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
August 6, 2003
Date of Report (date of earliest event reported)
NATURAL GAS SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Colorado 1-31398 75-2811855
- ----------------------------- --------------------- -------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
2911 SCR 1260, Midland, Texas 79706
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(Address of principal executive offices) (Zip Code)
(915) 563-3974 (Registrant's telephone
number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
Exhibit 99 News Release issued by Natural Gas Services
Group, Inc. on August 6, 2003
ITEM 9. REGULATION FD DISCLOSURE.
and
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 6, 2003, Natural Gas Services Group, Inc. issued a news
release announcing its unaudited financial results for the six months ended June
30, 2003. The news release is being furnished pursuant to Items 9 and 12.
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.
Dated: August 6, 2003 NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wayne L. Vinson
-----------------------------
Wayne L. Vinson
President
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
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99 News Release dated August 6, 2003
NGSG
NATURAL GAS SERVICES GROUP,INC.
FOR IMMEDIATE RELEASE NEWS
August 6, 2003 Amex - NGS, NGS.WS
NATURAL GAS SERVICES GROUP ANNOUNCES SECOND QUARTER
AND SIX MONTHS FINANCIAL RESULTS
33% Increase In Revenue For The Three Months to $3.2 Million
9% Increase In Revenue For The Six Months to $5.6 Million
MIDLAND, Texas, August 6, 2003 - Natural Gas Services Group, Inc. (AMEX:NGS), a
leading provider of equipment and services to the natural gas and oil industry,
announced its financial results for the second quarter and six months ended June
30, 2003.
Revenue for the second quarter ended June 30, 2003, increased 33% to $3,220,815
as compared to $2,429,160 for the same period in 2002. Revenues for the six
months ended June 30, 2003 increased 9% to $5,564,560, as compared to $5,119,556
for the same period in 2002. The increase in revenue during the second quarter
and six months reflects an increase in revenue from the rental of natural gas
compressor units and also additional revenue recognized from the sale of our
irrigation pump engines.
Net income for the three months ended June 30, 2003, increased 30% to $ 315,152
or $.06 per share (diluted), as compared to net income of $242,933 or $.05 per
share (diluted) for the same period in 2002. Net income for the six months ended
June 30, 2003, increased 28% to $433,035 or $.07 per share (diluted), as
compared to net income of $339,109 or $.06 per share (diluted) for same period
in 2002.
EBITDA (see discussion of EBITDA at the end of this release) increased 16% to
$1,146,194 for the three months ended June 30, 2003, versus $982,609 for the
same period in 2002. EBITDA increased 11% to $1,863,982 for six months ended
June 30, 2003 versus $1,679,112 for the same period in 2002.
NGS's rental fleet grew by 15% during the six months ended June 30, 2003. The
Company ended the quarter with 353 compressor packages in its rental fleet, up
from 254 units at June 30, 2002 and 308 units at December 31, 2002.
Continued on Page 2
Wayne Vinson, President and CEO of Natural Gas Services Group, Inc. said, "We
are extremely pleased with our quarter-to-quarter growth. With a 67% increase in
revenue for the three months and 53% increase in revenue for the six months in
our core leasing business, the second quarter and six months were significant
accomplishment for Natural Gas Services Group. As the second quarter financial
results show, our core leasing business remains quite profitable. We have been
able to do this by delivering a high-value product to the small to mid-sized
compressor market that meets their critical needs. Historically, our equipment
utilization rate remains around 90% and our operating margins are well above the
industry norms. As we move into our third quarter we will continue with our
strategic initiatives. While the economy continues to firm up, our goal is to
continue to meet the market demand for our products."
About Natural Gas Services Group, Inc. (NGS)
NGS manufactures, fabricates, sells, leases and services natural gas compressors
that enhance the production of oil and gas wells. The Company also manufactures
and sells flare systems and flare ignition systems for plant and production
facilities.
For More Information, Contact: Wayne Vinson, CEO or Wallace Sparkman
800-580-1828
Jim Drewitz, Investor Relations
972-355-6070
Or
visit the Company's website at www.ngsgi.com
Page 2 of 5
"EBITDA" reflects net income or loss before interest, taxes, depreciation and
amortization. EBITDA is a measure used by 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, EBITDA gives the
investor information as to the cash generated from the operations of a business.
However, EBITDA is not a measure of financial performance under accounting
principles generally accepted in the United States of America ("GAAP"), and
should not be considered a substitute for other financial measures of
performance. EBITDA as calculated by NGS may not be comparable to EBITDA as
calculated and reported by other companies. The most comparable GAAP measure to
EBITDA is net income. The reconciliation of EBITDA to net income is as follows:
Three months ended June 30, Six months ended June 30,
--------------------------- ---------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
EBITDA $ 1,146,194 $ 982,609 $ 1,863,982 $ 1,679,112
Adjustments to reconcile
EBITDA to net income:
Amortization and depreciation (417,589) (283,196) (779,555) (537,600)
Interest expense (175,706) (265,480) (329,789) (522,840)
Provision for income tax (237,747) (191,000) (321,603) (279,563)
----------- ----------- ----------- -----------
Net income $ 315,152 $ 242,933 $ 433,035 $ 339,109
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........................................
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, the loss of market share through competition
or otherwise; the introduction of competing technologies by other companies; a
prolonged, substantial reduction in oil and gas prices which could cause a
decline in the demand for NGS's products and services; 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 Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission.
Page 3 of 5
Natural Gas Services Group, Inc.
Consolidated Income Statements
(unaudited)
Three months ended June 30 Six months ended June 30
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenue:
Sales $ 939,838 $ 962,252 $ 1,505,110 $ 2,311,269
Service and maintenance 516,573 410,158 893,883 752,020
Leasing income 1,764,404 1,056,750 3,165,567 2,056,267
----------- ----------- ----------- -----------
3,220,815 2,429,160 5,564,560 5,119,556
Cost of revenue:
Cost of sales 713,624 472,567 1,146,797 1,561,452
Cost of service and maintenance 335,928 348,634 671,229 658,049
Cost of leasing 406,867 303,764 767,784 586,299
----------- ----------- ----------- -----------
1,456,419 1,124,965 2,585,810 2,805,800
----------- ----------- ----------- -----------
Gross Margin 1,764,396 1,304,195 2,978,750 2,313,756
Operating Cost:
Selling expense 185,604 119,003 324,551 243,670
General and administrative expense 410,838 326,946 791,004 600,487
Amortization & depreciation 417,589 283,196 779,555 537,600
----------- ----------- ----------- -----------
1,014,031 729,145 1,895,110 1,381,757
----------- ----------- ----------- -----------
Operating income 750,365 575,050 1,083,640 931,999
Interest expense (175,706) (265,480) (329,789) (522,840)
Equity in earnings of joint venture -- 124,151 -- 207,603
Other income (21,760) 212 787 1,910
----------- ----------- ----------- -----------
Income before income taxes 552,899 433,933 754,638 618,672
Income tax expense 237,747 191,000 321,603 279,563
----------- ----------- ----------- -----------
Net income 315,152 242,933 433,035 339,109
Preferred dividends 31,010 31,430 62,020 75,614
----------- ----------- ----------- -----------
Net income available to common shareholders $ 284,142 $ 211,503 $ 371,015 $ 263,495
=========== =========== =========== ===========
Earnings per share:
Basic $ 0.06 $ 0.06 $ 0.08 $ 0.08
Diluted $ 0.06 $ 0.05 $ 0.07 $ 0.06
Weighted average Shares:
Basic 4,875,324 3,357,632 4,866,527 3,357,632
Diluted 5,024,774 4,193,490 5,116,332 4,163,710
Page 4 of 5
Natural Gas Services Group, Inc.
Consolidated Balance Sheet
(unaudited)
June 30, 2003
ASSETS
Current Assets:
Cash and cash equivalents $ 976,004
Accounts receivable - trade 1,482,762
Inventory 2,292,196
Prepaid expenses 81,156
-----------
Total current assets 4,832,118
Lease equipment, net 16,709,633
Other property, plant and equipment, net 2,616,661
Goodwill, net 2,589,655
Patents, net 127,684
Other assets 114,605
-----------
Total assets $26,990,356
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long term debt and capital lease $ 2,278,951
Accounts payable and accrued liabilities 973,025
Unearned Income 588,007
-----------
Total current liabilities 3,839,983
Long term debt and capital lease, less current portion 6,708,947
Subordinated notes, net 1,376,865
Deferred income tax payable 1,492,573
-----------
Total liabilities 13,418,368
SHAREHOLDERS' EQUITY
Preferred stock $ 3,577
Common stock 49,816
Paid in capital 11,167,733
Retained earnings 2,350,862
-----------
Total shareholders' equity 13,571,988
-----------
Total liabilities and shareholders' equity $26,990,356
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