株探米国株
日本語 英語
エドガーで原本を確認する
false000108499100010849912022-11-142022-11-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 14, 2023
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado
1-31398
75-2811855
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
404 Veterans Airpark Lane, Suite 300
Midland, TX 79705
(Address of Principal Executive Offices)
(432) 262-2700
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, Par Value $0.01 NGS NYSE


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐





Item 2.02.  Results of Operations and Financial Condition.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On August 15, 2023, Natural Gas Services Group, Inc. issued a press release announcing its results of operations for second quarter ended June 30, 2023. The press release issued August 15, 2023 is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K. Natural Gas Services Group's annual report on Form 10-K and its reports on Forms 10-Q and 8-K and other publicly available information should be consulted for other important information about Natural Gas Services Group, Inc.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01.  Financial Statements and Exhibits.

(d)         Exhibits

The Exhibit listed below is furnished as an Exhibit to this Current Report on Form 8-K.
Exhibit No. Description
Press release issued August 15, 2023





SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NATURAL GAS SERVICES GROUP, INC.
Date:
By:
/s/ Stephen C. Taylor
Stephen C. Taylor
Interim President & Chief Executive Officer


EX-99.1 2 ngsq22023earningsreleaseex.htm EX-99.1 Document






FOR IMMEDIATE RELEASE
          NEWS
August 15, 2023
NYSE: NGS
Exhibit 99.1
image1a.jpg

Natural Gas Services Group, Inc.
Reports Second Quarter 2023 Financial and Operating Results



Second Quarter 2023 Highlights
•Rental revenue of $24.1 million, an increase of 33% when compared to the second quarter of 2022 and 6% when compared to the first quarter of 2023.
•Net income of $504,000, or $0.04 per basic share, as compared to a net loss of $70,000 in the second quarter of 2022 and net income of $370,000 when compared to the first quarter of 2023.
•Adjusted EBITDA of $9.9 million, compared to $6.7 million in the second quarter of 2022 and $7.8 million in the first quarter of 2023. Please see Non-GAAP Financial Measures - Adjusted EBITDA, below.

MIDLAND, Texas August 15, 2023 (GLOBE NEWSWIRE) Natural Gas Services Group, Inc. (“NGS” or the “Company”) (NYSE:NGS), a leading provider of natural gas compression equipment, technology and services to the energy industry, today announced financial results for the three months ended June 30, 2023.

Commenting on the quarter, Stephen C. Taylor our Chairman and Interim President and Chief Executive Officer, added “Total revenue and rental revenue grew when compared to both sequential and year-over-year quarters, Sequentially, our sales revenues declined, but our strategically important rental revenues continued to grow at a brisk pace, reflecting our tenth consecutive quarter of rental revenue growth. Our overall gross margins improved, led by higher rental margins and lower operating expenses and operating income and net income both increased over the comparative quarters. We are starting to see the results of our 2023 capital program in our revenues, margins and bottom lines. The overall environment in our industry continues to be positive and we anticipate further improvement.”

Revenue: Total revenue for the three months ended June 30, 2023 increased 35.3% to $27.0 million from $19.9 million for the three months ended June 30, 2022. This increase was due primarily to an increase in rental revenues. Rental revenue increased 32.9% to $24.1 million in the second quarter of 2023, from $18.1 million in the second quarter of 2022 due to the addition of higher horsepower packages and pricing improvements. As of June 30, 2023, we had 1,249 rented units (372,596 horsepower) compared to 1,281 rented units (311,379 horsepower) as of June 30, 2022, reflecting an 19.7% increase in total horsepower deployed. Sequentially, total revenue increased 1.3% to $27.0 million in the second quarter of 2023 compared to $26.6 million in the first quarter of 2023 primarily due to increases in rental revenues largely offset by a decline in sales revenues.

Gross Margins: Total gross margins, including depreciation increased to $6.5 million for the three months ended June 30, 2023, compared to $3.1 million for the same period in 2022 and $5.1 million for the three months ended March 31, 2023. Total adjusted gross margin, exclusive of depreciation, for the three months ended June 30, 2023, increased to $12.8 million compared to $9.0 million for the same period ended June 30, 2022 and $11.1 million for the first quarter of 2023. These increases are primarily attributable to increased rental revenues and rental gross margin.

Operating Income: Operating income for the three months ended June 30, 2023 was $712,000 compared to $658,000 for the three months ended June 30, 2022 and $402,000 during the first quarter of 2023. Operating income in the three months ending June 30, 2023 was negatively impacted by a $779,000 non cash impairment expense relating to software.

Net Income: Net income for the three months ended June 30, 2023, was $504,000, or $0.04 per basic share compared to a net loss of $70,000 or $0.01 per basic share for the three months ended June 30, 2022. The increase in net income during the second quarter of 2023 was mainly due to increased rental revenue and gross margin partially offset by an increase in selling, general and administrative expenses. Sequentially, net income was $370,000 or $0.03 per basic share during the first quarter of 2023. This sequential improvement of $134,000 was primarily due to higher rental revenue and lower operating costs.

1







Adjusted EBITDA: Adjusted EBITDA increased 47.4% to $9.9 million for the three months ended June 30, 2023, from $6.7 million for the same period in 2022. This increase was primarily attributable to higher revenues and adjusted gross margins. Sequentially, adjusted EBITDA increased 27.0% to $9.9 million for the three months ended June 30, 2023, compared to adjusted EBITDA of $7.8 million for the three months ended March 31, 2023.

Cash flows: At June 30, 2023, cash and cash equivalents were approximately $4.3 million, while working capital was $18.9 million. For the six months of 2023, cash flows from operating activities were $22.6 million, while cash flows used in investing activities was $93.6 million. Cash flow used in investing activities included $93.5 million in capital expenditures, of which $92.3 million was dedicated to rental capital expenditures.

Debt: Outstanding debt on our revolving credit facility as of June 30, 2023 was $100 million. Our leverage ratio at June 30, 2023 was 2.53 and our fixed charge coverage ratio was 4.17. The company is in compliance with all terms, conditions and covenants of the credit agreement.


Selected data: The tables below show, the six months ended June 30, 2023 and 2022, revenues and percentage of total revenues, along with our gross margin and adjusted gross margin (exclusive of depreciation and amortization), as well as, related percentages of revenue for each of our product lines. Adjusted gross margin is the difference between revenue and cost of sales, exclusive of depreciation.

Revenue
Three months ended June 30,
Six months ended June 30,
2023 2022 2023 2022
(in thousands)
Rental $ 24,105  89  % $ 18,144  91  % $ 46,828  87  % $ 35,274  88  %
Sales 1,595  % 1,292  % 4,587  % 4,184  10  %
Service & Maintenance 1,257  % 490  % 2,162  % 804  %
Total $ 26,957  $ 19,926  $ 53,577  $ 40,262 

Gross Margin
Three months ended June 30,
Six months ended June 30,
2023 2022 2023 2022
(in thousands)
Rental $6,579 27% $3,078 17% $11,724 25% $5,142 15%
Sales (345) (22)% (216) (17)% (655) (14)% 619 15%
Service & Maintenance 266 21% 246 50% 548 25% 380 47%
Total $6,500 24% $3,108 16% $11,617 22% $6,141 15%


Adjusted Gross Margin (1)
Three months ended June 30,
Six months ended June 30,
2023 2022 2023 2022
(in thousands)
Rental $ 12,762  53  % $ 8,902  49  % $ 23,840  51  % $ 16,802  48  %
Sales (281) (18) % (148) (11) % (526) (11) % 756  18  %
Service & Maintenance 288  23  % 256  52  % 584  27  % 397  49  %
Total $ 12,769  47  % $ 9,010  45  % $ 23,898  45  % $ 17,955  45  %

2







(1) For a reconciliation of adjusted gross margin to its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “Non-GAAP Financial Measures - Adjusted Gross Margin” below.

Non-GAAP Financial Measure - Adjusted Gross Margin: “Adjusted Gross Margin” is defined as total revenue less cost of sales (excluding depreciation expense). Adjusted gross margin is included as a supplemental disclosure because it is a primary measure used by management as it represents the results of revenue and cost of sales (excluding depreciation expense), which are key operating components. Adjusted gross margin differs from gross margin in that gross margin includes depreciation expense. We believe adjusted gross margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations. Depreciation expense reflects the systematic allocation of historical property and equipment values over the estimated useful lives.

Adjusted gross margin has certain material limitations associated with its use as compared to gross margin. Depreciation expense is a necessary element of our costs and our ability to generate revenue. Management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of the company's performance. As an indicator of operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin as determined in accordance with GAAP. Adjusted Gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate adjusted gross margin in the same manner.

The following table calculates gross margin, the most directly comparable GAAP financial measure, and reconciles it to adjusted gross margin:

Three months ended June 30,
Six months ended June 30,
2023 2022 2023 2022
(in thousands) (in thousands)
Total revenue $ 26,957  $ 19,926  $ 53,577  40,262 
Costs of revenue, exclusive of depreciation (14,188) (10,916) (29,679) (22,307)
Depreciation allocable to costs of revenue (6,269) (5,902) (12,281) (11,814)
Gross margin 6,500  3,108  11,617  6,141 
Depreciation allocable to costs of revenue 6,269  5,902  12,281  11,814 
Adjusted Gross Margin $ 12,769  $ 9,010  $ 23,898  $ 17,955 

Non-GAAP Financial Measures - Adjusted EBITDA: “Adjusted EBITDA” reflects net income or loss before interest, taxes, depreciation and amortization, non-cash stock compensation expense, severance expenses, impairment of goodwill, increases in inventory allowance and retirement of rental equipment. Adjusted EBITDA is a measure used by management, analysts and investors as an indicator of operating cash flow since it excludes the impact of movements in working capital items, non-cash charges and financing costs. Therefore, Adjusted EBITDA gives the investor information as to the cash generated from the operations of a business. However, Adjusted EBITDA is not a measure of financial performance under accounting principles GAAP, and should not be considered a substitute for other financial measures of performance. Adjusted EBITDA as calculated by NGS may not be comparable to Adjusted EBITDA as calculated and reported by other companies. The most comparable GAAP measure to Adjusted EBITDA is net income (loss).

3







The following table reconciles our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:

Three months ended June 30,
Six months ended June 30,
2023 2022 2023 2022
(in thousands) (in thousands)
Net income $ 504  $ (70) $ 874  $ 267 
Interest expense 185  24  185  49 
Income tax benefit 249  372  396  361 
Depreciation and amortization 6,418  6,042  12,583  12,103 
Non-cash stock compensation expense 1,130  331  1,617  754 
Severance expenses 612  —  1,224  — 
Impairment expense 779  —  779  — 
Adjusted EBITDA $ 9,877  $ 6,699  $ 17,658  $ 13,534 


Conference Call Details: The Company will host its earnings conference call on Tuesday, August 15, 2023, at 10:00am CDT (11:00am EDT). To listen to the call, participants should access the webcast on www.ngsgi.com under the Investor Relations section. To participate, please call (800) 550-9745 using conference ID 167298 approximately five minutes prior to the start of the call. Following the conclusion of the conference call, a recording of the call will be available on the Company’s website.
 
About Natural Gas Services Group, Inc. (NGS): NGS is a leading provider of gas compression technology and services to the energy industry. The Company manufactures, fabricates, rents, sells, and maintains natural gas compression technology for oil and natural gas upstream providers and midstream facilities. NGS is headquartered in Midland with manufacturing and fabrication facilities located in Tulsa, and Midland. The Company maintains service facilities in major energy producing basins in the U.S. Additional information can be found at www.ngsgi.com.
 
Cautionary Note Regarding Forward-Looking Statements: Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause NGS's actual results in future periods to differ materially from forecasted results. Those risks include, among other things: a prolonged, substantial reduction in oil and natural gas prices which could cause a decline in the demand for NGS's products and services; the loss of market share through competition or otherwise; the introduction of competing technologies by other companies; and new governmental safety, health and environmental regulations which could require NGS to make significant capital expenditures. The forward-looking statements included in this press release are only made as of the date of this press release, and NGS undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. A discussion of these factors is included in the Company's most recent Annual Report on Form 10-K, as well as the Company’s Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission.


For More Information, Contact:
Anna Delgado, Investor Relations
(432) 262-2700
Anna.Delgado@ngsgi.com
www.ngsgi.com
 

4







 NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
(unaudited)
June 30,
2023
December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents $ 4,286  $ 3,372 
Trade accounts receivable, net of allowance for doubtful accounts of $466 and $338, respectively 20,872  14,668 
Inventory 27,960  23,414 
Federal income tax receivable (Note 4) 11,538  11,538 
Prepaid income taxes 10  10 
Prepaid expenses and other 1,446  1,145 
Total current assets 66,112  54,147 
Long-term inventory, net of allowance for obsolescence of $40 and $120, respectively 2,157  1,557 
Rental equipment, net of accumulated depreciation of $187,580 and $177,729, respectively 326,691  246,450 
Property and equipment, net of accumulated depreciation of $17,533 and $16,981, respectively 21,382  22,176 
Right of use assets - operating leases, net of accumulated amortization $815 and $721, respectively 310  349 
Intangibles, net of accumulated amortization of $2,322 and $2,259, respectively 837  900 
Other assets 4,996  2,667 
Total assets
$ 422,485  $ 328,246 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 28,603  $ 6,481 
Accrued liabilities 18,492  23,726 
Current operating leases 133  155 
Deferred income —  37 
Total current liabilities 47,228  30,399 
Long-term debt 100,011  25,000 
Deferred income tax liability 40,194  39,798 
Long-term operating leases 177  194 
Other long-term liabilities 3,290  2,779 
Total liabilities 190,900  98,170 
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, 5,000 shares authorized, no shares issued or outstanding —  — 
Common stock, 30,000 shares authorized, par value $0.01; 13,688 and 13,519 shares issued, respectively 136  135 
Additional paid-in capital
116,045  115,411 
Retained earnings 130,408  129,534 
Treasury shares, at cost, 1,310 shares (15,004) (15,004)
Total stockholders' equity 231,585  230,076 
Total liabilities and stockholders' equity $ 422,485  $ 328,246 

5







NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share)
(unaudited)
Three months ended Six months ended
June 30, June 30,
2023 2022 2023 2022
Revenue:
Rental income $ 24,105  $ 18,144  $ 46,828  $ 35,274 
Sales 1,595  1,292  4,587  4,184 
Service and maintenance income 1,257  490  2,162  804 
Total revenue 26,957  19,926  53,577  40,262 
Operating costs and expenses:
Cost of rentals, exclusive of depreciation stated separately below 11,343  9,242  22,988  18,472 
Cost of sales, exclusive of depreciation stated separately below 1,876  1,440  5,113  3,428 
Cost of service and maintenance, exclusive of depreciation stated separately below 969  234  1,578  407 
Selling, general and administrative expenses 4,860  2,310  9,422  4,811 
Depreciation and amortization 6,418  6,042  12,583  12,103 
Impairment expense 779  —  779  — 
Retirement of rental equipment —  —  —  1,512 
Total operating costs and expenses 26,245  19,268  52,463  39,221 
Operating income 712  658  1,114  1,041 
Other income (expense):
Interest expense (185) (24) (185) (49)
Other income (expense), net 226  (332) 341  (364)
Total other income (expense), net 41  (356) 156  (413)
Income before provision for income taxes 753  302  1,270  628 
Income tax benefit (249) (372) (396) (361)
Net income (loss) $ 504  $ (70) $ 874  $ 267 
Earnings (loss) per share:
Basic $ 0.04  $ (0.01) $ 0.07  $ 0.02 
Diluted $ 0.04  $ (0.01) $ 0.07  $ 0.02 
Weighted average shares outstanding:
Basic 12,292  12,305  12,253  12,421 
Diluted 12,394  12,305  12,374  12,528 



6







NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six months ended
June 30,
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 874  $ 267 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 12,583  12,103 
Amortization of debt issuance costs 184  24 
Deferred income tax expense 396  356 
Stock-based compensation 1,617  754 
Bad debt allowance 128  — 
Impairment expense 779  — 
Gain on sale of assets (206) (151)
Loss (gain) on company owned life insurance (80) 557 
Changes in operating assets and liabilities:
Trade accounts receivables (6,332) (1,472)
Inventory (4,438) 803 
Prepaid expenses and prepaid income taxes (301) (748)
Accounts payable and accrued liabilities 16,888  2,298 
Deferred income (37) (1,312)
Other 588  (231)
NET CASH PROVIDED BY OPERATING ACTIVITIES 22,643  13,248 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of rental equipment, property and other equipment (93,479) (19,173)
Purchase of company owned life insurance (329) (236)
Proceeds from sale of property and equipment 231  224 
NET CASH USED IN INVESTING ACTIVITIES (93,577) (19,185)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan 75,011  — 
Payments of other long-term liabilities, net (50) (2)
Payments of debt issuance cost (2,131) — 
Purchase of treasury shares —  (6,660)
Taxes paid related to net share settlement of equity awards (982) (515)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 71,848  (7,177)
NET CHANGE IN CASH AND CASH EQUIVALENTS 914  (13,114)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,372  22,942 
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,286  $ 9,828 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 1,966  $ 25 
NON-CASH TRANSACTIONS
Right of use asset acquired through an operating lease $ 63  $ 91 
Transfer of rental equipment to inventory $ 708  $ — 

7