click here for permission to reuse the content of this articlePipeline & Gas Journal
October issue 1999:


Compression Leader


Hanover Company Becomes Driving Forcing In Industry

By Jeff Share, Editor
Pipeline & Gas Journal


It’s been quite a ride for The Hanover Company. The Houston-based business was formed through a combination of small compression firms in August 1990. In the decade since outsourcing, consolidation and M&A activity became buzzwords in the energy business, Hanover has been a model with an enviable record.

From humble beginnings, which included just 20,000 horsepower of units sitting idle on a pipeline, Hanover has emerged as the market leader in full service natural gas compression systems. In 1997, Hanover launched an initial public offering. The next year, revenues set a record, jumping from $198.8 million to $282 million. With 1,200 employees, Hanover is the world’s largest operator of rental compressor horsepower, having expanded from 781,000 hp at the end of 1997 to over 1.3 million hp, owning 3,400 units ranging from 26 hp to 8,000 hp.

In 1995, Enron became a 10 percent partner. That brought in capital which helped Hanover become an international player with a project that eventually turned into ownership of a contract compressor company in Venezuela.

Today—some 25 acquisitions later—Hanover ranks as the top contract or rental fleet company in the world. It is also the largest provider of compressor fabrication in the nation, due to increased demand and its acquisitions of Eureka Energy Systems and the Packaged Power Systems Division of Waukesha-Pearce Industries. Hanover-Smith, its Oil & Gas Production Equipment division, is the second-largest operation of its kind for products such as separators, heaters and dehydrators.

Hanover’s vastly enlarged headquarters in rural northwest Houston serves as the hub of its growing empire with spokes in Victoria and Midland, TX, Oklahoma City and Fort Smith, AR. In addition to Houston, Hanover has plants in Kilgore and Corpus Christi, TX; Farmington, NM; Red Deer, Canada; and Caracas, Venezuela. Hanover operates in Canada; Colom-bia; Bolivia; Argentina; Venezuela; Peru; and Mexico with work in Brazil coming shortly and a just-announced venture in West Africa. They have four domestic vice presidents and one international VP, all responsible for making decisions in their particular regions.

In an interview with P&GJ, Michael McGhan, president and CEO, and Chet Erwin, senior vice president of sales & marketing, described a company that is essentially built on three legs, the contract fleet being the core supported by two other entities: fabrication of compression and production equipment. In recent years, they’ve also acquired some gas treatment plants that may eventually add a fourth leg to their bottom line. Producers comprise 65 percent of Hanover’s rental business vs. 35 percent for gatherers, processors and pipelines. In compressor sales, gatherers and processors comprise 85 percent of the business vs. 15 percent for producers.

"Contract (rental) compression will always be the mother ship," McGhan insisted. "It’s allowed the company’s revenues and profit margins to consistently go up. In the past nine months, you’ve seen most oil service companies’ financial performances plunge because they’re so tied to commodity pricing. That also somewhat affects our core contract business, but if there’s demand for gas, they need compression, of which we have a variable supply."

During the mid 1990s, the need for gas compression grew at an annual rate of about 10 percent, actually outpacing the growth in natural gas demand. The rental compression business grew at a 14 percent rate as users saw that outsourcing would improve their finances while meeting their changing compression needs. Hanover’s rental business saw a 46 percent growth during this period until it now controls about 27 percent of the contract business, earning $200 million annually, ranking No. 1 worldwide. The trend in the rental fleet is toward larger units, they said. A decade ago, the average horsepower was 130 hp; today it’s risen to 400 hp at Hanover. It is indicative of where the market is going with central gathering vs. wellhead leading the way, McGhan said.

Hanover entered the compression fabrication sector in 1991, buying a company that was earning about $5 million annually and packaging between 10,000-12,000 hp. Last year, Hanover built between 200,000-220,000 hp, earning $110 million, and now ranks among the leaders in units of 4,400 hp and below. Half of those packages are used to fund growth of the core rental business while the remaining 100,000 hp is sold to third-party customers. Hanover, which has had to increase its manufacturing space ten-fold to handle the fabrication, averages about 1,550 hp per package compared to 1,000 hp for its nearest competitor, Erwin said. "We identified the large horsepower—the pipeline and gathering marketplace—as our niche for compression sales."

There was some concern on Wall Street when Hanover moved into gas treatment, with analysts questioning whether they were competing with some of their own customers by offering a bundled service. The answer is no, McGhan said.

"A field service company is basically out there trying to find ways to gather more gas to feed to their mother ship - the major pipelines. We don’t take ownership of the gas or the pipe. Customers ready to sell gas have asked us to install either part or all of the treatment facility and operate it for them. When the project’s over, we just go on to the next job," McGhan said.

With treatment and compression and power generators—Hanover now owns 50 electric power generators driven by natural gas engines—added to the mix, Hanover became a turnkey operator. Rather than continue buying power generators, Hanover decided to build its own, and recently bought a plant in Houston to fabricate power generation units for internal jobs. Now, they’re also selling power generators to third parties.

McGhan identified four key drivers as stimulating the company’s growth: increasing domestic market share; developing global markets; acquisition and leaseback of customer compressor fleets; and selected corporate acquisitions.

"First is the normal domestic market share because there are new projects going on from the wellhead through gathering systems, some pipeline, storage and plant compression. That’s the day-in, day-out business. Second is international—South America and our move into Canada in 1997. We really turned that into an outsourcing market in 1998-99. There’s business in Africa, the Middle East and Southeast Asia. We’re slowly moving that way."

International Market
Bolivia is a good example of how the company operates. When the just-completed Bolivia-to-Brazil pipeline began construction two years ago, Hanover did not feel that it had the right products to offer the consortium.

"They’ve got the big pipeline gas stations installed, but they still need the gas source that’s coming out of Bolivia so we went back there and today it’s become one of our higher growth areas. We’re putting field-gathering compression in with treating facilities to supply the gas to that pipeline," McGhan said. All told, Hanover is involved in nine jobs in Bolivia and Argentina that will ultimately be worth about $100 million.
Nigeria has a new law that will outlaw the flaring of natural gas. Its biggest producer, Shell, is making plans to install compression for re-injection. Hanover just signed a joint venture, Hanover Global Nigeria Ltd., to construct and provide Global Energy with over 20,000 hp of compression facilities and a 150 MMcf/d cryogenic gas plant, in an investment of approximately $45 million. The project, which includes several barges and is to be in operation by mid-2000, requires construction of 30 miles of pipeline and processing facilities that will market 12,000 barrels of NGL daily.
Acquisition Leasebacks

"The third area of growth is the acquisition leaseback program where we go to producers, large gatherers and pipeline companies that own their own assets and offer to run their compression operations for them. We’ll offer them good dollars for their equipment, sign them to long-term contracts, not just on that equipment but on all their compression needs because no one can tell what you’ll need several years down the road," McGhan said.
Being able to guarantee run time is important, but these deals also free up badly needed cash for their customers to apply to their core businesses. Those capital markets dried up in late 1998 and Hanover was quick to respond. This has been especially true in Canada where producers, who at first bucked the outsourcing trend by preferring to own and operate their own compression, are under increasing pressure to find new gas for the pipelines being built, but have lacked bank financing. Today, Hanover has aligned itself with three of the top 10 independents in Canada with acquisition leaseback programs and more opportunities are en route, Erwin said. Hanover is also planning to expand its Canadian manufacturing facility to 100,000 square feet, enabling it to build 100,000 hp next year.

The acquisition leaseback program began in 1991-92 with small deals averaging about $150,000 and was instrumental in the fledgling company’s growth. As Hanover’s balance sheet and reputation for flexibility and creativity grew, those deals moved into the $750,000 range and now average $2-5 million, McGhan said. It was a relatively new concept, but being a privately held company, Hanover was only answerable to itself. By the time they turned to Wall Street in 1997, acquisition leasebacks were a proven success, providing 15 percent of the company’s horsepower assets and $45 million worth of business during the first six months of 1999. This also enables Hanover to boost its market share by replacing competitors who may be renting machines elsewhere for these customers.

Hanover has done three deals with Houston Pipeline Co., Enron’s intrastate affiliate, in which it literally bought everything within the fence: compressors and compressor stations in a 10-year operating agreement that also meant taking on those effected employees. That was Hanover’s first intrastate deal. Now McGhan’s team is discussing deals in the $5-$50 million range. They’re even cooking up one with a major producer that could approach $150 million.

"Those kinds of deals are out there, but take longer because you’re dealing with a lot more levels of bureaucracy and Hanover’s claim to fame is making acquisition deals quickly, then going on to the next project," Erwin said. "We’ve been so busy growing internationally and domestically through acquisitions of small regional companies that we just haven’t had time to focus on more intrastate business."

After its first pipeline deal, Hanover found itself in the turbine business. Once it moved internationally in 1995, many of those $50-$100 million jobs called for turbines. In 1997, its acquisition leaseback with Houston Pipe Line netted three Solar turbines. Hanover now owns a dozen turbines and has talked to major manufacturers about forming a distribution relationship. Barring that, it may start its own turbine company from scratch, since it already has some former employees of those manufacturers on the payroll.

"In the year 2000, you’re going to see turbines being a big part of our future along with production equipment, fabrication compression, treating and power generation. We’d rather own and operate it. There are a lot of opportunities out there, but it’s trying to make a decision on who it is that will really meet our market area and has the chemistry that can deal with Hanover," McGhan said.

Offshore
The Hanover execs alluded to a fourth factor driving the industry: the much-talked about push toward a 30 Tcf natural gas market. More compression will be required at the wellhead, gathering stations, processing and treating plants, storage centers and on the pipelines. That can only mean a golden future for the compression sector, whether it means bringing in gas from Canada or the deepwater Gulf of Mexico, where Hanover already controls about 60 percent of the market share with some 250,000 hp of contract compression. The investment harkens back to 1995, McGhan recalled.
"That was a pretty pivotal year for our company. Most of our competitors decided the Gulf of Mexico was hazardous and expensive and that you couldn’t make any money. We took a contrary position and aggressively went after the Gulf. By 1996-98 when it boomed, we had positioned ourselves with service people to accommodate the offshore market. We now have our own fleet of boats and mechanics who work seven days on and seven days off," he said. The company’s success led to the construction of a new facility south of Lafayette, LA.

Experts have warned that fields in the Gulf are being depleted at a much faster rate than was anticipated. This presents another ideal opportunity for the compression industry, Erwin said.

"We’ve seen compression needs change in the Gulf from a standard 1-2 stage application where suction pressure at the compressor is still pretty efficient at 200 pounds or so. Now we’re seeing a real demand for three-stage compression which will take the pressure below 100 psig. It just continues to create demand for horsepower," he said.

Market Growth
There are approximately 15 million hp worth of skid-mounted compressor packages in the U.S. under 4,500 hp - that does not include pipelines. Add the 45 million hp in the pipeline market and it means that about 60 million hp is needed to move 21.5 Tcf (current gas consumption in the U.S.) A 30 Tcf market will boost the need for compression to about 90 million hp. Compression horsepower is growing approximately 9 percent annually - at least three times faster than natural gas demand growth.

"Even if gas demand stayed flat, your horsepower continues to increase because your reservoir pressures are going down and the need for more compression goes up 6-8 percent a year. On the delivery side, your pipeline pressures are going up across the country, and your capacity is going up," McGhan said. Where they now typically see 800-1,000 psi pressure on the pipeline side, those figures have inched up to 1,200 psi without a problem, he said. Now, a number of pipelines, including Alliance, are going to 1,450 psi, which requires additional compression. Canadian officials have even talked of bringing lines in from western Canada at 1,800 psi or even higher.

McGhan and Erwin expect to boost compression assets from 1.3 million hp to as high as 5 million hp in the next three to five years. Compression companies themselves own about 4 million hp. Of the 15 million hp out in the market, 11 million hp conceivably might be for sale. That doesn’t include the 45 million hp owned by the pipeline—another viable market to pursue—they said. In recent years, the compression business has consolidated dramatically to where there are about nine significant players, and Hanover intends to continue to lead that trend, they said. In terms of a 60 million hp market, increasing their share to 5 million is not that significant, they said.

"What we probably have going against us is that Hanover is a relatively young company," McGhan acknowledged. "We don’t talk to a lot of the big engineering firms. They may not know about us. We’re pretty selective with whom we do business with. As we continue to grow our rental fleet from 3-5 million hp, can we go from 200,000 hp to 400,000 hp in new package sales every year? We’ve increased our floor capacity by over 500,000 square feet over the last two years, bringing the total shop and resources to over 1 million square feet."

New Venture
The recent downturn did slow Hanover’s growth plans, but it also made clients pay closer attention to the acquisition leaseback business and the capital-induced outsourcing that resulted in their benefit. But what happens when the capital markets return?
"Most of the players will have smartened up and realize they should put their capital to good use in their core business where their returns are higher and not spend it on things like compressor assets and treating facilities that will probably represent single-digit returns in the form of savings," Erwin said.

Continuing to study ways of profiting through outsourcing, Hanover is in the process of forming a measurement services company. McGhan said the company will be "baseloaded" with Houston Pipe Line and operate in South and East Texas. The measurement subsidiary will also focus on the prolific Hugoton Basin in the Midwest that several of Hanover’s employees are already familiar with. He said they are talking to other pipelines about joining the measurement company by selling off their assets in favor of Hanover’s control.

The fragmentation of the measurement business even dwarfs that in the compression sector, McGhan said. But what lies behind their strategy is that many companies prefer a neutral party to be responsible for measuring gas, which prevents most pipeline companies from setting up their own measurement businesses. Outsourcing measurement allows operating companies, which have already seen margins squeezed drastically in recent years, to reduce their operating expenses, Erwin said.

Hanover recently completed a project for Enron near Houston, installing 40,000 hp of electric compression in four units. New federal regulations impacting emissions will increase cost the compression operations for gas engines and create a market for electric compression, McGhan said. There’s another factor looming, too.

"With deregulation, having electric compression suddenly makes sense where years ago it was not an option because of the price of electricity. This market will continue to grow, especially with the pipelines on larger projects in the non-attainment areas because it doesn’t really leave them a lot of choice.

"Second," McGhan continued, "it will create opportunities for companies that actually own emissions credits to sell those on the open market and go to electric compression. It’s an interesting game being played out."

The Street
McGhan, a teacher by trade who helped found the company and has served as CEO since 1991, agreed that building a large company so rapidly has created its share of challenges, including the integration of many different corporate cultures into a hybrid with its own uniqueness. This year, Hanover hopes to produce $400 million in sales, added to the $200 million from its rental business. What have the gurus on Wall Street been saying?

"They seem to be happy with us," McGhan said. Stock has moved back into the $35-$37 range after dropping to $20 during the downturn last year.
"They’re watching a company that’s been on a 40-50 percent growth curve. Though nobody’s promising 40-50 percent, but we think 25-30 percent is sustainable. We have to manage our balance sheet carefully, but we’ve got a nice war chest with capital in it to continue our normal course. Wall Street is expecting us to step out and do a nice-sized acquisition in the next six to 12 months and we think there’ll be one available by that time." P&GJ



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