UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB/A
(Amendment No. 2)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2004
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________ to _____________
Commission file number 1-31398
NATURAL GAS SERVICES GROUP, INC.
(Name of small business issuer in its charter)
Colorado 75-2811855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2911 South County Road 1260
Midland, Texas 79706
(Address of principal executive offices) (Zip Code)
(432) 563-3974
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Common Stock $.01 Par Value
(Title of Class)
Warrants to Purchase Common Stock
(Title of Class)
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenue for its most recent fiscal year: $15,958,199
The aggregate market value of the voting and non-voting common equity
held by non-affiliates at March 23, 2005, computed by reference to the closing
price of $10.76 per share on the American Stock Exchange, was $47,676,914.
The number of shares outstanding of each of the issuer's classes of
common equity on March 23, 2005, was 6,765,764.
Documents Incorporated by Reference
None
Transitional Small Business Disclosure Format Yes No X
--- ---
================================================================================
EXPLANATORY NOTE
We are filing this Amendment No. 2 to our Annual Report on Form 10-KSB
in response to comments received by us from the Staff of the Securities and
Exchange Commission. Unless otherwise stated, all information contained in this
amendment is as of March 30, 2005, the filing date of our original Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2004. As a result of this
amendment, Natural Gas Services Group, Inc. is filing as exhibits to this
Amendment No. 2 on Form 10-KSB the certifications pursuant to Section 302 and
906 of the Sarbanes-Oxley Act of 2002. This Amendment No. 2 on Form 10-KSB/A
does not change our previously reported financial statements and other financial
disclosures.
Items included in the original Form 10-KSB, as amended by Amendment No.
1 to Form 10-KSB filed with the Securities and Exchange Commission on May 4,
2005, that are not included herein are not amended and remain in effect as of
the date of the original filing, as amended by Amendment No. 1. Additionally,
this Form 10-KSB/A does not purport to provide an update or a discussion of any
other developments subsequent to the original filing, as amended by Amendment
No. 1.
2
Item 8A. CONTROLS AND PROCEDURES
Under the supervision and with the participation of certain members of
Natural Gas' management, the chief executive officer and the chief financial
officer evaluated the effectiveness of the disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of Natural Gas Services Group, Inc. as of
December 31, 2004. Based on this evaluation, the chief executive officer and
chief financial officer concluded that Natural Gas' disclosure controls and
procedures were effective as of the end of the period covered by this report to
ensure that information required to be disclosed by Natural Gas Services Group,
Inc. in the reports that it files under the Exchange Act is collected, processed
and disclosed within the time periods specified in the Commission's rules and
forms.
There were no changes in Natural Gas' internal controls during the
fourth quarter of 2004 that have materially affected or are reasonably likely to
materially affect Natural Gas' internal controls over financial reporting. In
addition, to the knowledge of the chief executive officer and chief financial
officer there were no changes in other factors that could significantly affect
these controls subsequent to the date of the most recent evaluation made by the
chief executive officer and chief financial officer.
3
Item 13. EXHIBITS
The following is a list of all exhibits filed as part of this Form
10-KSB/A:
Exhibit No. Description
----------- -----------
2.1 Purchase and Sale Agreement by and between Hy-Bon Engineering
Company, Inc. and NGE Leasing, Inc. (Incorporated by reference
to Exhibit 2.1 of the Registrant's Current Report on Form 8-K
dated February 28, 2003 and filed with the Securities and
Exchange Commission on March 6, 2003)
3.1 Articles of Incorporation, as amended (Incorporated by
reference to Exhibit 3.1 of the 10QSB filed and dated November
10, 2004)
3.2 Bylaws (Incorporated by reference to Exhibit 3.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.1 Form of warrant certificate (Incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.2 Form of warrant agent agreement (Incorporated by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.3 Form of lock-up agreement (Incorporated by reference to
Exhibit 4.3 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.4 Form of representative's option for the purchase of common
stock (Incorporated by reference to Exhibit 4.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.5 Form of representative's option for the purchase of warrants
(Incorporated by reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.6 Stockholders Agreement, dated January 3, 2005 among Paul D.
Hensley, Tony Vohjesus, Jim Hazlett and Natural Gas Services
Group, Inc. (Incorporated by reference to Exhibit 4.3 of the
Registrant's From 8-K Report, dated January 3, 2005, as filed
with the Securities and Exchange Commission on January 7,
2005)
4
Executive Compensation Plans and Arrangements (Exhibits 10.1,
10.24, 10.25 and 10.26)
10.1 1998 Stock Option Plan (Incorporated by reference to Exhibit
10.1 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.2 Asset Purchase Agreement, dated January 1, 2001, between the
Registrant and Great Lakes Compression, Inc. (Incorporated by
reference to Exhibit 10.2 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.3 Exhibits 3(c)(1), 3(c)(2), 3(c)(3), 3(c)(4), 13(d)(1),
13(d)(2) and 13(d)(3) to Asset Purchase Agreement, dated
January 1, 2001, between the Registrant and Great Lakes
Compression, Inc. (Incorporated by reference to Exhibit 10.14
of the Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.4 Amendment to Guaranty Agreement between Natural Gas Services
Group, Inc. and Dominion Michigan Production Services, Inc.
(Incorporated by reference to Exhibit 10.3 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.5 Form of Series A 10% Subordinated Notes due December 31, 2006
(Incorporated by reference to Exhibit 10.8 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.6 Form of Five-Year Warrants to Purchase Common Stock
(Incorporated by reference to Exhibit 10.9 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.7 Warrants issued to Berry-Shino Securities, Inc. (Incorporated
by reference to Exhibit 10.10 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.8 Warrants issued to Neidiger, Tucker, Bruner, Inc.
(Incorporated by reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.9 Form of warrant issued in March 2001 for guaranteeing debt
(Incorporated by reference to Exhibit 10.12 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.10 Form of warrant issued in April 2002 for guaranteeing debt
(Incorporated by reference to Exhibit 10.13 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
5
10.11 Articles of Organization of Hy-Bon Rotary Compression, L.L.C.,
dated April 17, 2000 (Incorporated by reference to Exhibit
10.18 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.12 Regulations of Hy-Bon Rotary Compression, L.L.C. (Incorporated
by reference to Exhibit 10.19 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.13 First Amended and Restated Loan Agreement between the
Registrant and Western National Bank (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 27, 2003 and filed with the
Securities and Exchange Commission on April 14, 2003)
10.14 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Alan Kurus (Incorporated by
reference to Exhibit 10.25 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.15 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Wayne Vinson (Incorporated by
reference to Exhibit 10.26 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.16 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Earl Wait (Incorporated by
reference to Exhibit 10.27 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.17 Triple Net Lease Agreement, dated June 1, 2003, between NGE
Leasing, Inc. and Steven J. & Katherina L. Winer (Incorporated
by reference to Exhibit 10.17 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
2003)
10.18 Lease Agreement, dated June 19, 2003, between NGE Leasing,
Inc. and Wise Commercial Properties (Incorporated by reference
to Exhibit 10.18 of the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2003)
10.19 Lease Agreement, dated March 1, 2004, between the Registrant
and the City of Midland, Texas (Incorporated by reference to
Exhibit 10.19 of the Registrant's Form 10-QSB for the fiscal
quarter ended June 30, 2004)
6
10.20 Second Amended and Restated Loan Agreement, dated November 3,
2003, between the Registrant and Western National Bank
(Incorporated by reference to Exhibit 10.20 of the
Registrant's Form 10-QSB for the fiscal quarter ended June 30,
2004)
10.21 Securities Purchase Agreement, dated July 20, 2004, between
the Registrant and CBarney Investments, Ltd. (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated July 20, 2004 and filed with the Securities and
Exchange Commission on July 27, 2004)
10.22 Stock Purchase Agreement, dated October 18, 2004, by and among
the Registrant, Screw Compression Systems, Inc., Paul D.
Hensley, Jim Hazlett and Tony Vohjesus (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated October 18, 2004 and filed with the Securities
and Exchange Commission on October 21, 2004)
10.23 Fourth Amended and Restated Loan Agreement (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 14, 2005 as filed with the Securities
and Exchange Commission on March 18, 2005)
10.24 Employment Agreement between Paul D. Hensley and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.1 of the Registrants Form 8-K Report, dated January 3,
2005, as filed with the Securities and Exchange Commission on
January 7, 2005)
10.25 Employment Agreement between William R. Larkin and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.25 of the Registrant's Form 10-KSB for the fiscal year
ended December 31, 2004, and filed with the Securities and
Exchange Commission on March 30, 2005)
10.26 Promissory Note, dated January 3, 2005, in the original
principal amount of $2,100,000.00 made by Natural Gas Services
Group, Inc. payable to Paul D. Hensley (Incorporated by
reference to Exhibit 10.26 of the Registrant's Form 10-KSB for
the fiscal year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
14.0 Code of Ethics (Incorporated by reference to Exhibit 14.0 of
the Registrant's Form 10-KSB for the fiscal year ended
December 31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
7
21.0 Subsidiaries (Incorporated by reference to Exhibit 21.0 of the
Registrant's Form 10-KSB for the fiscal year ended December
31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
23.1 Consent of Hein & Associates LLP (Incorporated by reference to
Exhibit 23.1 of the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2004, and filed with the Securities
and Exchange Commission on March 30, 2005)
*31.1 Certification of Chief Executive Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of Chief Financial Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*32.1 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
*32.2 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
-----------------------------
* Filed herewith.
8
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: July 6, 2005 NATURAL GAS SERVICES GROUP, INC.
By: /s/ Stephen C. Taylor
--------------------------------
Stephen C. Taylor, President and
Principal Executive Officer
By: /s/ Earl R.Wait
--------------------------------
Earl R. Wait, Chief Financial
Officer
9
EXHIBIT INDEX
The following is a list of all exhibits filed as part of this Form
10-KSB/A:
Exhibit No. Description
----------- -----------
2.1 Purchase and Sale Agreement by and between Hy-Bon Engineering
Company, Inc. and NGE Leasing, Inc. (Incorporated by reference
to Exhibit 2.1 of the Registrant's Current Report on Form 8-K
dated February 28, 2003 and filed with the Securities and
Exchange Commission on March 6, 2003)
3.1 Articles of Incorporation, as amended (Incorporated by
reference to Exhibit 3.1 of the 10QSB filed and dated November
10, 2004)
3.2 Bylaws (Incorporated by reference to Exhibit 3.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.1 Form of warrant certificate (Incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.2 Form of warrant agent agreement (Incorporated by reference to
Exhibit 4.2 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.3 Form of lock-up agreement (Incorporated by reference to
Exhibit 4.3 of the Registrant's Registration Statement on Form
SB-2, No. 333-88314)
4.4 Form of representative's option for the purchase of common
stock (Incorporated by reference to Exhibit 4.4 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
4.5 Form of representative's option for the purchase of warrants
(Incorporated by reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
4.6 Stockholders Agreement, dated January 3, 2005 among Paul D.
Hensley, Tony Vohjesus, Jim Hazlett and Natural Gas Services
Group, Inc. (Incorporated by reference to Exhibit 4.3 of the
Registrant's From 8-K Report, dated January 3, 2005, as filed
with the Securities and Exchange Commission on January 7,
2005)
Executive Compensation Plans and Arrangements (Exhibits 10.1,
10.24, 10.25 and 10.26)
10.1 1998 Stock Option Plan (Incorporated by reference to Exhibit
10.1 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.2 Asset Purchase Agreement, dated January 1, 2001, between the
Registrant and Great Lakes Compression, Inc. (Incorporated by
reference to Exhibit 10.2 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.3 Exhibits 3(c)(1), 3(c)(2), 3(c)(3), 3(c)(4), 13(d)(1),
13(d)(2) and 13(d)(3) to Asset Purchase Agreement, dated
January 1, 2001, between the Registrant and Great Lakes
Compression, Inc. (Incorporated by reference to Exhibit 10.14
of the Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.4 Amendment to Guaranty Agreement between Natural Gas Services
Group, Inc. and Dominion Michigan Production Services, Inc.
(Incorporated by reference to Exhibit 10.3 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.5 Form of Series A 10% Subordinated Notes due December 31, 2006
(Incorporated by reference to Exhibit 10.8 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.6 Form of Five-Year Warrants to Purchase Common Stock
(Incorporated by reference to Exhibit 10.9 of the Registrant's
Registration Statement on Form SB-2, No. 333-88314)
10.7 Warrants issued to Berry-Shino Securities, Inc. (Incorporated
by reference to Exhibit 10.10 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.8 Warrants issued to Neidiger, Tucker, Bruner, Inc.
(Incorporated by reference to Exhibit 10.11 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.9 Form of warrant issued in March 2001 for guaranteeing debt
(Incorporated by reference to Exhibit 10.12 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.10 Form of warrant issued in April 2002 for guaranteeing debt
(Incorporated by reference to Exhibit 10.13 of the
Registrant's Registration Statement on Form SB-2, No.
333-88314)
10.11 Articles of Organization of Hy-Bon Rotary Compression, L.L.C.,
dated April 17, 2000 (Incorporated by reference to Exhibit
10.18 of the Registrant's Registration Statement on Form SB-2,
No. 333-88314)
10.12 Regulations of Hy-Bon Rotary Compression, L.L.C. (Incorporated
by reference to Exhibit 10.19 of the Registrant's Registration
Statement on Form SB-2, No. 333-88314)
10.13 First Amended and Restated Loan Agreement between the
Registrant and Western National Bank (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 27, 2003 and filed with the
Securities and Exchange Commission on April 14, 2003)
10.14 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Alan Kurus (Incorporated by
reference to Exhibit 10.25 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.15 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Wayne Vinson (Incorporated by
reference to Exhibit 10.26 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.16 Form of Termination of Employment Agreement Letter relating to
the Employment Agreement of Earl Wait (Incorporated by
reference to Exhibit 10.27 of the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002)
10.17 Triple Net Lease Agreement, dated June 1, 2003, between NGE
Leasing, Inc. and Steven J. & Katherina L. Winer (Incorporated
by reference to Exhibit 10.17 of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
2003)
10.18 Lease Agreement, dated June 19, 2003, between NGE Leasing,
Inc. and Wise Commercial Properties (Incorporated by reference
to Exhibit 10.18 of the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2003)
10.19 Lease Agreement, dated March 1, 2004, between the Registrant
and the City of Midland, Texas (Incorporated by reference to
Exhibit 10.19 of the Registrant's Form 10-QSB for the fiscal
quarter ended June 30, 2004)
10.20 Second Amended and Restated Loan Agreement, dated November 3,
2003, between the Registrant and Western National Bank
(Incorporated by reference to Exhibit 10.20 of the
Registrant's Form 10-QSB for the fiscal quarter ended June 30,
2004)
10.21 Securities Purchase Agreement, dated July 20, 2004, between
the Registrant and CBarney Investments, Ltd. (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated July 20, 2004 and filed with the Securities and
Exchange Commission on July 27, 2004)
10.22 Stock Purchase Agreement, dated October 18, 2004, by and among
the Registrant, Screw Compression Systems, Inc., Paul D.
Hensley, Jim Hazlett and Tony Vohjesus (Incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K dated October 18, 2004 and filed with the Securities
and Exchange Commission on October 21, 2004)
10.23 Fourth Amended and Restated Loan Agreement (Incorporated by
reference to Exhibit 10.1 of the Registrant's Current Report
on Form 8-K, dated March 14, 2005 as filed with the Securities
and Exchange Commission on March 18, 2005)
10.24 Employment Agreement between Paul D. Hensley and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.1 of the Registrants Form 8-K Report, dated January 3,
2005, as filed with the Securities and Exchange Commission on
January 7, 2005)
10.25 Employment Agreement between William R. Larkin and Natural Gas
Services Group, Inc. (Incorporated by reference to Exhibit
10.25 of the Registrant's Form 10-KSB for the fiscal year
ended December 31, 2004, and filed with the Securities and
Exchange Commission on March 30, 2005)
10.26 Promissory Note, dated January 3, 2005, in the original
principal amount of $2,100,000.00 made by Natural Gas Services
Group, Inc. payable to Paul D. Hensley (Incorporated by
reference to Exhibit 10.26 of the Registrant's Form 10-KSB for
the fiscal year ended December 31, 2004, and filed with the
Securities and Exchange Commission on March 30, 2005)
14.0 Code of Ethics (Incorporated by reference to Exhibit 14.0 of
the Registrant's Form 10-KSB for the fiscal year ended
December 31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
21.0 Subsidiaries (Incorporated by reference to Exhibit 21.0 of the
Registrant's Form 10-KSB for the fiscal year ended December
31, 2004, and filed with the Securities and Exchange
Commission on March 30, 2005)
23.1 Consent of Hein & Associates LLP (Incorporated by reference to
Exhibit 23.1 of the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2004, and filed with the Securities
and Exchange Commission on March 30, 2005)
*31.1 Certification of Chief Executive Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification of Chief Financial Officer required by Section
302 of the Sarbanes-Oxley Act of 2002
*32.1 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
*32.2 Certification required by Section 906 of the Sarbanes-Oxley
Act of 2002
-----------------------------
* Filed herewith.