventures acquired in connection with the POI
acquisition completed in August 2001.
23. Other Expenses
Other expenses during 2001 were $17,323,000, which included a $2,750,000
bridge loan commitment fee associated with HCLP's acquisition of POI, a
$5,013,000 write down of an investment in Aurion, a $965,000 litigation
settlement, $7,596,000 from the recognition of an unrealized loss related to
the change in fair value of the interest rate swaps as required under SFAS 133
(see Note 17) and $999,000 in other non-operating expenses.
F-57
HANOVER COMPRESSION LIMITED PARTNERSHIP
SELECTED QUARTERLY UNAUDITED FINANCIAL DATA
The table below sets forth selected unaudited financial information for each
quarter of the two years:
1st quarter 2nd quarter 3rd quarter 4th quarter(1)
----------- ----------- ----------- --------------
(in thousands)//
2001 (Restated):
Revenue(2)...... $229,944 $245,429 $282,294 $313,030
Gross profit(2). 93,368 97,006 113,583 122,959
Net income (2).. 20,952 23,166 22,533 14,554
2000 (Restated):
Revenue(3)...... $ 89,611 $112,689 $147,470 $213,016
Gross profit(3). 47,787 52,656 63,899 82,720
Net income(3)... 11,831 11,743 12,870 17,195
- --------
(1) The Company incurred other expenses during the fourth quarter of 2001 which
included a $5,013,000 write down of an investment in Aurion, a $965,000
litigation settlement, and $999,000 in other non-operating expenses. In
addition, the Company incurred a $5,511,000 translation loss related to its
foreign operations, primarily in Argentina and Venezuela.
(2) The Company restated the 2001 quarters for certain revenue recognition
matters as disclosed in Notes 19 and 20 and Hanover's 2001 10-Q/As. The
aggregate impact of the April and November restatements was as follows:
1st 2nd 3rd 4th
quarter quarter quarter quarter
---------- ---------- ---------- ----------
Increase/ Increase/ Increase/ Increase/
(Decrease) (Decrease) (Decrease) (Decrease)
---------- ---------- ---------- ----------
(in thousands)
Revenue..... $10,025 $(17,657) $(17,489) $(7,512)
Gross profit 3,480 (2,964) (3,366) 353
Net income.. 1,180 (2,652) (2,616) 218
(3) The Company restated its 2000 quarters for certain revenue recognition
matters as disclosed in Notes 19 and 20. The aggregate impact of the April
and November restatements was as follows:
1st 2nd 3rd 4th
quarter quarter quarter quarter
---------- ---------- ---------- ----------
Increase/ Increase/ Increase/ Increase/
(Decrease) (Decrease) (Decrease) (Decrease)
---------- ---------- ---------- ----------
(in thousands)
Revenue..... $(946) $(4,395) $(15,111) $(20,591)
Gross profit (539) (3,275) (5,740) (4,668)
Net income.. (333) (2,030) (3,540) (3,157)
F-58
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
(unaudited)
September 30, December 31,
2002 2001
------------- ------------
Restated
ASSETS
Current assets:
Cash and cash equivalents................................................... $ 22,186 $ 23,191
Accounts receivable, net.................................................... 208,110 272,450
Inventory................................................................... 219,244 215,655
Costs and estimated earnings in excess of billings on uncompleted contracts. 30,759 59,099
Prepaid taxes............................................................... -- 19,990
Other current assets........................................................ 44,407 25,081
---------- ----------
Total current assets.................................................... 524,706 615,466
Property, plant and equipment, net............................................. 1,231,689 1,151,513
Goodwill, net.................................................................. 200,438 242,178
Intangible and other assets.................................................... 72,577 71,729
Investment in non-consolidated affiliates...................................... 176,108 178,328
---------- ----------
Total assets............................................................ $2,205,518 $2,259,214
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Current maturities of long-term debt........................................ $ 6,251 $ 5,553
Accounts payable, trade..................................................... 53,283 119,077
Accrued liabilities......................................................... 165,405 152,435
Advance billings............................................................ 47,597 53,140
Billings on uncompleted contracts in excess of costs and estimated earnings. 4,780 7,152
---------- ----------
Total current liabilities............................................... 277,316 337,357
Long-term debt................................................................. 379,529 312,260
Other liabilities.............................................................. 129,525 130,276
Deferred income taxes.......................................................... 158,962 173,351
---------- ----------
Total liabilities....................................................... 945,332 953,244
---------- ----------
Commitments and contingencies (Note 7).........................................
Partners' equity:..............................................................
Partners' capital........................................................... 1,274,976 1,312,527
Accumulated other comprehensive income...................................... (14,790) (6,557)
---------- ----------
Total partners' equity.................................................. 1,260,186 1,305,970
---------- ----------
Total liabilities and partners' equity............................... $2,205,518 $2,259,214
========== ==========
The accompanying notes are an integral part of these financial statements.
F-59
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands)
(unaudited)
Nine Months Ended
September 30,
------------------
2002 2001
-------- --------
Restated
Revenues:
Rentals....................................................................... $394,014 $274,600
Parts, service and used equipment............................................. 188,013 168,017
Compressor fabrication........................................................ 85,285 168,061
Production and processing equipment fabrication............................... 99,771 135,760
Equity in income of non-consolidated affiliate................................ 13,928 3,751
Other......................................................................... 2,375 7,478
-------- --------
783,386 757,667
-------- --------
Expenses:
Rentals....................................................................... 128,335 92,663
Parts, service and used equipment............................................. 159,583 112,594
Compressor fabrication........................................................ 73,884 140,644
Production and processing equipment fabrication............................... 84,329 107,809
Selling, general and administrative........................................... 113,867 68,593
Depreciation and amortization................................................. 82,542 62,010
Leasing expense............................................................... 70,810 47,541
Interest expense.............................................................. 19,733 5,442
Foreign currency translation.................................................. 13,339 1,147
Change in fair value of derivative financial instruments...................... (1,530) 8,723
Goodwill impairment........................................................... 47,500 --
Other......................................................................... 14,837 2,750
-------- --------
807,229 649,916
-------- --------
Income (loss) before income taxes................................................ (23,843) 107,751
Provision for income taxes....................................................... 3,287 40,937
-------- --------
Net income (loss) before cumulative effect of accounting change.................. (27,130) 66,814
Cumulative effect of accounting change for derivative instruments, net of tax. -- (164)
-------- --------
Net income (loss)................................................................ (27,130) 66,650
Other comprehensive income (loss), net of tax:
Change in fair value of derivative financial instruments...................... (8,837) (7,914)
Foreign currency translation adjustment....................................... 604 (22)
-------- --------
Comprehensive income (loss)...................................................... $(35,363) $ 58,714
======== ========
The accompanying notes are an integral part of these financial statements.
F-60
HANOVER COMPRESSION LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
September 30,
--------------------
2002 2001
--------- ---------
Restated
Cash flows from operating activities:
Net income (loss)............................................................... $ (27,130) $ 66,650
Adjustments:
Depreciation and amortization.................................................. 82,542 62,010
Amortization of debt issuance costs and debt discount.......................... 1,039 1,385
Bad debt expense............................................................... 2,800 1,608
Gain on sale of property, plant and equipment.................................. (7,033) (4,157)
Equity in income of non-consolidated affiliates................................ (13,928) (3,035)
(Gain) loss on derivative instruments.......................................... (1,530) 8,723
Provision for inventory impairment and reserves................................ 13,826 2,401
Write down of non-consolidated affiliates...................................... 12,100 --
Goodwill impairment............................................................ 47,500 --
Stock compensation expense..................................................... 254 --
Pay-in-kind interest on Schlumberger note...................................... 14,244 1,098
Deferred income taxes.......................................................... 2,236 26,297
Changes in assets and liabilities, excluding business combinations:
Accounts receivable and notes................................................. 64,155 (21,018)
Inventory..................................................................... (9,108) (77,783)
Costs and estimated earnings in excess of billings on uncompleted contracts... 25,968 (33,284)
Accounts payable and other liabilities........................................ (65,853) 9,561
Advance billings.............................................................. (6,221) 16,094
Other......................................................................... (7,020) (5,311)
--------- ---------
Net cash provided by operating activities................................... 128,841 51,239
--------- ---------
Cash flows from investing activities:
Capital expenditures............................................................ (181,566) (484,830)
Payments for deferred lease transaction costs................................... (1,569) (17,738)
Proceeds from sale of property, plant and equipment............................. 51,741 582,557
Cash used for business combinations, net........................................ (19,317) (377,537)
Cash returned from unconsolidated subsidiary.................................... 10,580 --
Cash used to acquire investments in non-consolidated subsidiaries............... (6,750) (6,514)
--------- ---------
Net cash used in investing activities....................................... (146,881) (304,062)
--------- ---------
Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility........................ 35,500 (17,500)
Payments for debt issue costs................................................... (581) (205)
Partners' contribution (distribution), net...................................... (13,679) 262,306
Proceeds from employee stock purchase........................................... 276 --
Repayment of long-term debt and short-term notes................................ (2,612) (14,920)
--------- ---------
Net cash provided by financing activities................................... 18,904 229,681
--------- ---------
Effect of exchange rate changes on cash and equivalents........................... (1,869) (36)
--------- ---------
Net (decrease) increase in cash and cash equivalents.............................. (1,005) (23,178)
Cash and cash equivalents at beginning of period.................................. 23,191 45,484
--------- ---------
Cash and cash equivalents at end of period........................................ $ 22,186 $ 22,306
========= =========
Acquisitions of businesses:
Property, plant and equipment acquired.......................................... $ 38,847 $ 605,581
Other assets acquired, net of cash acquired..................................... 1,286 247,510
Goodwill........................................................................ -- 64,742
Liabilities..................................................................... (1,401) (64,264)
Debt issued..................................................................... (19,415) (215,305)
Deferred taxes.................................................................. -- (6,802)
Partner's non-cash capital contributions........................................ -- (253,925)
The accompanying notes are an integral part of these financial statements.
F-61
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Hanover
Compression Limited Partnership ("HCLP" or the "Company"), an indirectly wholly
owned subsidiary of Hanover Compressor Company ("Hanover"), included herein
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and the rules
and regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is the opinion of
management that the information furnished includes all adjustments, consisting
only of normal recurring adjustments, which are necessary to present fairly the
financial position, results of operations, and cash flows of HCLP for the
periods indicated. The financial statement information included herein should
be read in conjunction with the consolidated financial statements and notes
thereto for the year ended December 31, 2001. These interim results are not
necessarily indicative of results for a full year.
2. BUSINESS COMBINATIONS
2002 Acquisitions
In July 2002, the Company acquired a 92.5% interest in Wellhead Power Gates,
LLC ("Gates") for approximately $14,400,000 and had loaned approximately
$6,000,000 to Gates prior to the acquisition. Gates is a developer and owner of
a forty-six megawatt cycle peaking power facility in Fresno County, California.
This investment is accounted for as a consolidated subsidiary.
In July 2002, the Company acquired a 49.0% interest in Wellhead Power
Panoche, LLC ("Panoche") for approximately $6,800,000 and had loaned
approximately $5,000,000 to Panoche prior to the acquisition of its interest.
Panoche is a developer and owner of a forty-nine megawatt cycle peaking power
facility in Fresno County, California which is under contract with California
Department of Water Resources. This investment is accounted for under the
equity method of accounting.
In July 2002, the Company acquired certain assets of Voyager Compression
Services, LLC for approximately $2,500,000 in cash.
Material 2001 Acquisitions
In August 2001, the Company acquired 100% of the issued and outstanding
shares of the Production Operators Corporation natural gas compression
business, ownership interests in certain joint venture projects in South
America, and related assets ("POI") from Schlumberger for $761,000,000 in cash,
Hanover common stock and indebtedness, subject to certain post-closing
adjustments that to date have resulted in an increase in the purchase price to
approximately $778,000,000. Under the terms of the definitive agreement,
Schlumberger received approximately $280,000,000 in cash, $150,000,000 in a
long-term subordinated note and approximately 8,708,000 Hanover common shares,
or approximately 11% of the outstanding shares of Hanover common stock, which
are required to be held by Schlumberger for at least three years following the
closing date.
In March 2001, the Company purchased OEC Compression Corporation ("OEC") in
an all-stock transaction for approximately $101,800,000, including the
assumption and subsequent payment of approximately $64,600,000 million of OEC
indebtedness. The Company issued an aggregate of approximately 1,146,000 shares
of Hanover common stock to stockholders of OEC.
F-62
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The pro forma information set forth below assumes the acquisitions of POI
and OEC completed in 2001 are accounted for as if the purchases had occurred at
the beginning of 2001. The pro forma information is presented for informational
purposes only and is not necessarily indicative of the results of operations
that would have been achieved had the acquisitions been consummated at that
time (in thousands):
Nine Months Ended
September 30, 2001
------------------
Revenue................................................. $867,080
Net income before cumulative effect of accounting change 65,826
3. INVENTORIES
Inventory consisted of the following amounts (in thousands):
September 30, December 31,
2002 2001
------------- ------------
Restated
Parts and supplies $151,179 $146,877
Work in progress.. 46,061 46,091
Finished goods.... 22,004 22,687
-------- --------
$219,244 $215,655
======== ========
During the nine months ended September 30, 2002, the Company recorded
approximately $13,826,000 in inventory write downs and reserves for parts and
power generation inventory which was either obsolete, excess or carried at a
price above market value.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
September 30, December 31,
2002 2001
------------- ------------
Restated
Compression equipment and facilities $1,272,385 $1,171,282
Equipment under capitalized lease... 20,000 --
Land and buildings.................. 75,738 55,570
Transportation and shop equipment... 70,009 61,848
Other............................... 29,049 23,848
---------- ----------
1,467,181 1,312,548
Accumulated depreciation............ (235,492) (161,035)
---------- ----------
$1,231,689 $1,151,513
========== ==========
After a review of the estimated economic lives of its compression fleet, on
July 1, 2001 the Company changed its estimate of the useful life of certain
compression equipment to range from 15 to 30 years instead of a uniform 15 year
depreciable life. The Company's new estimated lives are based upon its
experience, maintenance program and the different types of compressors
presently in its rental fleet. The Company believes its new estimate reflects
the economic useful lives of the compressors more accurately than a uniform
useful life applied to all compressors regardless of their age or performance
characteristics. The effect of this change in estimate on the nine months ended
September 30, 2002 was a decrease in depreciation expense of approximately
$10,700,000 and an increase in net income of approximately $6,400,000.
F-63
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
5. LONG-TERM DEBT
Long-term debt consisted of the following (in thousands):
September 30, December 31,
2002 2001
------------- ------------
Bank credit facility...................................................... $192,500 $157,000
Schlumberger note, interest at 10.50%..................................... 166,484 150,000
Real estate mortgage, interest at 7.5%, collateralized by certain land and
buildings, payable through 2002......................................... 3,333 3,583
Capitalized lease......................................................... 18,911 --
Other, interest at various rates, collateralized by equipment and other
assets, net of unamortized discount..................................... 4,552 7,230
-------- --------
385,780 317,813
Less-- current maturities................................................. (6,251) (5,553)
-------- --------
$379,529 $312,260
======== ========
The Company's amended and restated bank credit facility provides for a
$350,000,000 revolving credit facility that matures on November 30, 2004.
Advances bear interest at the bank's prime or a negotiated rate (3.6% and 3.9%
at September 30, 2002 and December 31, 2001, respectively). A commitment fee of
0.35% per annum on the average available commitment is payable quarterly. The
credit facility contains certain financial covenants and limitations on, among
other things, indebtedness, liens, leases and sales of assets. The credit
facility also limits the payment of cash dividends on the Hanover's common
stock to 25% of net income for the respective period.
As a result of the restatement of its consolidated financial statements for
the period ended December 31, 2000 and nine months ended September 30, 2001 and
other compliance provisions, the Company was not in compliance with certain
covenants in its bank credit facility and lease agreements. The Company
obtained waivers and amendments during the first quarter of 2002 and is
currently in compliance with all applicable covenants.
In connection with the POI Acquisition on August 31, 2001, the Company
issued a $150,000,000 subordinated acquisition note to Schlumberger, which
matures December 15, 2005. Interest on the subordinated acquisition note
accrues and is payable-in-kind at the rate of 8.5% annually through February
28, 2002, 10.5% for the following six months and rates periodically increasing
in increments of 1% to 2% per annum thereafter to a maximum interest rate after
March 2005 of 15.5%. In the event of an event of default under the subordinated
acquisition note, interest will accrue at a rate of 2% above the then
applicable rate. The subordinated acquisition note is subordinated to all of
the Company's indebtedness other than indebtedness to fund future acquisitions.
In the event that Hanover completes an offering of equity securities, the
Company is required to apply the proceeds of the offering to repay amounts
outstanding under the subordinated acquisition note as long as no default
exists or would exist under the Company's other indebtedness as a result of
such payment.
6. ACCOUNTING FOR DERIVATIVES
The Company adopted Statement of Financial Accounting Standard ("SFAS") 133
on January 1, 2001. SFAS 133 requires that all derivative instruments
(including certain derivative instruments embedded in other contracts) be
recognized in the balance sheet at fair value, and that changes in such fair
values be recognized in earnings unless specific hedging criteria are met.
Changes in the values of derivatives that meet these hedging
F-64
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
criteria will ultimately offset related earnings effects of the hedged item
pending recognition in earnings. Prior to 2001, the Company entered into two
interest rate swaps which are outstanding at September 30, 2002 with notional
amounts of $75,000,000 and $125,000,000 and strike rates of 5.51% and 5.56%,
respectively. These swaps were to expire in July 2001, but were extended for an
additional two years at the option of the counterparty. The difference paid or
received on the swap transactions is recorded as an accrued lease liability and
is recognized in leasing expense. These swap transactions expire in July 2003.
During the nine months ended September 30, 2002 and 2001, the Company
recognized an unrealized gain of approximately $1,530,000 and a loss of
approximately $8,723,000, respectively, related to the change in the fair value
of these interest rate swaps in the statement of operations because management
decided not to designate the interest rate swaps as hedges at the time they
were extended by the counterparty. At September 30, 2002, $6,320,000 was
recorded in accrued liabilities with respect to the fair value adjustment
related to these interest rate swaps. The fair value of these interest rate
swaps will fluctuate with changes in interest rates over their remaining terms
and the fluctuations will be recorded in the statement of operations.
During the second quarter of 2001, the Company entered into three additional
interest rate swaps to convert variable lease payments under certain lease
arrangements to fixed payments as follows:
Lease Maturity Date Strike Rate Amount Notional
----- ------------- ----------- ---------------
March 2000.. 3/11/05 5.2550% $100,000,000
August 2000. 3/11/05 5.2725% $100,000,000
October 2000 10/26/05 5.3975% $100,000,000
These three swaps, which the Company has designated as cash flow hedging
instruments, meet the specific hedge criteria and any changes in their fair
values have been recognized in other comprehensive income. During the nine
months ended September 30, 2002, the Company recorded a $8,837,000 loss in
other comprehensive income, net of tax, and $11,213,000 was included in accrued
current liabilities and $11,725,000 in other long-term liabilities with respect
to the fair value adjustment related to these three swaps.
The counterparties to all of the Company's interest rate swap agreements are
major international financial institutions. The Company continually monitors
the credit quality of these financial institutions and does not expect
non-performance by any counterparty.
7. COMMITMENTS AND CONTINGENCIES
Commencing in February 2002, approximately 15 putative securities class
action lawsuits were filed against Hanover and certain of its officers and
directors in the United States District Court for the Southern District of
Texas. These class actions have been consolidated into one case, Pirelli
Armstrong Tire Corporation Retiree Medical Benefits Trust, On Behalf of Itself
and All Others Similarly Situated, Civil Action No. H-02-CV-0410, naming as
defendants Hanover Compressor Company, Mr. Michael J. McGhan, Mr. William S.
Goldberg and Mr. Michael A. O'Connor. The plaintiffs in the securities actions
purport to represent purchasers of Hanover's common stock during various
periods ranging from May 15, 2000 through January 28, 2002. The complaints
assert various claims under Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 and seek unspecified amounts of compensatory damages, interest and
costs, including legal fees. Motions are pending for appointment of lead
plaintiff(s). A consolidated complaint is due 30 days after the Court appoints
lead plaintiff(s).
Commencing in February 2002, four derivative lawsuits were filed in the
United States District Court for the Southern District of Texas, two derivative
lawsuits were filed in state district court for Harris County, Texas (one of
which was nonsuited and the second of which was removed to Federal District
Court for the Southern District of Texas) and one derivative lawsuit was filed
in the Court of Chancery for the State of Delaware in and for New
F-65
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Castle County. The derivative actions in the United States District Court for
the Southern District of Texas were consolidated on August 19 and August 26,
2002. Motions are currently pending for appointment of lead counsel in the
consolidated derivative actions in the Southern District of Texas. The pending
derivative lawsuits are:
Plaintiff Defendants Civil Action No. Court Date Instituted
- ------------------------- ---------------------- -------------------- ---------------------- ---------------
Harbor Finance Partners, Michael J. McGhan, H-02-0761 United States District 3/01/02
derivatively on behalf of William S. Goldberg, Court for the Southern
Hanover Compressor Ted Collins, Jr., District of Texas
Company Robert R. Furguson,
Melvyn N. Klein,
Michael A. O'Connor,
Alvin V. Shoemaker,
Defendants and Hanover
Compressor Company,
Nominal Defendant
Roger Koch, Michael A. O'Connor, H-02-1332 United States District 4/10/02
derivatively on behalf of William S. Goldberg, Court for the Southern
Hanover Compressor Melvyn N. Klein, District of Texas
Company Michael J. McGhan,
Ted Collins, Jr.,
Robert R. Furguson, consolidated
Rene J. Huck, with H-02-0761
Alvin V. Shoemaker, on 8/19/02
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
Henry Carranza, Michael A. O'Connor, H-02-1430 United States District 4/18/02
derivatively on William S. Goldberg, Court for the Southern
behalf of Hanover Melvyn N. Klein, consolidated with District of Texas
Compressor Company Michael J. McGhan, H-02-0761 on 8/19/02
Ted Collins, Jr.,
Robert R. Furguson,
Rene J. Huck,
Alvin V. Shoemaker,
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
William Steves, Michael A. O'Connor, H-02-1527 United States District 4/27/02
derivatively on William S. Goldberg, Court for the Southern
behalf of Hanover Melvyn N. Klein, consolidated with District of Texas
Compressor Company Michael J. McGhan, H-02-0761 on 8/19/02
Ted Collins, Jr.,
Robert R. Furguson,
Rene J. Huck,
Alvin V. Shoemaker,
Victor E. Grijalva,
Gordon T. Hall,
I. Jon Brumley,
Defendants and Hanover
Compressor Company,
Nominal Defendant
F-66
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Plaintiff Defendants Civil Action No. Court Date Instituted
- ------------------ ----------------------- ----------------------- ------------------------- ---------------
John B. Hensley, Michael J. McGhan, H-02-2994 270th Judicial District, 6/20/02
Jr., derivatively William S. Goldberg, Harris County, Texas;
on behalf of Michael A. O'Connor, consolidated with removed to the United
Hanover Compressor Ted Collins, Jr., H-02-0761 as of 8/26/02 States District Court
Company Alvin Shoemaker, for the Southern
Robert R. Furguson, District of Texas on
Melvyn N. Klein, August 9, 2002
Charles D. Erwin,
PricewaterhouseCoopers
LLP, Defendants and
Hanover Compressor
Company, Nominal
Defendant
Coffelt Family, Michael A. O'Connor, 19410-NC Court of Chancery for the 2/15/02
LLC, derivatively Michael J. McGhan, State of Delaware in and
on behalf of William S. Goldberg, for New Castle County
Hanover Compressor Ted Collins, Jr.,
Company Melvyn N. Klein,
Alvin V. Shoemaker,
and Robert R. Furguson,
Defendants and Hanover
Compressor Company,
Nominal Defendant
These derivative lawsuits, which were filed by certain of Hanover's
shareholders against Hanover's Board of Directors purportedly on behalf of
Hanover, allege, among other things, that our directors breached their
fiduciary duties to shareholders and seek unspecified amounts of damages,
interest and costs, including legal fees. Hanover's Board of Directors has
formed a Special Litigation Committee to address the issues raised by the
derivative suits. Subject to the work of that Committee and its instructions,
Hanover intends to defend these cases vigorously.
The putative class action securities lawsuit and the derivative lawsuits are
at early stage. Consequently, it is premature at this time to predict liability
or to estimate the damages, or the range of damages, if any, that Hanover might
incur in connection with such actions, or whether an adverse outcome could have
a material adverse effect on the Company's business, consolidated financial
condition, results of operations or cash flows.
On November 14, 2002, the Securities and Exchange Commission issued a Formal
Order of Private Investigation relating to the matters involved in the
restatement of our financial results. Hanover is cooperating fully with Fort
Worth District office staff of the Securities and Exchange Commission. It is
too soon to determine whether the outcome of this investigation will have a
material adverse effect on the Company's business, consolidated financial
condition, results of operations or cash flows.
The Company is involved in various other legal proceedings that are
considered to be in the normal course of business. The Company believes that
these proceedings will not have a material adverse effect on its business,
consolidated financial position, results of operations or cash flows.
8. RELATED PARTY TRANSACTIONS
In January 2002, HCLP advanced cash of $400,000 to Michael J. McGhan, who
served as the Company's President and Chief Executive Officer until August 1,
2002, and $100,000 to Robert O. Pierce, Senior Vice President--Manufacturing
and Fabrication, in return for notes. These notes were repaid in September
2002. In addition, during 2001 the Company advanced cash of $2,200,000 to Mr.
McGhan, which, together with accrued interest, was outstanding as of September
30, 2002. All of these extensions of credit were made before July 30,
F-67
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
2002 and have not been modified since that date. In addition, in exchange for
unsecured notes, the Company has loaned approximately $2,269,000 to employees
who were subject to margin calls, which together with interest were outstanding
as of September 30, 2002.
On July 29, 2002, Hanover purchased 147,322 shares of its common stock from
Mr. McGhan for $8.96 per share for a total of $1,320,000. The price per share
was determined by reference to the closing price quoted on New York Stock
Exchange on July 29, 2002. Hanover's board of directors determined to purchase
the shares from Mr. McGhan because he was subject to a margin call during a
blackout period under our insider trading policy, and therefore, could not sell
such shares to the public to cover the margin call without being in violation
of the policy.
On September 18, 2002, Hanover purchased 30,054 shares of our common stock
from Mr. Pierce for $9.60 per share for a total of $288,500. The price per
share was determined by reference to the closing price quoted on the New York
Stock Exchange on September 18, 2002. Hanover's Board of Directors determined
to purchase the shares from Mr. Pierce because it was necessary for him to sell
shares to repay the loans to Hanover and to a third party during a blackout
period under our insider trading policy and therefore could not sell shares of
our stock in the open market to repay the loans.
On August 1, 2002, the Company entered into a Separation Agreement with Mr.
McGhan. The effective date of the agreement is August 1, 2002, and the
agreement sets forth a mutual agreement to sever the relationships between Mr.
McGhan and the Company, including the employment relationships of Mr. McGhan
with the Company and its affiliates. In the agreement, the parties also
documented their understandings with respect to: (i) the posting of additional
collateral by Mr. McGhan to secure repayment of $2.6 million owed by Mr. McGhan
to the Company; and (ii) certain waivers and releases by Mr. McGhan. In the
agreement, Mr. McGhan has made certain representations as to the status of the
outstanding loans payable by Mr. McGhan to the Company, the documentation for
the loans and the enforceability of the his obligations under the loan
documents. The loans were not modified and must be repaid in accordance with
their original terms. In addition, the agreement provides that Mr. McGhan may
exercise his vested stock options pursuant to the post-termination exercise
periods set forth in the applicable plan. Since the date of the agreement Mr.
McGhan has exercised all such vested options. In addition, Mr. McGhan agreed,
among other things, not to compete with the Company and not to solicit Company
employees or customers under terms described in the agreement for a period of
twenty-four months after the effective date of the agreement. In consideration
for this non-compete/non-solicit agreement, the Company agreed to pay Mr.
McGhan $33,333. per month for a period of eighteen months after the effective
date of the agreement.
On August 2, 2002, the Company entered into a Separation Agreement with Mr.
Charles D. Erwin. The effective date of the agreement is August 2, 2002, and
the agreement sets forth a mutual agreement to sever the relationships between
Mr. Erwin and the Company, including the employment relationships of Mr. Erwin
with the Company and its affiliates. In the agreement, the parties also
documented their understandings with respect to: (i) the posting of additional
collateral by Mr. Erwin to secure repayment of $583,692 owed by Mr. Erwin to
the Company; (ii) certain waivers and releases by Mr. Erwin; and (iii) the
payment of a reasonable and customary finders fee for certain proposals brought
to the Company's attention by Mr. Erwin during the twenty-four month period
after the effective date of the agreement. In the agreement, Mr. Erwin has made
certain representations as to the status of the outstanding loan payable by Mr.
Erwin to the Company, the documentation for the loan and the enforceability of
the his obligations under the loan documents. The loan was not modified and
must be repaid in accordance with its original terms. In addition, the
agreement provides that Mr. Erwin may exercise his vested stock options
pursuant to the post-termination exercise periods set forth in the applicable
plan. Since the date of the Agreement, Mr. Erwin has exercised all such vested
stock options. Mr. Erwin's non-vested stock options were forfeited as of August
2, 2002. In addition, Mr. Erwin agreed, among other things, not to compete with
the
F-68
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Company and not to solicit Company employees or customers under terms described
in the agreement for a period of twenty-four months after the effective date of
the agreement. In consideration for this non-compete/non-solicit agreement, the
Company agreed to pay Mr. Erwin $20,611 per month for a period of eighteen
months after the effective date of the agreement.
9. NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets". Under SFAS 142, amortization of goodwill over an estimated useful life
will be discontinued. Instead, goodwill amounts will be subject to a
fair-value-based annual impairment assessment. The standard also requires
acquired intangible assets to be recognized separately and amortized as
appropriate. SFAS 142 became effective for HCLP on January 1, 2002. For the
nine months ended September 30, 2001, goodwill amortization was approximately
$7,945,000. The transition provisions of SFAS 142 required us to identify our
reporting units and perform an initial impairment assessment of the goodwill
attributable to each reporting unit as of January 1, 2002. The Company
performed its initial impairment assessment and determined that its reporting
units are the same as its business segments and that no impairment existed as
of January 1, 2002. However, due to a downturn in the Company's business and
changes in the business environment in which it operate, the Company completed
an additional impairment analysis as of June 30, 2002. As a result of the test
performed as of June 30, 2002, the Company recorded an estimated $47,500,000
impairment of goodwill attributable to its production and processing equipment
fabrication business unit. The second step of the impairment test required the
Company to allocate the fair value of the reporting unit to the production and
processing equipment businesses' assets. The Company performed the second step
of the goodwill impairment test in the third quarter of 2002 and determined
that no adjustment to the impairment, recorded in the second quarter, was
required. The fair value of reporting units was estimated using a combination
of the expected present value of future cash flows and the market approach,
which uses actual market sales.
The table below presents the carrying amount of goodwill at (in thousands):
September 30,
2002
- -------------
Domestic rentals.................... $ 94,148
International rentals............... 34,033
Parts, service and used equipment... 53,081
Compressor and accessory fabrication 19,176
--------
Total............................ $200,438
========
The table below presents HCLP results as if goodwill had not been amortized
(in thousands):
Nine Months Ended
September 30, 2001
------------------
Net income (as reported)......... $66,650
Goodwill amortization, net of tax 6,038
-------
Net income....................... $72,688
=======
In June 2001, the FASB issued SFAS 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets". SFAS 143 establishes the
accounting standards for the recognition and measurement of an asset retirement
obligation and its associated asset retirement cost. This statement becomes
effective for HCLP on January 1, 2003. The Company is currently assessing the
new standard and has not yet determined the impact on its consolidated results
of operations, cash flows or financial position.
F-69
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." The new rules supersede SFAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of." The new rules retain many of the fundamental recognition and
measurement provisions of SFAS 121, but significantly change the criteria for
classifying an asset as held-for-sale. SFAS 144 is effective for fiscal years
beginning after December 15, 2001. The Company has adopted the new standard,
which had no material effect on its consolidated results of operations, cash
flows or financial position.
In April 2002, the FASB issued SFAS 145, "Rescission of FSAB Statements No.
4, 44, and 64, Amendment of FSAB Statement No. 13, and Technical Corrections".
The Statement updates, clarifies and simplifies existing accounting
pronouncements. Provisions of SFAS 145 related to the rescission of Statement 4
are effective for HCLP on January 1, 2003. The provisions of SFAS 145 related
to SFAS 13 are effective for transactions occurring after May 15, 2002. The
Company has adopted the provisions of the new standard related to SFAS 13,
which had no material effect on its consolidated results of operations, cash
flows or financial position.
In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities, such as
restructuring, involuntarily terminating employees, and consolidating
facilities, initiated after December 31, 2002. The Company is currently
assessing the new standard and has not yet determined the impact on its
consolidated results of operations, cash flows or financial position.
10. REPORTABLE SEGMENTS
The Company manages its business segments primarily on the type of product
or service provided. The Company has five principal industry segments:
Rentals--Domestic; Rentals--International; Parts, Service and Used Equipment;
Compressor and Accessory Fabrication and Production and Processing Equipment
Fabrication. The rentals segments provide natural gas compression and
associated equipment rental and maintenance services to meet specific customer
requirements. The parts, service and used equipment segment provides used
equipment, both new and used parts directly to customers, as well as complete
maintenance services for customer owned packages. The compressor and accessory
fabrication segment involves the design, fabrication and sale of natural gas
compression units and fabricated accessories to meet unique customer
specifications. The production and processing equipment fabrication segment
designs, fabricates and sells equipment utilized in the production of crude oil
and natural gas.
The Company evaluates the performance of its segments based on segment gross
profit. Segment gross profit for each segment includes direct operating
expenses. Costs excluded from segment gross profit include selling, general and
administrative, depreciation and amortization, leasing, interest, distributions
on mandatorily redeemable convertible preferred securities and income taxes.
Amounts defined as "Other" include equity in income of non-consolidated
affiliates, results of other insignificant operations and corporate related
items primarily related to cash management activities. Revenues include sales
to external customers and inter-segment sales. Inter-segment sales are
accounted for at cost except for compressor fabrication sales which are
accounted for on an arms length basis. Intersegment sales and resulting profits
are eliminated in consolidation. Identifiable assets are tangible and
intangible assets that are identified with the operations of a particular
segment or geographic region, or which are allocated when used jointly.
F-70
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following table presents sales and other financial information by
reportable segment for the nine months ended September 30, 2002 and 2001 (in
thousands).
Parts, Compressor
service and Production
Domestic International and used accessory equipment
rentals rentals equipment fabrication fabrication Other Eliminations Consolidated
- - -------- ------------- --------- ----------- ----------- -------- ------------ ------------
September 30, 2002:
Revenues from external
customers............ $250,402 $143,612 $188,013 $ 85,285 $ 99,771 $ 16,303 -- $ 783,386
Intersegment sales.... -- 1,057 39,689 56,625 8,211 8,397 (113,979) --
-------- -------- -------- -------- -------- -------- --------- ----------
Total revenues........ 250,402 144,669 227,702 141,910 107,982 24,700 (113,979) 783,386
Gross profit.......... 161,922 103,757 28,430 11,401 15,442 16,303 -- 337,255
Identifiable assets... 918,657 713,243 101,076 138,833 135,204 198,505 -- 2,205,518
September 30, 2001
(Restated):
Revenues from external
customers............ $185,627 $ 88,973 $168,017 $168,061 $135,760 $ 11,229 $ -- $ 757,667
Intersegment sales.... -- 2,845 37,428 49,713 4,763 3,507 (98,256) --
-------- -------- -------- -------- -------- -------- --------- ----------
Total revenues........ 185,627 91,818 205,445 217,774 140,523 14,736 (98,256) 757,667
Gross profit.......... 122,290 59,647 55,423 27,417 27,951 11,229 -- 303,957
Identifiable assets... 839,842 596,246 128,888 185,220 171,192 215,869 -- 2,137,257
11. OTHER EXPENSE
The Company reviews for the impairment of long-lived assets, including
property, plant and equipment, goodwill, intangibles and investments in
non-consolidated affiliates whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable or a
decline in value may be other than temporary. An impairment loss exists when
estimated undiscounted cash flows expected to result from the use of the asset
and its eventual disposition are less than its carrying amount. The impairment
loss recognized represents the excess of the assets carrying value as compared
to its estimated fair market value.
Other expenses recorded during the nine months ended September 30, 2002 were
$14,837,000. Other expense includes a $12,100,000 write-down of investments in
three non-consolidated affiliates which have experienced a decline in value
which the Company believes to be other than temporary, a $525,000 write off of
a purchase option for an acquisition which the Company has abandoned and a
$2,000,000 write down of a note receivable from Aurion Technologies, Inc. and
$212,000 in other costs. The $2,750,000 for the nine months ended September 30,
2001 related to bridge loan financing fees.
12. MANAGEMENT CHANGES AND RESTATEMENTS
On August 19, 2002, Hanover elected Chad Deaton, former Executive Vice
President of Schlumberger Oilfield Services, as President, Chief Executive
Officer and a Director. Mr. Deaton, has twenty-five years experience in
oilfield services--15 domestic and 10 overseas--with the Dowell Division of Dow
Chemical and Schlumberger Ltd.
On August 2, 2002, Hanover announced the resignations of Chief Executive
Officer Michael J. McGhan and Chief Operating Officer Charles D. Erwin. On July
30 2002, Hanover announced the resignation of William S. Goldberg from the
Board of Directors, effective August 31, 2002.
F-71
HANOVER COMPRESSION LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
In August 2002, Joe Bradford was not reappointed by Hanover's Board of
Directors to the position of Senior Vice President--Worldwide Operations
Development which he held previously. On September 27, 2002, Mr. Bradford
resigned from his employment with Hanover.
Restatements
In April 2002, HCLP restated its financial statements based upon an
investigation that was conducted by counsel under the direction of Hanover's
Audit Committee. The net effect of this restatement for the year ended December
31, 2000 was as follows: (i) a decrease in revenues of $37,748,000, from
$603,829,000 to $566,081,000; (ii) a decrease in income before taxes of
$11,999,000, from $99,839,000 to $87,840,000; and (iii) a decrease in net
income of $7,535,000, from $62,699,000 to $55,164,000. The net effect of this
restatement for the nine months ended September 30, 2001 was as follows: (i) a
decrease in revenues of $25,121,000, from $782,788,000 to $757,667,000; (ii) a
decrease in income before income taxes of $5,879,000, from $114,346,000 to
$108,467,000; and (iii) a decrease in net income of $3,646,000, from
$70,738,000 to $67,092,000. While HCLP did not believe any additional matters
would require restatement when it made its April 2002 restatement, and although
the amounts involved in the restatements announced in August and October 2002
are small in the context of our overall revenues and net income, additional
information came to light as part of the investigation conducted by Hanover's
Special Litigation Committee of the board since the April 2002 restatement that
made the restatements announced in August and October 2002 appropriate under
the circumstances.
A Special Committee of Hanover's Board of Directors together with the Audit
Committee of the Board and its management, aided by outside legal counsel,
recently completed an extensive investigation of certain transactions recorded
during 2001, 2000 and 1999, including those transactions restated by HCLP in
April 2002. As a result of this investigation, HCLP determined to restate its
2001, 2000 and 1999 financial statements for several transactions, including
one that was the subject of the April 2002 restatement.
The net effect on HCLP's financial statements of the restatements announced
by Hanover in August and October 2002 for the year ended December 31, 2001 was
as follows:(i) a decrease in revenues of $7,512,000, from $1,078,209,000 to
$1,070,697,000; (ii) a decrease in income before income taxes of $363,000, from
$131,590,000 to $131,227,000; and (iii) a decrease in net income of $224,000,
from $81,429,000 to $81,205,000.
The net effect on HCLP's financial statements of the restatements announced
by Hanover in August and October 2002 for the nine months ended September 30,
2001 was as follows:(i) a decrease in income before income taxes of $716,000,
from $108,467,000 to $107,751,000; and (ii) a decrease in net income of
$442,000, from $67,092,000 to $66,650,000.
The net effect on HCLP's financial statements of the restatements announced
by Hanover in August and October 2002 for the year ended December 31, 2000 was
as follows: (i) a decrease in revenues of $3,295,000, from $566,081,000 to
$562,786,000; (ii) a decrease in income before income taxes of $2,461,000, from
$87,840,000 to $85,379,000; and (iii) a decrease in net income of $1,525,000,
from $55,164,000 to $53,639,000.
The net effect on HCLP's financial statements of the restatements announced
by Hanover in August and October for the year ended December 31, 1999 was as
follows: (i) a decrease in revenues of $5,090,000, from $323,220,000 to
$318,130,000; (ii) a decrease in income before income taxes of $3,123,000, from
$63,864,000 to $60,741,000; and (iii) a decrease in net income of $1,986,000,
from $40,618,000 to $38,632,000.
The Company is providing information concerning its completed internal
investigations to the Securities and Exchange Commission.
F-72
13. SUBSEQUENT EVENT
In July 2002, we increased our ownership of Belleli to 40.3% from 20.3% by
converting a $4.0 million loan to Belleli into additional equity ownership. In
November 2002, we increased our ownership to 51% by converting a $9.4 million
loan to a third party into additional equity ownership. Due to the November
transaction, we will consolidate Belleli's financials with ours which is
expected to increase our revenues by approximately $10 to $15 million in the
fourth quarter of 2002. However, after related expenses and taking the minority
interest into account, the increase in our ownership in Belleli is not expected
to have any immediate material effect on our net income.
F-73
Report of Independent Accountants on Financial Statement Schedule
To the Managers of the General Partner of
Hanover Compression Limited Partnership:
Our audits of the consolidated financial statements of Hanover Compression
Limited Partnership referred to in our report dated May 2, 2002, except for
Notes 20 and 21, as to which the date is November 18, 2002, appearing on page
F-16 of this Amendment No. 2 to Registration Statement on Form S-4 also
included an audit of the financial statement schedule listed in Item 21(b) of
this Amendment No. 2 to Registration Statement on Form S-4. In our opinion,
this financial statement schedule presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements.
/S/ PRICEWATERHOUSECOOPERS LLP
Houston, Texas
May 2, 2002
S-1
SCHEDULE II
HANOVER COMPRESSION LIMITED PARTNERSHIP
VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Charged to Balance at
Beginning of Costs and End of
Description Period Expenses Deductions Period
----------- ------------ ---------- ---------- ----------
Allowance for doubtful accounts deducted from accounts
receivable in the balance sheet--
2001............................................... $2,659,000 $4,860,000 $1,219,000(1) $6,300,000
2000............................................... 1,730,000 3,198,000 2,269,000(1) 2,659,000
1999............................................... 1,212,000 1,476,000 958,000(1) 1,730,000
Allowance for obsolete and slow moving inventory
deducted from inventories in the balance sheet......
2001(3)............................................ $ 560,000 $2,336,000 $ 795,000(2) $2,101,000
- --------
(1) Uncollectible accounts written off, net of recoveries.
(2) Obsolete inventory written off at cost, net of value received.
(3) Amounts for 2000 and 1999 were not material.
S-2
================================================================================
$250,000,000
8.75% Senior Secured Notes Due 2011
that have been registered under the Securities Act of 1933
for
all outstanding unregistered 8.75% Senior Secured Notes Due 2011
($250,000,000 principal amount outstanding)
of
Hanover Equipment Trust 2001B
payable from lease obligations of
and guaranteed by
Hanover Compression Limited Partnership
which lease obligations and notes are guaranteed by
Hanover Compressor Company
-----------------
PROSPECTUS
, 2002
-----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
Hanover Equipment Trust 2001B
Hanover Equipment Trust 2001B is a Delaware business trust. Section 3817 of
the Delaware Business Trust Act permits a business trust to indemnify and hold
harmless any trustee or beneficial owner or other person from and against any
and all claims and demands whatsoever.
Section 4.3 of the Issuer's trust agreement provides that the trustee need
not take any action under the trust agreement unless the trustee has been
indemnified by HCLP, or if the trustee believes that such indemnity is
inadequate, by the Issuer's equity certificate holder against any liability,
fee, cost or expense (including reasonable attorneys' fees) that may be
incurred or charged in connection with such action, except for liability
resulting from the willful misconduct or gross negligence of the Issuer or the
trustee or from the failure of the Issuer or the trustee to use ordinary care
in the receiving, handling and disbursement of funds received by it in
accordance with the terms of the trust agreement.
Hanover Compressor Company
Hanover Compressor Company is a Delaware corporation. It is empowered by
Section 145 of the Delaware General Corporation Law (the "DGCL"), subject to
the procedures and limitations stated therein, to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding by reason of the fact that such person
is or was a director, officer, employee or agent of the company, or is or was
serving at the request of the company as a director, officer, employee or agent
of another corporation or other enterprise, against reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually incurred by him in connection with such action, suit or proceeding, if
such director, officer, employee or agent acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Hanover is required by
Section 145 to indemnify any person against reasonable expenses (including
attorneys' fees) actually incurred by him in connection with an action, suit or
proceeding in which he is a party because he is or was a director, officer,
employee or agent of the company or is or was serving at the request of the
company as a director, officer, employee or agent of another corporation or
other enterprise, if he has been successful, on the merits or otherwise, in the
defense of the action, suit or proceeding. Section 145 also allows a
corporation to purchase and maintain insurance on behalf of any such person
against any liability asserted against him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Section 145. In
addition, Section 145 provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise.
Article Eight of Hanover's charter provides that it shall indemnify and hold
harmless all of its officers and directors and advance expenses reasonably
incurred by such officers and directors in defending any civil, criminal,
administrative or investigative action, suit or proceeding, in accordance with
and to the fullest extent permitted by Section 145 of the DGCL. Hanover
maintains directors and officers insurance covering them for certain
liabilities, including liabilities under the securities laws.
Hanover Compression Limited Partnership
Hanover Compression Limited Partnership is a Delaware limited partnership.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the
"DRUPLA") permits a limited partnership to indemnify and hold harmless any
partner or other person from and against any and all claims and demands
whatsoever.
II-1
Article VII of HCLP's limited partnership agreement provides that HCLP shall
indemnify and hold harmless each general partner and limited partner and its
respective equity holders, members, directors, officers, employees, agents and
affiliates (each a "Covered Person") against claims or liabilities, including
legal fees and other expenses reasonably incurred, arising out of the
activities of HCLP or any action taken by the Covered Person on behalf of HCLP
pursuant to authority granted by HCLP's limited partnership agreement. This
indemnification does not cover claims or liabilities (i) incurred as a result
of the gross negligence, willful misconduct or bad faith of a Covered Person,
or a knowing and material violation of the provisions of HCLP's limited
partnership agreement, (ii) as to which indemnification is barred under federal
securities law, the DRULPA or other applicable law, or (iii) as to a Covered
Person's share as partner in any losses or expenses of HCLP.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
No. Description of Exhibit
- --- ----------------------
3.1 Certificate of Trust of Hanover Equipment Trust 2001B *
3.2 Amended and Restated Trust Agreement of Hanover Equipment Trust 2001B, dated as of August 30,
2001, between General Electric Capital Corporation, as Certificate Holder, and Wilmington Trust
Company, as Trustee *
3.3 Certificate of Limited Partnership of Hanover Compression Limited Partnership *
3.4 Certificate of Amendment to Certificate of Limited Partnership of Hanover Compression Limited
Partnership, dated as of January 2, 2001 *
3.5 Certificate of Amendment to Certificate of Limited Partnership of Hanover Compression Limited
Partnership, dated as of August 20, 2001 *
3.6 Limited Partnership Agreement of Hanover Compression Limited Partnership *
3.7 Amendment to Limited Partnership Agreement of Hanover Compression Limited Partnership *
4.1 Indenture, dated as of August 30, 2001, between Hanover Equipment Trust 2001B, the Hanover
Guarantors parties thereto, and Wilmington Trust FSB, as Trustee and Collateral Agent, with
respect to the 8.75% Senior Secured Notes due 2011 (1) [10.69]
4.2 Exchange and Registration Rights Agreement with respect to the 8.75% Senior Secured Notes due
2011, dated as of August 30, 2001, among Hanover Equipment Trust 2001B, Hanover Compressor
Company, certain Guarantors party thereto, Goldman, Sachs & Co., J.P. Morgan Securities, Inc.,
Salomon Smith Barney, Inc. and Credit Suisse First Boston Corporation *
4.3 Participation Agreement, dated as of August 30, 2001, among Hanover Compression Limited
Partnership, as Lessee, Hanover Equipment Trust 2001B, as Lessor, General Electric Capital
Corporation, as Certificate Holders, certain Guarantors party thereto, Wilmington Trust FSB, as
Indenture Trustee, Collateral Agent under the Indenture, and in its individual capacity, only to the
extent expressly set forth therein, and Wilmington Trust Company, in its individual capacity, only
to the extent expressly set forth therein (1) [10.66]
4.4 Annex A to Participation Agreement and other Operative Agreements, containing certain Rules of
Usage and Definitions *
4.5 Lease, dated as of August 31, 2001, between Hanover Equipment Trust 2001B, as Lessor, and
Hanover Compression Limited Partnership, as Lessee (1) [10.64]
4.6 Guarantee, dated as of August 31, 2001, made by Hanover Compression Limited Partnership,
Hanover Compressor Company, certain Guarantors party thereto, and certain Beneficiaries party
thereto (1) [10.65]
4.7 Security Agreement, dated as of August 31, 2001, made by Hanover Equipment Trust 2001B in favor
of Wilmington Trust FSB, as Collateral Agent (1) [10.67]
II-2
Exhibit
No. Description of Exhibit
--- ----------------------
4.8 Assignment of Lease, Rents and Guarantee, dated as of August 31, 2001, from Hanover Equipment
Trust 2001B to Wilmington Trust FSB, as Collateral Agent (1) [10.68]
5.1 Opinion of Latham & Watkins *
5.2 Opinion of Morris, James, Hitchens & Williams LLP *
12.1 Computation of Ratio of Earnings to Fixed Charges for Hanover Compressor Company **
12.2 Computation of Ratio of Earnings to Fixed Charges for Hanover Equipment Trust 2001B **
12.3 Computation of Ratio of Earnings to Fixed Charges for Hanover Compression Limited Partnership **
21.1 List of Subsidiaries of Hanover Compressor Company *
23.1 Consent of Latham & Watkins (included as part of its opinion filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP **
23.3 Consent of PricewaterhouseCoopers LLP **
23.4 Consent of PricewaterhouseCoopers LLP **
23.5 Consent of PricewaterhouseCoopers LLP **
23.6 Consent of American Appraisal Associates, Inc. **
23.7 Consent of Morris, James, Hitchens & Williams LLP (included as part of its opinion filed as Exhibit 5.2)
24.1 Powers of Attorney *
25.1 Statement of Eligibility of Trustee on Form T-1 **
99.1 Form of Letter of Transmittal for 8.75% Senior Secured Notes due 2011 *
99.2 Form of Notice of Guaranteed Delivery of 8.75% Senior Secured Notes due 2011 *
99.3 Form of Letter to DTC Participants *
99.4 Form of Letter to Beneficial Owners *
99.5 Guidelines for Certification of Taxpayer Identification Number on Form W-9 *
99.6 Form of Exchange Agent Agreement *
99.7 Appraisal Report, dated as of August 16, 2001, covering Synthetic Lease Portfolio Hanover
Equipment Trust 2001B Natural Gas Compressors prepared by American Appraisal Associates for
Hanover Compression Limited Partnership *
- --------
(1) Such exhibit previously filed as an exhibit to Hanover's Quarterly Report
on Form 10-Q for the period ended September 30, 2001, under the exhibit
number indicated in brackets [ ], and is incorporated by reference herein.
* Previously filed.
** Filed herewith.
(b) Financial Statement Schedules
Financial statement schedules required pursuant to this Item are presented
on pages S-1 through S-2 of the Prospectus constituting a part of this
Registration Statement for Hanover Compression Limited Partnership. Financial
statement schedules for Hanover Compressor Company are incorporated by
reference to Hanover's annual report on Form 10-K/A-2 for the year ended
December 31, 2001 filed on November 21, 2002.
Item 22. Undertakings.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such
II-3
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the
registrants in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
them is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, 13, or 19(c) of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired therein, that was not the subject of and included in the
registration statement when it became effective.
II-4
SIGNATURES
Signatures of Hanover Compressor Company
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hanover Compressor Company has duly caused this Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, as of November 25, 2002.
Hanover Compressor Company
By: /S/ CHAD C. DEATON
-----------------------------------
Chad C. Deaton
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Chad C. Deaton and John E. Jackson or either of
them, his true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to Registration Statement has been signed below by the
following persons in the capacities and as of November 25, 2002.
Signature Title
--------- -----
/S/ CHAD C. DEATON President and Chief Executive Officer (Principal
------------------------ Executive Officer and Director)
Chad C. Deaton
/S/ JOHN E. JACKSON Chief Financial Officer (Principal Financial and
------------------------ Accounting Officer)
John E. Jackson
/S/ VICTOR E. GRIJALVA Director
------------------------
Victor E. Grijalva
/S/ TED COLLINS, JR. Director
------------------------
Ted Collins, Jr.
/S/ ROBERT R. FURGASON Director
------------------------
Robert R. Furgason
/S/ MELVYN N. KLEIN Director
------------------------
Melvyn N. Klein
/S/ MICHAEL A. O'CONNOR Director
------------------------
Michael A. O'Connor
/S/ ALVIN V. SHOEMAKER Director
------------------------
Alvin V. Shoemaker
/S/ I. JON BRUMLEY Director
------------------------
I. Jon Brumley
/S/ GORDON T. HALL Director
------------------------
Gordon T. Hall
/S/ RENE HUCK Director
------------------------
Rene Huck
II-5
Signatures of Hanover Compression Limited Partnership
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hanover Compression Limited Partnership has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, as of November 25,
2002.
HANOVER COMPRESSION LIMITED
PARTNERSHIP
/S/ CHAD C. DEATON
By:___________________________________
Chad C. Deaton
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Chad C. Deaton and John E. Jackson or either of
them, his true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to Registration Statement has been signed below by the
following persons in the capacities and as of November 25, 2002.
Signature Title
--------- -----
/S/ CHAD C. DEATON President and Chief Executive Officer (Principal
--------------------- Executive Officer) and Manager of the General
Chad C. Deaton Partner
/S/ JOHN E. JACKSON Senior Vice President and Chief Financial Officer
--------------------- (Principal Financial and Accounting Officer) and
John E. Jackson Manager of the General Partner
/S/ ROBERT O. PIERCE Manager of the General Partner
---------------------
Robert O. Pierce
II-6
Signatures of Hanover Equipment Trust 2001B
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hanover Equipment Trust 2001B has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wilmington, State of Delaware, as of November
22, 2002.
HANOVER EQUIPMENT TRUST 2001B
By: Wilmington Trust Company, not in
its individual capacity but
solely as Trustee
By: /S/ DAVID A. VANASKEY, JR.
----------------------------------
David A. Vanaskey, Jr.,
Vice President
II-7
EXHIBIT INDEX
3.1 Certificate of Trust of Hanover Equipment Trust 2001B *
3.2 Amended and Restated Trust Agreement of Hanover Equipment Trust 2001B, dated as of August 30,
2001, between General Electric Capital Corporation, as Certificate Holder, and Wilmington Trust
Company, as Trustee *
3.3 Certificate of Limited Partnership of Hanover Compression Limited Partnership *
3.4 Certificate of Amendment to Certificate of Limited Partnership of Hanover Compression Limited
Partnership, dated as of January 2, 2001 *
3.5 Certificate of Amendment to Certificate of Limited Partnership of Hanover Compression Limited
Partnership, dated as of August 20, 2001 *
3.6 Limited Partnership Agreement of Hanover Compression Limited Partnership *
3.7 Amendment to Limited Partnership Agreement of Hanover Compression Limited Partnership *
4.1 Indenture, dated as of August 30, 2001, between Hanover Equipment Trust 2001B, the Hanover
Guarantors parties thereto, and Wilmington Trust FSB, as Trustee and Collateral Agent, with respect
to the 8.75% Senior Secured Notes due 2011 (1) [10.69]
4.2 Exchange and Registration Rights Agreement with respect to the 8.75% Senior Secured Notes due 2011,
dated as of August 30, 2001, among Hanover Equipment Trust 2001B, Hanover Compressor
Company, certain Guarantors party thereto, Goldman, Sachs & Co., J.P. Morgan Securities Inc.,
Salomon Smith Barney, Inc. and Credit Suisse First Boston Corporation *
4.3 Participation Agreement, dated as of August 30, 2001, among Hanover Compression Limited
Partnership, as Lessee, Hanover Equipment Trust 2001B, as Lessor, General Electric Capital
Corporation, as Certificate Holders, certain Guarantors party thereto, Wilmington Trust FSB, as
Indenture Trustee, Collateral Agent under the Indenture, and in its individual capacity, only to the
extent expressly set forth therein, and Wilmington Trust Company, in its individual capacity, only to
the extent expressly set forth therein (1) [10.66]
4.4 Annex A to Participation Agreement and other Operative Agreements, containing certain Rules of
Usage and Definitions *
4.5 Lease, dated as of August 31, 2001, between Hanover Equipment Trust 2001B, as Lessor, and Hanover
Compression Limited Partnership, as Lessee (1) [10.64]
4.6 Guarantee, dated as of August 31, 2001, made by Hanover Compression Limited Partnership, Hanover
Compressor Company, certain Guarantors party thereto, and certain Beneficiaries party thereto (1) [10.65]
4.7 Security Agreement, dated as of August 31, 2001, made by Hanover Equipment Trust 2001B in favor of
Wilmington Trust FSB, as Collateral Agent (1) [10.67]
4.8 Assignment of Lease, Rents and Guarantee, dated as of August 31, 2001, from Hanover Equipment
Trust 2001B to Wilmington Trust FSB, as Collateral Agent (1) [10.68]
5.1 Opinion of Latham & Watkins *
5.2 Opinion of Morris, James, Hitchens & Williams LLP *
12.1 Computation of Ratio of Earnings to Fixed Charges for Hanover Compressor Company **
12.2 Computation of Ratio of Earnings to Fixed Charges for Hanover Equipment Trust 2001B **
12.3 Computation of Ratio of Earnings to Fixed Charges for Hanover Compression Limited Partnership **
21.1 List of Subsidiaries of Hanover Compressor Company *
23.1 Consent of Latham & Watkins (included as part of its opinion filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP **
23.3 Consent of PricewaterhouseCoopers LLP **
23.4 Consent of PricewaterhouseCoopers LLP **
23.5 Consent of PricewaterhouseCoopers LLP **
23.6 Consent of American Appraisal Associates, Inc. **
23.7 Consent of Morris, James, Hitchens & Williams LLP (included as part of its opinion filed as Exhibit 5.2)
24.1 Powers of Attorney *
25.1 Statement of Eligibility of Trustee on Form T-1 **
99.1 Form of Letter of Transmittal for 8.75% Senior Secured Notes due 2011 *
99.2 Form of Notice of Guaranteed Delivery of 8.75% Senior Secured Notes due 2011 *
99.3 Form of Letter to DTC Participants *
99.4 Form of Letter to Beneficial Owners *
99.5 Guidelines for Certification of Taxpayer Identification Number on Form W-9 *
99.6 Form of Exchange Agent Agreement *
99.7 Appraisal Report, dated as of August 16, 2001, covering Synthetic Lease Portfolio Hanover Equipment
Trust 2001B Natural Gas Compressors prepared by American Appraisal Associates for Hanover
Compression Limited Partnership *
- --------
(1) Such exhibit previously filed as an exhibit to Hanover's Quarterly Report
on Form 10-Q for the period ended September 30, 2001, under the exhibit
number indicated in brackets [ ], and is incorporated by reference.
* Previously filed.
** Filed herewith.