UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended~~June 30, 2019~~March 31, 2020

☐ TRANSITION REPORT PURSUANT TO 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.

(Exact name of registrant as specified in its charter)


Colorado						75-2811855
(State or other jurisdiction of						~~(I.R.S. Employer~~
incorporation or organization)						(I.R.S. Employer Identification No.)

404 Veterans Airpark Ln., Ste 300

Midland, Texas 79705

(Address of principal executive offices)

(432) 262-2700

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes x						No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer x

☒

Non-accelerated filer o

Smaller reporting company ☒

Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes ☐						No x

~~APPLICABLE ONLY TO CORPORATE ISSUERS~~

As of ~~July 29, 2019,~~May 4, 2020, there were ~~13,226,971~~13,499,653 shares of the Registrant's common stock, $0.01 par value, outstanding.

~~Securities registered pursuant to Section 12(b) of the Act:~~

~~Title of each class~~

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

~~Common Stock, $0.01 par value~~

~~NGS~~

~~NYSE~~

Part I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheets

Page

Unaudited Condensed Consolidated ~~Income Statements~~Statement s of Operations

Page

Unaudited Condensed Consolidated Statements of Stockholders' Equity

Page

Unaudited Condensed Consolidated Statements of Cash Flows

Page

Notes to Unaudited Condensed Consolidated Financial Statements

Page

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Page

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Page

2325

Item 4. Controls and Procedures

Page

2325

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

Page

2426

Item 1A. Risk Factors

Page

Page

Page

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
June 30, December 31,
2019 2018
ASSETS
Current Assets:
Cash and cash equivalents $ 29,911 $ 52,628
Trade accounts receivable, net of allowance for doubtful accounts of $333 and $291, respectively 11,383 7,219
Inventory 30,302 30,974
Prepaid income taxes 3,146 3,148
Prepaid expenses and other 1,880 2,430
Total current assets 76,622 96,399
Long-term inventory, net of allowance for obsolescence of $21 and $19, respectively 3,873 3,980
Rental equipment, net of accumulated depreciation of $173,282 and $165,428, respectively 190,704 175,886
Property and equipment, net of accumulated depreciation of $11,777 and $11,556, respectively 20,146 16,587
Right of use assets - operating leases, net of accumulated amortization $83 494 —
Goodwill 10,039 10,039
Intangibles, net of accumulated amortization of $1,821 and $1,758, respectively 1,338 1,401
Other assets 1,339 1,109
Total assets $ 304,555 $ 305,401
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,579 $ 2,122
Accrued liabilities 3,999 8,743
Current operating leases 129 —
Deferred income 113 81
Total current liabilities 6,820 10,946
Line of credit 417 417
Deferred income tax liability 32,514 32,158
Long-term operating leases 365 —
Other long-term liabilities 1,869 1,699
Total liabilities 41,985 45,220
Commitments and contingencies (Note 9)
Stockholders’ Equity:
Preferred stock, 5,000 shares authorized, no shares issued or outstanding — —
Common stock, 30,000 shares authorized, par value $0.01; 13,138 and 13,005 shares issued and outstanding, respectively 131 130
Additional paid-in capital 109,218 107,760
Retained earnings 153,221 152,291
Total stockholders' equity 262,570 260,181
Total liabilities and stockholders' equity $ 304,555 $ 305,401


NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited)
	March 31,		December 31,
	2020		2019
ASSETS
Current Assets:
Cash and cash equivalents	$	13,051	$	11,592
Trade accounts receivable, net of allowance for doubtful accounts of $939 and $918, respectively	10,519		9,106
Inventory	19,424		21,080
Federal income tax receivable	14,992		—
Prepaid income taxes	68		40
Prepaid expenses and other	225		597
Total current assets	58,279		42,415
Long-term inventory, net of allowance for obsolescence of $37 and $24, respectively	1,108		1,068
Rental equipment, net of accumulated depreciation of $167,998 and $162,348, respectively	217,846		217,742
Property and equipment, net of accumulated depreciation of $12,682 and $12,847, respectively	22,236		21,869
Right of use assets - operating leases, net of accumulated amortization of $208 and $158, respectively	559		604

Intangibles, net of accumulated amortization of $1,914 and $1,883, respectively	1,245		1,276
Other assets	1,396		1,603
Total assets	$	302,669	$	286,577
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	2,255	$	1,975
Accrued liabilities	3,020		2,287
Line of credit	417		417

Current operating leases	187		189
Deferred income	1,190		640
Total current liabilities	7,069		5,508

Deferred income tax liability	41,683		31,243
Long-term operating leases	372		415

Other long-term liabilities	1,416		1,718
Total liabilities	50,540		38,884
Commitments and contingencies (Notes 6, 12 and 14)
Stockholders’ Equity:
Preferred stock, 5,000 shares authorized, 0 shares issued or outstanding	—		—
Common stock, 30,000 shares authorized, par value $0.01; 13,273 and 13,178 shares issued, respectively	133		132
Additional paid-in capital	110,926		110,573
Retained earnings	141,560		137,478


Treasury Shares, at cost, 38 shares	(490)		(490)
Total stockholders' equity	252,129		247,693
Total liabilities and stockholders' equity	$	302,669	$	286,577

See accompanying notes to these unaudited condensed consolidated financial statements.

NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(in thousands, except earnings per share)
(unaudited)
Three months ended Six months ended
June 30, June 30,
2019 2018 2019 2018
Revenue:
Rental income $ 13,572 $ 11,427 $ 26,959 $ 22,898
Sales 5,814 6,383 9,939 9,381
Service and maintenance income 509 394 988 643
Total revenue 19,895 18,204 37,886 32,922
Operating costs and expenses:
Cost of rentals, exclusive of depreciation stated separately below 6,359 5,195 12,244 9,899
Cost of sales, exclusive of depreciation stated separately below 4,419 4,924 8,118 7,115
Cost of service and maintenance 159 101 306 166
Selling, general and administrative expense 2,682 2,309 5,175 4,330
Depreciation and amortization 5,683 5,449 11,241 10,836
Total operating costs and expenses 19,302 17,978 37,084 32,346
Operating income 593 226 802 576
Other income (expense):
Interest expense (4) (3) (8) (6)
Other income, net 181 78 486 5
Total other income (expense), net 177 75 478 (1)
Income before provision for income taxes 770 301 1,280 575
Income tax expense 197 54 350 103
Net income $ 573 $ 247 $ 930 $ 472
Earnings per share:
Basic $ 0.04 $ 0.02 $ 0.07 $ 0.04
Diluted $ 0.04 $ 0.02 $ 0.07 $ 0.04
Weighted average shares outstanding:
Basic 13,134 12,963 13,100 12,941
Diluted 13,462 13,261 13,368 13,215

~~See accompanying notes to these unaudited condensed consolidated financial statements.~~

NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Total Stockholders' Equity
Shares Amount Shares Amount
BALANCES, January 1, 2018 — $ — 12,880 $ 129 $ 105,325 $ 151,865 $ 257,319
Exercise of common stock options — — 9 — 157 — 157
Compensation expense on common stock options — — — — 66 — 66
Issuance of restricted stock — — 60 — — — —
Compensation expense on restricted common stock — — — — 362 — 362
Taxes paid related to net shares settlement of equity awards — — — — (495) — (495)
Net income — — — — — 225 225
BALANCES, March 31, 2018 — $ — 12,949 $ 129 $ 105,415 $ 152,090 $ 257,634
Compensation expense on common stock options — — — — 31 — 31
Issuance of restricted stock — — 19 — — — —
Compensation expense on restricted common stock — — — 1 616 — 617
Taxes paid related to net shares settlement of equity awards — — — — (134) — (134)
Net income — — — — — 247 247
BALANCES, June 30, 2018 — $ — 12,968 $ 130 $ 105,928 $ 152,337 $ 258,395

NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Total Stockholders' Equity
Shares Amount Shares Amount
BALANCES, January 1, 2019 — $ — 13,005 $ 130 $ 107,760 $ 152,291 $ 260,181
Exercise of common stock options — — 57 — 555 — 555
Compensation expense on common stock options — — — — 31 — 31
Issuance of restricted stock — — 71 — — — —
Compensation expense on restricted common stock — — — 1 463 — 464
Taxes paid related to net shares settlement of equity awards — — — — (192) — (192)
Net income — — — — — 357 357
BALANCES, March 31, 2019 — $ — 13,133 $ 131 $ 108,617 $ 152,648 $ 261,396
Exercise of common stock options — — — — (50) — (50)
Compensation expense on common stock options — — — — 30 — 30
Issuance of restricted stock — — 5 — — — —
Compensation expense on restricted common stock — — — — 612 — 612
Taxes paid related to net shares settlement of equity awards — — — — (9) — (9)
Net income — — — — — 573 573
BALANCES, June 30, 2019 — $ — 13,138 $ 131 $ 109,218 $ 153,221 $ 262,570


NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except earnings per share) (unaudited)

	Three months ended
	March 31,
	2020		2019
Revenue:
Rental income	$	16,100	$	13,387
Sales	1,450		4,125

Service and maintenance income	340		479
Total revenue	17,890		17,991
Operating costs and expenses:
Cost of rentals, exclusive of depreciation stated separately below	7,897		6,220
Cost of sales, exclusive of depreciation stated separately below	1,739		3,699

Cost of service and maintenance, exclusive of depreciation stated separately below	125		147

Selling, general and administrative expenses	2,162		2,493
Depreciation and amortization	6,240		5,577


Total operating costs and expenses	18,163		18,136
Operating loss	(273)		(145)
Other income (expense):
Interest expense	(3)		(4)
Other (expense) income, net	(185)		305
Total other (expense) income, net	(188)		301
(Loss) income before provision for income taxes	(461)		156
Income tax benefit (expense)	4,543		(58)
Net income	$	4,082	$	98
Earnings per share:
Basic	$	0.31	$	0.01
Diluted	$	0.30	$	0.01
Weighted average shares outstanding:
Basic	13,157		13,064
Diluted	13,416		13,268

See accompanying notes to these unaudited condensed consolidated financial statements.

NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six months ended
June 30,
2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 930 $ 472
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 11,241 10,836
Deferred income taxes 356 170
Stock-based compensation 1,137 1,076
Bad debt allowance (recovery) 55 (102)
Gain on sale of assets (37) (49)
(Gain) loss on company owned life insurance (131) 55
Changes in operating assets and liabilities:
Trade accounts receivables (4,219) (739)
Inventory 1,200 2,673
Prepaid expenses and prepaid income taxes (22) 321
Accounts payable and accrued liabilities (4,287) (4,327)
Deferred income 32 302
Other 192 172
NET CASH PROVIDED BY OPERATING ACTIVITIES 6,447 10,860
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of rental equipment and property and equipment (29,402) (16,945)
Purchase of company owned life insurance (111) (191)
Proceeds from sale of property and equipment 26 49
Proceeds from insurance claims of property and equipment 11 —
NET CASH USED IN INVESTING ACTIVITIES (29,476) (17,087)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments from other long-term liabilities, net (10) (19)
Proceeds from exercise of stock options 505 157
Taxes paid related to net share settlement of equity awards (183) (629)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 312 (491)
NET CHANGE IN CASH AND CASH EQUIVALENTS (22,717) (6,718)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 52,628 69,208
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 29,911 $ 62,490
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 8 $ 6
Income taxes paid $ 45 $ 66
NON-CASH TRANSACTIONS
Transfer of rental equipment components to inventory $ 347 $ 144
Transfer of prepaids to rental equipment and inventory $ 574 $ —
Right of use acquired through an operating lease $ 126 $ —


NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands) (unaudited)
	Preferred Stock				Common Stock						Additional Paid-In Capital		Retained Earnings		Treasury Stock		Total Stockholders' Equity
	Shares	Amount		Shares	Amount							Shares			Amount
BALANCES, January 1, 2019	—	$	—	13,005	$	130	$	107,760	$	151,342	—		$	—	$	259,232
Exercise of common stock options	—	—		57	—		555		—		—		—		555
Compensation expense on common stock options	—	—		—	—		31		—		—		—		31
Issuance of restricted stock	—	—		71	—		—		—		—		—		—
Compensation expense on restricted common stock	—	—		—	1		463		—		—		—		464
Taxes paid related to net shares settlement of equity awards	—	—		—	—		(192)		—		—		—		(192)
Net income	—	—		—	—		—		98		—		—		98
BALANCES, March 31, 2019	—	$	—	13,133	$	131	$	108,617	$	151,440	—		$	—	$	260,188







BALANCES, January 1, 2020	—	$	—	13,178	$	132	$	110,573	$	137,478	38		$	(490)	$	247,693


Compensation expense on common stock options	—	—		—	—		17		—		—		—		17
Issuance of restricted stock	—	—		95	—		—		—		—		—		—
Compensation expense on restricted common stock	—	—		—	1		485		—		—		—		486
Taxes paid related to net shares settlement of equity awards	—	—		—	—		(149)		—		—		—		(149)
Net income	—	—		—	—		—		4,082		—		—		4,082
BALANCES, March 31, 2020	—	$	—	13,273	$	133	$	110,926	$	141,560	38		$	(490)	$	252,129


NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
	Three months ended
	March 31,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,082	$	98
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,240		5,577
Deferred income taxes	337		68
Stock-based compensation	502		495
Bad debt allowance	21		10


Gain on sale of assets	(68)		(22)

Loss (gain) on company owned life insurance	262		(99)

Changes in operating assets and liabilities:
Trade accounts receivables	(1,434)		(3,089)
Inventory	1,616		(3,986)
Federal income tax receivable	(14,992)		—
Prepaid expenses and prepaid income taxes	344		149
Accounts payable and accrued liabilities	1,013		(3,074)

Deferred income	550		52
Deferred tax liability increase due to tax law change	10,103		—
Other	(301)		75

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	8,275		(3,746)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of rental equipment and property and equipment	(6,679)		(9,230)
Purchase of company owned life insurance	(54)		(40)
Proceeds from sale of property and equipment	68		11
Proceeds from insurance claims of property and equipment	—		11
NET CASH USED IN INVESTING ACTIVITIES	(6,665)		(9,248)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments from other long-term liabilities, net	(2)		(5)


Proceeds from exercise of stock options	—		555

Taxes paid related to net share settlement of equity awards	(149)		(192)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(151)		358
NET CHANGE IN CASH AND CASH EQUIVALENTS	1,459		(12,636)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	11,592		52,628
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	13,051	$	39,992
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	3	$	4
Income taxes paid	$	40	$	2
NON-CASH TRANSACTIONS
Transfer of prepaids to rental equipment and inventory	$	—	$	574


Right of use acquired through an operating lease	$	4	$	126

See accompanying notes to these unaudited condensed consolidated financial statements.

Natural Gas Services Group, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~(1) Basis~~1. Description of ~~Presentation~~Business

Natural Gas Services Group, Inc. (the "Company", “NGS”, "Natural Gas Services Group", "we" or "our") (a Colorado corporation), is a leading provider of natural gas compression equipment and services to the energy industry. The Company manufactures, fabricates, rents, sells and maintains natural gas compressors and flare systems for oil and natural gas production and plant facilities. NGS is headquartered in Midland, Texas, with fabrication facilities located in Tulsa, Oklahoma and Midland, Texas, and service facilities located in major oil and natural gas producing basins in the U.S.

Recent Events

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus known as COVID-19 due to the risks it imposes on the international community as the virus spreads globally. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The effects of the COVID-19 outbreak, including actions taken by businesses and governments to contain the spread of the virus, have resulted in a significant, rapid decline in global and U.S. economic conditions. This significant drop in economic activity has caused global demand for crude oil to drastically decline. According to the International Energy Agency’s (“IEA”) Oil Market Report for April 2020, global crude oil demand during the second quarter of 2020 is expected to decline 23.1 million barrels per day compared to the second quarter of 2019, a decrease of more than 20%.

In March 2020, discussion between OPEC and Russia (“OPEC+”) resulted in Saudi Arabia significantly discounting the price of its crude oil, as well as Saudi Arabia and Russia significantly increasing their oil supply in April 2020. The dramatic decline in crude oil demand combined with this increase in supply resulted in unprecedented storage issues and a resulting severe lack of takeaway capacity for oil producers. As a result, crude oil prices reached record or multi-year lows in April. West Texas Intermediate (“WTI”) crude oil traded below $20 per barrel and Brent crude oil traded below $30 per barrel during the second half of April, including an anomalous trading day where WTI traded at negative values on low volume close to the end of a contract trading month. On May 6, 2020, WTI closed at $23.99 per barrel, while Brent closed at $29.72 per barrel.

Given current price levels and takeaway issues, domestic producers have been rapidly shutting in production, and drilling and completion activities among exploration and production companies have dramatically declined. In April 2020, OPEC+ agreed to cut production by 9.7 million barrels per day starting in May 2020, and the IEA is projecting global oil production to drop by approximately 12 million barrels per day in May 2020. Nevertheless, given the massive decline in crude oil demand due to COVID-19, the imbalance in the global oil markets is expected to keep prices down through the remainder of 2020.

These issues have resulted in an increasing number of unit returns and shut-in notices from our customers during April 2020. While we witnessed minimal change in our unit and horsepower utilization during the first quarter of 2020 compared to year-end 2019, we expect a meaningful drop in utilization among our small and medium horsepower units during the second and third quarters of 2020. Accordingly, we expect this drop in utilization and pricing pressures to negatively impact our rental revenue, rental margins and overall financial performance for the remainder of 2020. In addition, given the current economic and industry backdrop, we expect compressor sales to be minimal for the remainder of 2020, as exploration and production companies have significantly reduced their capital expenditures budgets.

We have implemented various cost cutting measures with respect to operating expenses and capital expenditures. Our operating expense reductions include reductions in our headcount from both layoffs and attrition, wage freezes, centralization of certain processes for better cost control, and the enlistment of our suppliers in our cost cutting efforts. We continue to review additional opportunities to become more efficient. In addition, as we have done during prior downturns, we have reduced our capital expenditures budget. After we spent $6.7 million in capital expenditures during the first quarter of 2020, we plan to only incur another $5-$7 million in capital expenditures for the remainder of 2020, bringing our 2020 capital expenditures budget to $12-$14 million, down from $69.9 million in 2019.

date, our field operations have continued largely uninterrupted, as the U.S. Department of Homeland Security designated our industry as part of our country’s critical infrastructure. Remote work and work process adjustments related to COVID-19 have not impacted our ability to maintain operations or caused us to incur significant costs. In addition, we have not experienced any supply chain issues in connection with the COVID-19 outbreak.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company's financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity during 2020.

2. Summary of Significant Accounting Policies

~~These notes apply to the unaudited condensed consolidated financial statements~~Principles of ~~Natural Gas Services Group, Inc. a Colorado corporation (the "Company", “NGSG”, "Natural Gas Services Group", "we" or "our").~~ Consolidation and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its subsidiary, NGSG Properties, LLC and the rabbi trust associated with the Company's deferred compensation plan ~~see~~(see Note 4.7). All significant intercompany accounts and transactions for the periods presented have been eliminated in consolidation.

These financial statements include all adjustments, consisting of only normal recurring adjustments, which are necessary to make our financial position at ~~June 30, 2019~~March 31, 2020 and the results of our operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ not misleading. As permitted by the rules and regulations of the Securities and Exchange Commission (SEC), the accompanying condensed consolidated financial statements do not include all disclosures normally required by generally accepted accounting principles in the United States of America (GAAP). These financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 on file with the SEC. In our opinion, the condensed consolidated financial statements are a fair presentation of the financial position, results of operations, changes in stockholders' equity and cash flows for the periods presented.

The results of operations for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, ~~2019.~~2020.

Revenue Recognition Policy

The Company ~~adopted~~recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606") ~~on January, 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition as detailed below.~~

~~The Company applied~~. Under ASC 606, ~~using the cumulative effect method. We had no significant changes in our recognition of~~ revenue at adoption and our review of all open revenue from contracts with customers on January 1, 2018 indicated we had no adjustment to be made. If an adjustment had been needed, we would have recognized the cumulative effect of initially applying ASC 606 with an adjustment to the opening balance of equity at January 1, 2018.

~~Revenue~~ is measured based on a consideration specified in a customer’s contract, excluding any sale incentives and taxes collected on behalf of third parties (i.e. sales and property taxes). WeRevenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive for those goods or services. To recognize revenue, ~~once our~~we (i) identify the contract(s) with a customer; (ii) identify the performance ~~obligation has been satisfied and control over a product or service has transferred~~obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the ~~customer.~~performance obligations in the contract; and (v) recognize revenue when, or as, we satisfy the performance obligation(s). Shipping and handling costs incurred are accounted for as fulfillment costs and are included in cost of revenues in our ~~condensed~~ consolidated ~~income statement.~~statements of operations.

Nature of Goods and Services

The following is a description of principal activities from which the Company generates its revenue:

Rental Revenue. The Company generates revenue from renting compressors and flare systems to our customers. These contracts, which all qualify as operating leases under ASC Topic 842, Leases (ASC 842), may also include a fee for servicing the compressor or flare during the rental contract. Our rental contracts typically range from six to ~~twenty-four~~24 months, with our larger horsepower compressors having contract terms of up to 60 months. Our revenue ~~being~~is recognized over time, inwith equal monthly payments over the term of the contract. After the ~~term~~terms of athe contract ~~has~~have expired, a customer may renew their contract or continue renting on a monthly basis thereafter. In accordance ASC 842 – Leases, we have applied the practical expedient ASC 842-10-15-42A, which allows the Company to combine lease and non-lease components.

Sales Revenue.The Company generates revenue by the sale of custom/fabricated compressors, flare systems and parts, as well as, exchange/rebuilding customer owned compressors and sale of used rental equipment.

Custom/fabricated compressors and flare systems - The Company designs and fabricates compressors and flares based on the customer’s specifications outlined in their contract. Though the equipment being built is customized by the customer, control under these contracts does not pass to the customer until the compressor or flare package is complete and shipped, or in accordance with a bill and hold ~~arrangements~~arrangement, the customer accepts title and assumes the risk and rewards of ownership. We request some of our customers to make progressive payments as the product is being built; these payments are recorded as a contract liability on the Deferred Income line on the condensed consolidated balance sheet until control has been transferred.

These contracts also may include an assurance warranty clause to guarantee the product is free from defects in material and workmanship for a set duration of time; this is a standard industry practice and is not considered a performance obligation.

From time to time, upon the customer’s written request, we recognize revenue when manufacturing is complete and the equipment is ready for shipment. At the customer’s request, we will bill the customer upon completing all performance obligations, but before shipment. The customer will formally request that we ship the equipment per their direction from our manufacturing facility at a later specified date and that we segregate the equipment from our finished goods, such that they are not available to fill other orders. Per the customer’s agreement change of control is passed to the customer once the equipment is complete and ready for shipment. We have operated using bill and hold agreements with certain customers for many years, with consistent satisfactory results for both the customer and us. The credit terms on these agreements are consistent with the credit terms on all other sales. All control is shouldered by the customer and there are no exceptions to the customer’s commitment to accept and pay for the manufactured equipment. Revenues recognized related to bill and hold arrangements for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019 was approximately ~~$6.1 million.~~$852,000 and $2.7 million, respectively.

Parts - Revenue is recognized after the customer obtains control of the parts. Control is passed either by the customer taking physical possession or the parts being shipped. The amount of revenue recognized is not adjusted for expected returns, as our historical part returns have been de minimis.

Exchange or rebuilding customer owned compressors - Based on the contract, the Company will either exchange a new/rebuilt compressor for the customer’s malfunctioning compressor or rebuild the customer’s compressor. Revenue is recognized after control of the replacement compressor has transferred to the customer based on the terms of the contract, i.e., by physical delivery, delivery and installment, or shipment of the compressor.

Used compressors or flares - From time to time, a customer may request to purchase a used compressor or flare out of our rental fleet. Revenue from the sale of rental equipment is recognized when the control has passed to the customer based on the terms of the contract, i.e. when the customer has taken physical possession or the equipment has been shipped.

Service and Maintenance Revenue. The Company provides routine or call-out services on customer owned equipment. Revenue is recognized after services in the contract are rendered.

Payment terms for sales revenue and service and maintenance revenue discussed above are generally 30 to 60 days, although terms for specific customers can vary. Also, ~~the~~ transaction prices are not subject to variable consideration constraints.

Disaggregation of Revenue

The following table shows the Company's revenue disaggregated by product or service type for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 and ~~2018:~~2019:

Three months ended June 30, Six months ended June 30,
(in thousands) (in thousands)
2019 2018 2019 2018
Compressors - sales $ 4,788 $ 4,735 $ 7,496 $ 6,564
Flares - sales 106 969 541 1,491
Other (Parts/Rebuilds) - sales 920 679 1,902 1,326
Service and maintenance 509 394 988 643
Total revenue from contracts with customers 6,323 6,777 10,927 10,024
Add: non-ASC 606 rental revenue 13,572 11,427 26,959 22,898
Total revenue $ 19,895 $ 18,204 $ 37,886 $ 32,922


	Three months ended March 31,
	(in thousands)
	2020		2019
Compressors - sales	$	852	$	2,708
Flares - sales	80		435
Other (parts/rebuilds) - sales	518		982
Service and maintenance	340		479
Total revenue from contracts with customers	1,790		4,604
Add: ASC 842 rental revenue	16,100		13,387
Total revenue	$	17,890	$	17,991

Contract Balances

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we had the following receivables and deferred income from contracts with customers:


		June 30, 2019		December 31, 2018			(in thousands)
		(in thousands)							March 31, 2020		December 31, 2019
Accounts Receivable	Accounts Receivable					Accounts Receivable
Accounts receivable - contracts with customers	Accounts receivable - contracts with customers	$	5,458	$	2,250	Accounts receivable - contracts with customers	$	1,290	$	3,061
Accounts receivable - non-ASC 606		6,258		5,260
Accounts receivable - ASC 842						Accounts receivable - ASC 842	10,168		6,963
Total Accounts Receivable	Total Accounts Receivable	$	11,716	$	7,510	Total Accounts Receivable	$	11,458	$	10,024
Less: Allowance for doubtful accounts	Less: Allowance for doubtful accounts	(333)		(291)		Less: Allowance for doubtful accounts	(939)		(918)
Total Accounts Receivable, net	Total Accounts Receivable, net	$	11,383	$	7,219	Total Accounts Receivable, net	$	10,519	$	9,106

Deferred income	Deferred income	$	113	$	81	Deferred income	$	1,190	$	640

The Company recognized ~~$35,000 in~~rental revenue of $73,000 for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 that was included in deferred income at the beginning of ~~2019.~~2020. For the year ended December 31, ~~2018,~~2019, the Company recognized revenue of ~~$176,000~~$48,000 from amounts related to sales that were included in deferred income at the beginning of ~~2018.~~2019.

The ~~changes in the balance~~increases (decreases) of accounts receivable and deferred income were primarily due to normal timing differences between our performance and the customers’ payments.

Transaction Price Allocated to the Remaining Performance Obligations

As of ~~June 30, 2019,~~March 31, 2020, the Company did not have revenue related to unsatisfied performance ~~obligations under ASC 606-10-50-13.~~obligations.

Contract Costs

The Company ~~applies the practical expedient in ASC 340-40-25-4 and~~ recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative ~~expense~~expenses on our condensed consolidated ~~income statement.~~statements of operations.

Leases

On January 1, 2019, we adopted ASC 842 ~~Leases ("ASC 842") and all the related amendments~~ using the modified retrospective method. We recognized the cumulative effect of initially applying the new lease standard and had no adjustments to retained earnings. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods. We do not expect the adoption of the new lease standard to have a material impact to our net income on an ongoing basis.

The new lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts or land easements entered into prior to adoption are leases or contain leases.

~~The cumulative effect of the changes made to our consolidated balance sheet at January 1, 2019, for the adoption of ASU 2016-02, Leases, was as follows (in thousands):~~

Balance at December 31, 2018 Adjustments due to ASU 2016-02 Balance at January 1, 2019
Balance Sheet
Assets
Right of use assets $ — $ 451 $ 451
Liabilities
Current portion of operating leases $ — $ 126 $ 126
Long term portion of operating leases — 325 325
Total lease liabilities $ — $ 451 $ 451

The Company, as a ~~lessee,~~lessor, applies the practical expedient ~~in ASC 842-10-15-37, and does~~to not separate non-lease components from lease components, therefore, accounting for each separate lease component and its associated non-lease component, as a single lease component.

~~The Company, as a lessor, applies the practical expedient in ASC 842-10-15-42A, in leases~~ Each lease that ~~contain~~1) contains the same timing and pattern of transfer for lease and non-lease ~~components~~components; and ~~are deemed~~2) if the lease component, if accounted for separately, would be classified as an operating ~~leases,~~lease, the ~~lessor is~~Company elects to not ~~required to~~ separate non-lease components from lease components. ~~Therefore, on any lease that meets these qualifications we have chosen to account for each separate lease component and its associated non-lease component, as a single lease component.~~

The Company applies the practical expedient in ASC 842-20-25-2, to recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred for leases with terms of 12 months or less.Inventory

~~Fair Value~~Inventory (current and long-term) is valued at the lower of ~~Financial Instruments~~cost and net realizable value. The cost of inventories is determined by the weighted average method. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on current and anticipated customer demand and production requirements. The Company accesses anticipated customer demand based on current and upcoming capital expenditure budgets of its major

customers as well as other significant companies in the industry, along with oil and natural gas price forecasts and other factors affecting the industry. In addition, our long-term inventory consists of raw materials that remain viable but which the Company does not expect to sell within the next year.

Rental Equipment and Property and Equipment

Rental equipment and property and equipment are recorded at cost less accumulated depreciation, except for work-in-progress on new rental equipment which is recorded at cost until it’s complete and added to the fleet. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Our ~~financial instruments consist principally~~rental equipment has an estimated useful life between 15 and 25 years, while our property and equipment has an estimate useful lives which range from 3 to 39 years. The majority of our property and equipment, including rental equipment, is a direct cost to generating revenue.

We assess the impairment of rental equipment and property and equipment whenever events or changes in circumstances indicate that the net recorded amount may not be recoverable. The following factors could trigger an impairment review: significant underperformance relative to historical or projected future cash flows; significant adverse changes in the extent or manner in which asset (or asset group) is being used or its condition, including a meaningful drop in fleet utilization over the prior four quarters; significant negative industry or company-specific trends or actions, including meaningful capital expenditure budget reductions by our major customers or other sizable exploration and production or midstream companies, as well as significant declines in oil and natural gas prices; legislative changes prohibiting us from leasing our units or flares; or poor general economic conditions. An impairment loss is recognized if the future undiscounted cash ~~equivalents, accounts receivable, accounts payable, deferred compensation plan (cash portion)~~flows associated with the asset (or asset group) and ~~our line of credit. Pursuant to ASC 820 (Accounting Standards Codification),~~ the estimated fair value of ~~our cash equivalents is determined based on “Level 1” inputs, which consist~~the asset are less than the asset's carrying value.

Sales of ~~quoted prices in active markets for identical assets. We believe that~~equipment out of the ~~recorded values~~rental fleet are included with sales revenue and cost of ~~all~~sales, while retirements of ~~our~~units are shown as a separate operating expense. Gains and losses resulting from sales and dispositions of other ~~financial instruments approximate their fair values because~~property and equipment are included within other income (expense). Maintenance and repairs are charged to cost of ~~their nature (variable rate debt) and relatively short maturity dates or durations.~~rentals as incurred.

Income Taxes

As part of the process of preparing our financial statements, we are required to estimate our federal income taxes as well as income taxes in each of the states in which we operate. We use an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating our estimated annual effective tax rate, we consider forecasted annual pre-tax income and estimated permanent book versus tax differences, as well as tax credits. Adjustments to the effective tax rate and estimate will occur as information and assumptions change.This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are ~~included in our consolidated balance sheet.~~expected to be recovered or settled. We ~~must then~~ assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not probable, we ~~must~~ establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we ~~must~~ include an expense in the tax provision in ~~the statement~~our condensed consolidated statements of operations.

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We currently have no valuation allowance and fully expect to utilize all of our deferred tax assets.

ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In order to record any financial statement benefit, we are required to determine, based on technical merits of the position, whether it is more likely than not (a likelihood

of more than 50 percent) that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. If that step is satisfied, then we must measure the tax position to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of the benefit that ~~has a~~is greater than 50 percent likely of being realized upon ultimate settlement.

Our policy regarding income tax interest and penalties is to expense those items as other expense.

~~During the fourth quarter of 2018, the Company discovered a potential~~We account for uncertain tax positions in accordance with guidance in ASC 740, which prescribes the minimum recognition threshold a tax position ~~attributable~~taken or expected to be taken in a tax return is required to meet before being recognized in the condensed consolidated financial statements. We have 0 uncertain tax positions as of March 31, 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in response to the ~~deductibility of certain executive compensation expense for~~economic impact caused the COVID-19 pandemic. The CARES Act, among other things, permits federal income tax ~~purposes aggregating approximately $168,000, $149,000~~net operating loss ("NOL") carryovers and ~~$230,000~~carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the ~~years ended December 31, 2017, 2016~~CARES Act allows NOLs incurred in 2018, 2019, and 2015, respectively. As a result, in accordance with ASC Topic 740, during the fourth quarter of 2018, the Company recorded a tax adjustment of $547,000 and accrued penalty and interest expense of $55,000 attributable2020 to ~~the uncertain tax position. Management~~be carried back to each of the ~~Company determined that the effect~~five preceding taxable years to generate a refund of ~~the potential uncertain tax position on~~ previously ~~reported results of operations for the years ended December 31, 2017 and 2016 was not material. The Company plans on amending its previously filed~~paid federal income ~~tax returns and is in~~taxes. Please read Note 4, Federal Income Tax Receivable for a discussion about the ~~process of analyzing certain offsetting deductions to reduce the uncertain tax position reserve.~~impact on our condensed consolidated financial statements.

~~Reclassification of Prior Period Balances~~

Fair Value Measurement

~~Certain reclassifications have been made~~Fair value is defined as the price that would be received to ~~prior period amounts, due~~sell an asset or paid to ~~our adoption~~transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. ASC Topic 820 established a fair value hierarchy, which requires an entity to maximize the use of ~~ASC 842, to conform to the current-year presentation.~~observable inputs when measuring fair value. These ~~reclassifications had no effect on the financial statements.~~inputs are categorized as follows:

Level 1- quoted prices in an active market for identical assets or liabilities;

~~(2) Stock-Based Compensation~~Level 2- quoted prices in an active market for similar assets or liabilities, inputs other than quoted prices that are observable for similar assets or liabilities, inputs derived principally from or corroborated by observable market data by correlation or other means; and

~~Stock Options:~~Level 3- valuation methodology with unobservable inputs that are significant to the fair value measurement.

Management believes that the fair value of our cash and cash equivalents, trade receivables, accounts payable and line of credit at March 31, 2020 and December 31, 2019 approximate their carrying values due to the short-term nature of the instruments or the use of prevailing market interest rates.

~~A summary of option activity under our 1998 Stock Option Plan as of December 31, 2018,~~Segments and ~~changes during the six months ended June 30, 2019 is presented below.~~Related Information

Number
of
Stock Options
Weighted Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life (years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 2018 283,686 $ 20.46 3.58 $ 434
Exercised (56,352) 8.97 — 474
Canceled/Forfeited (3,000) 27.91 — —
Outstanding, June 30, 2019 224,334 $ 23.25 3.92 $ 14
Exercisable, June 30, 2019 213,901 $ 23.01 3.74 $ 14
ASC 280-10-50, “Operating Segments”, define the characteristics of an operating segment as a) being engaged in business activity from which it may earn revenue and incur expenses, b) being reviewed by the company's chief operating decision maker (CODM) for decisions about resources to be allocated and assess its performance and c) having discrete financial information. Although we indeed look at our products to analyze the nature of our revenue, other financial information, such as certain costs and expenses, net income and EBITDA are not captured or analyzed by these categories. Our CODM does not make resource allocation decisions or access the performance of the business based on these categories, but rather in the aggregate. Based on this, management believes that it operates in 1 business segment.

~~The~~In their analysis of product lines as potential operating segments, management also considered ASC 280-10-50-11, “Aggregation Criteria”, which allows for the aggregation of operating segments if the segments have similar economic characteristics and if the segments are similar in each of the following ~~table summarizes information about our stock options outstanding at June 30, 2019:~~

Range of Exercise Prices
Options Outstanding Options Exercisable
Shares
Weighted
Average
Remaining
Contractual
Life (years)
Weighted
Average
Exercise
Price
Shares
Weighted
Average
Exercise
Price
$0.01-15.70 8,500 2.57 $ 14.89 8,500 $ 14.89
$15.71-17.81 42,000 1.08 17.54 42,000 17.54
$17.82-20.48 50,500 1.84 19.43 50,500 19.43
$20.49-33.36 123,334 5.84 27.33 112,901 27.26
224,334 3.92 $ 23.25 213,901 $ 23.01
areas:

•The nature of the products and services;

•The nature of the production processes;

•The type or class of customer for their products and services;

•The methods used to distribute their products or provide their services; and

•The nature of the regulatory environment, if applicable.

We are engaged in the business of designing and manufacturing compressors and flares. Our compressors and flares are sold and rented to our customers. In addition, we provide service and maintenance on compressors in our fleet and to third parties. These business activities are similar in all geographic areas. Our manufacturing process is essentially the same for the entire Company and is performed in house at our facilities in Midland, Texas and Tulsa, Oklahoma. Our customers primarily consist of entities in the business of producing natural gas. The maintenance and service of our products is consistent across the entire Company and is performed via an internal fleet of vehicles. The regulatory environment is similar in every jurisdiction in that the most impacting regulations and practices are the result of federal energy policy. In addition, the economic characteristics of each customer arrangement are similar in that we maintain policies at the corporate level.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC Topic 740), which simplifies accounting for income taxes by removing certain exceptions to various tax accounting principles and clarifies other existing guidance in order to improve consistency of application. These amendments are effective for public entities for interim and annual periods

beginning after December 15, 2020. We are currently evaluating the impact of ASU 2019-12 on our consolidated financial statements and note disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments to ASC Topic 326 require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, including trade receivables. For companies that qualify as smaller reporting companies, the amendments in this update are effective for interim and annual periods beginning after January 1, 2023. We are currently evaluating the impact of ASU 2016-13 on our consolidated financial statements and note disclosures.

Revisions of Prior Period Financial Statements

As stated in our Annual Report on Form 10-K for the year ended December 31, 2019, we revised our consolidated financial statements for the years ended December 31, 2018 and 2017, as well as for interim periods in 2019 and 2018, for immaterial operating costs and expenses that were inappropriately capitalized. The following is a summary of the revisions to our unaudited, condensed consolidated financial statements for the three months ended March 31, 2019:

Revised Condensed Consolidated Statement of Operations


	For the three months ended March 31, 2019
($ in thousands)	As Reported		Revisions		As Revised
Total revenue	$	17,991	$	—	$	17,991
Operating costs and expenses:
Cost of rentals, exclusive of depreciation stated separately below	5,885		335		6,220
Depreciation and amortization	5,558		19		5,577
Total operating costs and expenses	17,782		354		18,136
Operating income (loss)	209		(354)		(145)
Income before provision for income taxes	510		(354)		156
Income tax (expense) benefit	(153)		95		(58)
Net income (loss)	357		(259)		98
Earnings (loss) per share, basic	0.03		(0.02)		0.01
Earnings (loss) per share, diluted	0.03		(0.02)		0.01

Revised Condensed Consolidated Statement of Stockholders' Equity


	For the three months ended March 31, 2019
($ in thousands)	As Reported		Revisions		As Revised
Retained earnings balance at January 1, 2019	$	152,291	$	(949)	$	151,342
Total stockholders' equity at January 1, 2019	260,181		(949)		259,232
Net income (loss)	357		(259)		98
Retained earnings balance at March 31, 2019	152,648		(1,208)		151,440
Total stockholders' equity at March 31, 2019	261,396		(1,208)		260,188

~~The summary of the status of our unvested stock options as of December 31, 2018 and changes during the six months ended June 30, 2019 is presented below.~~

Unvested stock options:
Shares
Weighted Average
Grant Date Fair Value Per Share
Unvested at December 31, 2018 20,865 $ 11.93
Vested (10,432) 11.93
Unvested at June 30, 2019 10,433 $ 11.93

As of June 30, 2019, there was $75,243 of unrecognized compensation cost related to unvested options. Such cost is expected to be recognized over a weighted-average period of one year. Total compensation expense for stock options was $60,669 and $97,140 for the six months ended June 30, 2019 and 2018, respectively.

~~Restricted Shares/Units:~~

Revised Condensed Consolidated Statement of Cash Flows

In accordance with the Company's employment agreement with Stephen Taylor, the Company's Chief Executive Officer, the Compensation Committee reviewed his performance in determining the issuance of restricted common stock. Based on this review which included consideration of the Company's 2018 performance, Mr. Taylor, was awarded 131,674 restricted shares/units on March 29, 2019, which vest over three years, in equal annual installments, beginning March 29, 2020. On March 29, 2019, the Compensation Committee awarded 20,000 restricted shares/units to each of G. Larry Lawrence, our CFO, and James Hazlett, our Vice President of Technical Services. The restricted shares to Messrs. Lawrence and Hazlett vest over three years, in equal annual installments, beginning March 29, 2020. We also awarded and issued 23,136 shares of restricted common stock to the independent members of our Board of Directors as partial payment for 2019 services as directors. The restricted stock issued to our directors vests over one year, in quarterly installments, beginning March 31, 2020. Total compensation expense related to restricted awards was $1.1 million and $978,432 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was a total of $4.9 million of unrecognized compensation expense related to these shares/units which is expected to be recognized over the next three years.


	For the three months ended March 31, 2019
($ in thousands)	As Reported		Revisions		As Revised
Cash flows from operating activities:
Net income (loss)	$	357	$	(259)	$	98
Depreciation and amortization	5,558		19		5,577
Deferred taxes	157		(89)		68
Inventory (increase) decrease	(4,468)		482		(3,986)
Prepaid expenses and prepaid income taxes decrease (increase)	202		(53)		149
Net cash (used in) provided by operating activities	(3,846)		100		(3,746)
Cash flows from investing activities:
Purchase of rental equipment, property and other equipment	(9,130)		(100)		(9,230)
Net cash used in investing activities	(9,148)		(100)		(9,248)
Net change in cash and cash equivalents	(12,636)		—		(12,636)

~~(3)~~3. Inventory

Our inventory, net of allowance for obsolescence of ~~$21,000~~$37,000 at ~~June 30, 2019~~March 31, 2020 and ~~$19,000~~$24,000 at December 31, ~~2018~~2019, consisted of the following amounts:

June 30, 2019 December 31, 2018
(in thousands)
Raw materials - current $ 24,021 $ 26,152
Raw materials - long term, net 3,873 3,980
Finished Goods 1,022 1,022
Work in process 5,259 3,800
$ 34,175 $ 34,954


	(in thousands)
	March 31, 2020		December 31, 2019
Raw materials - current	$	17,407	$	19,388
Work-in-process	2,017		1,692

Inventory - current	19,424		21,080
Raw materials - long term (net of allowances of $37 and $24, respectively)	1,108		1,068
Inventory - total	$	20,532	$	22,148

Our long-term inventory consists of raw materials that remain viable but that the Company does not expect to sell or use within the year.

During the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ there were no write-offs of obsolete inventory against the allowance for obsolescence.

4. Federal Income Tax Receivable

As discussed in Note 2, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid federal income taxes. The Company generated significant NOLs during 2018 and 2019, and plans to carryback these losses for five years. Accordingly, as of March 31, 2020, the Company recorded a federal income tax receivable of $15.0 million and an increase to its deferred income tax liability of $10.1 million on its condensed consolidated balance sheet. In addition, the Company recorded a current income tax benefit of $4.9 million on its condensed consolidated statement of operations for the three months ended March 31, 2020.

1112

~~(4) Deferred Compensation Plan~~5. Rental Equipment

Our rental equipment and associated accumulated depreciation as of March 31, 2020 and December 31, 2019, respectively, consisted of the following:


	(in thousands)
	March 31, 2020		December 31, 2019
Compressor units	$	378,366	$	370,961
Work-in-progress	7,478		9,129
Rental equipment	385,844		380,090
Accumulated depreciation	(167,998)		(162,348)
Rental equipment, net of accumulated depreciation	$	217,846	$	217,742

We evaluated our rental equipment for potential impairment as of March 31, 2020, and determined that no such impairment existed as of that date. We will continue to monitor the impacts of COVID-19 on industry and economic conditions. As discussed in Note 1, Description of Business, Recent Events, we expect a decrease in utilization in our small and medium horsepower units as well as pricing pressures to negatively impact our rental revenue, rental margins, cash flows and overall financial performance for the remainder of 2020. Accordingly, these negative impacts could possibly result in an impairment or retirement of rental equipment in 2020.

6. Leases

The Company determines if an arrangement is a lease at inception by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company’s leases are primarily related to property leases for its field offices. The Company's leases have remaining lease terms of one to 10 years. Renewal and termination options are included in the lease term when it is reasonably certain that the Company will exercise the option. The Company's lease agreements do not contain any contingent rental payments, material residual guarantees or material restrictive covenants.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As substantially all of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of lease payments. Based on the present value of lease payments for the Company's existing leases, the Company recorded net lease assets and lease liabilities of approximately $451,000, respectively, upon adoption. The Company had no finance leases. The new lease standard did not materially impact the Company's condensed consolidated statements of operations and had no impact on the Company's condensed consolidated statements of cash flows.

The ~~Company has a non-qualified deferred compensation plan for executive officers, directors and certain eligible employees. The assets~~impact of the ~~deferred compensation plan are held in a rabbi trust and are subject to additional risk of loss in~~new lease standard on the event of bankruptcy or insolvency of the Company. The plan allows for deferral of up to 90% of a participant’s base salary, bonus, commissions, director fees and restricted stock unit awards. A Company owned life insurance policy held in a rabbi trust is utilizedMarch 31, 2020 condensed consolidated balance sheet was as a source of funding for the plan. The cash surrender value of the life insurance policy is $1.3 million and $1.0 million as of June 30, 2019 and 2018, respectively. For the six months ending June 30, 2019, we reported in other income (expense) in the consolidated income statement a gain related to the policy of approximately $131,000 and for the same period in 2018, a loss of approximately $55,000.follows:

~~For deferrals of base salary, bonus, commissions and director fees, settlement payments~~


	Classification on the Condensed Consolidated Balance Sheet	March 31, 2020
		(in thousands, except years)
Operating lease assets	Right of use assets-operating leases	$	559

Current lease liabilities	Current operating leases	$	187
Noncurrent lease liabilities	Long-term operating leases	372
Total lease liabilities		$	559

Weighted average remaining lease term in years		2.3
Implicit Rate		3.1		%

Operating lease costs are ~~made to participants in cash, either in~~recognized on a ~~lump sum or in periodic installments. The obligation to pay~~straight-line basis over the ~~deferred compensation and~~lease term. Total operating lease costs for the ~~deferred director fees is adjusted to reflect the positive or negative performance of investment measurement options selected by each participant and~~three months ended March 31, 2020 was ~~$1.4 million and $1.1 million as of June 30, 2019 and 2018, respectively. The deferred obligation is included in other long-term liabilities~~ approximately $122,000.


	March 31, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating lease cost ^{(1) (2)}	$	122

(1) Lease costs are classified on the condensed consolidated ~~balance sheet.~~statements of operations in cost of sales, cost of compressors and selling, general and administrative expenses.

~~For deferrals~~(2) Includes costs of ~~restricted stock units,~~$74,000 for leases with terms of 12 months or less and $48,000 for leases with terms greater than 12 months.

The following table shows the ~~plan does not allow for diversification, therefore, distributions are paid in shares~~future maturities of ~~common stock and the obligation is carried at grant value. As~~lease liabilities as of June 30, 2019 and 2018, respectively, we have 62,145 and 103,691 unvested restricted stock units being deferred. As of June 30, 2019 and 2018, respectively we have released and issued 79,688 and 32,936 shares to the deferred compensation plan with a value of $1.7 million and $837,589, respectively.March 31, 2020:


Years Ending December 31,	Lease Liabilities
	(in thousands)
2020 (excluding the three months ended March 31, 2020)	$	154
2021	174
2022	47
2023	38
2024	38
Thereafter	168
Total lease payments	619
Less: Imputed interest	(60)
Total	$	559

~~(5)~~7. Credit Facility

We have a senior secured revolving credit agreement the ("Amended Credit Agreement") with JP Morgan Chase Bank, N.A (the "Lender") with an aggregate commitment of $30 million, subject to collateral availability. We also have a right to request from the Lender, on an uncommitted basis, an increase of up to $20 million on the aggregate commitment (which could potentially increase the commitment amount to $50 million). ~~On August 31, 2017, we amended and renewed the Amended Credit Agreement, extending the maturity date to December 31, 2020. No other material revisions were made to the credit facility.~~

Borrowing Base. At any time before the maturity of the Amended Credit Agreement, we may draw, repay and re-borrow amounts available under the borrowing base up to the maximum aggregate availability discussed above. Generally, the borrowing base equals the sum of (a) 80% of our eligible accounts receivable plus (b) 50% of the book value of our eligible general inventory (not to exceed 50% of the commitment amount at the time) plus (c) 75% of the book value of our eligible equipment inventory. The Lender may adjust the borrowing base components if material deviations in the collateral are discovered in future audits of the collateral. We had $29.5 million borrowing base availability at ~~June 30, 2019~~March 31, 2020 under the terms of our Amended Credit Agreement.

Interest and Fees. Under the terms of the Amended Credit Agreement, we have the option of selecting the applicable variable rate for each revolving loan, or portion thereof, of either (a) LIBOR multiplied by the Statutory Reserve Rate (as defined in the Amended Credit Agreement), with respect to this rate, for Eurocurrency funding, plus the Applicable Margin (“LIBOR-based”), or (b) CB Floating Rate, which is the Lender's Prime Rate less the Applicable Margin; provided, however, that no more than ~~three~~3 LIBOR-based borrowings under the agreement may be outstanding at any one time. For purposes of the LIBOR-based interest rate, the Applicable Margin is ~~1.50%~~1.25%. For purposes of the CB Floating Rate, the Applicable Margin is 1.50%. For the ~~six~~three month period ended ~~June 30, 2019,~~March 31, 2020, our weighted average interest rate was ~~3.69%~~2.88%.

Accrued interest is payable monthly on outstanding principal amounts, provided that accrued interest on LIBOR-based loans is payable at the end of each interest period, but in no event less frequently than quarterly. In addition, fees and expenses are payable in connection with our requests for letters of credit (generally equal to the Applicable Margin for LIBOR-related borrowings multiplied by the face amount of the requested letter of credit) and administrative and legal costs.

Maturity. The maturity date of the Amended Credit Agreement is December 31, 2020, at which time all amounts borrowed under the agreement will be due and outstanding letters of credit must be cash collateralized. The agreement may be terminated early upon our request or the occurrence of an event of default.

Security. The obligations under the Amended Credit Agreement are secured by a first priority lien on all of our inventory and accounts and leases receivables, along with a first priority lien on a variable number of our leased ~~compressor equipment~~compressors, the book value of which must be maintained at a minimum of 2.00 to 1.00 commitment coverage ratio (such ratio being equal to (i) the amount of the borrowing base as of such date to (ii) the amount of the commitment as of such date).

Covenants. The Amended Credit Agreement contains customary representations and warranties, as well as covenants which, among other things, limit our ability to incur additional indebtedness and liens; enter into transactions with affiliates; make acquisitions in excess of certain amounts; pay dividends; redeem or repurchase capital stock or senior notes; make investments or loans; make negative pledges; consolidate, merge or effect asset sales; or change the nature of our business. In addition, we also have certain financial covenants that require us to maintain ~~on a consolidated basis~~ a leverage ratio less than or equal to 2.50 to 1.00 as of the last day of each fiscal quarter.

Events of Default and Acceleration. The Amended Credit Agreement contains customary events of default for credit facilities of this size and type, and includes, without limitation, payment defaults; defaults in performance of covenants or other agreements contained in the loan documents; inaccuracies in representations and warranties; certain defaults, termination events or similar events; certain defaults with respect to any other Company indebtedness in excess of $50,000; certain bankruptcy or insolvency events; the rendering of certain judgments in excess of $150,000; certain ERISA events; certain change in control events and the defectiveness of any liens under the secured revolving credit facility. Obligations under the Amended Credit Agreement may be accelerated upon the occurrence of an event of default.

As of ~~June 30, 2019,~~March 31, 2020, we were in compliance with all covenants in our Amended Credit Agreement. A default under our Credit Agreement could trigger the acceleration of our bank debt so that it is immediately due and payable. Such default would likely limit our ability to access other credit. At ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, our outstanding balance on the line of credit was $417,000.

~~(6) Leases~~8. Deferred Compensation Plan

The Company ~~adopted~~has a non-qualified deferred compensation plan for executive officers, directors and certain eligible employees. The assets of the ~~new lease standard on January 1, 2019 using the modified retrospective transition method. Prior periods were not retrospectively adjusted~~deferred compensation plan are held in a rabbi trust and ~~continue~~are subject to ~~be reported under the accounting standards in effect for those periods. The Company elected the package~~additional risk of practical expedients permitted under the transition guidance within the new lease standard, which among other things, allowed the company to continue to account for existing leases based on the historical lease classification. The Company also elected the practical expedients to exclude right-of-use ("ROU") assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet, and to combine lease and non-lease components for property leases, which primarily relate to ancillary expenses such as common area maintenance charges and management fees.

The Company determines if an arrangement is a lease at inception by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company’s leases are primarily related to property leases for its field offices. The Company's leases have remaining lease terms of ~~one~~ ~~to 10 years. Renewal and termination options are included~~loss in the ~~lease term when it~~event of bankruptcy or insolvency of the Company. The plan allows for deferral of up to 90% of a participant’s base salary, bonus, commissions, director fees and restricted stock unit awards. A Company owned life insurance policy held in a rabbi trust is ~~reasonably certain that~~utilized as a source of funding for the ~~Company will exercise the option.~~

plan. The ~~Company's lease agreements do not contain any contingent rental payments, material residual guarantees or material restrictive covenants.~~

~~ROU assets and lease liabilities are recognized at the lease commencement date based on the present~~cash surrender value of ~~lease payments over~~ the ~~lease term. As substantially all~~life insurance policy is $1.3 million and $1.5 million as of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of lease payments. Based on the present value of lease payments for the Company's existing leases, the Company recorded net lease assetsMarch 31, 2020 and lease liabilities of approximately $451,000, respectively, upon adoption. The Company had no finance leases. The new lease standard did not materially impact the Company's consolidated statements of operations and had no impact on the Company's consolidated statements of cash flows.

~~The impact of the new lease standard on the June 30,~~December 31, 2019, ~~consolidated balance sheet was as follows:~~


	~~Classification on the Condensed Consolidated Balance Sheet~~	~~June 30, 2019~~
		(respectively. We reported in other (expense) income in ~~thousands, except years)~~
~~Operating lease assets~~	~~Right of use assets-operating leases~~	$	~~494~~

~~Current lease liabilities~~	~~Current operating leases~~	$	~~129~~
~~Noncurrent lease liabilities~~	~~Long-term operating leases~~	~~365~~
~~Total lease liabilities~~		$	~~494~~

~~Weighted average remaining lease term in years~~		~~2.8~~
~~Implicit Rate~~		~~3.8~~		%

Operating lease costs are recognized on a straight-line basis over the lease term. Total operating lease costs for the six months ended June 30, 2019 was approximately $385,000, which included approximately $285,000 related to short-term lease costs.


	~~June 30, 2019~~
	~~(in thousands)~~
~~Cash paid for amounts included in the measurement of lease liabilities~~
~~Operating lease cost~~⁽¹⁾	$	~~100~~

~~(1) Lease costs are classified on~~ the condensed consolidated statements of ~~income in cost~~operations a loss related to the policy of ~~sales, cost~~approximately $262,000 and a gain of ~~compressors~~approximately $99,000 for the three months ended March 31, 2020 and ~~selling, general and administrative expenses.~~2019, respectively.

For deferrals of base salary, bonus, commissions and director fees, settlement payments are made to participants in cash, either in a lump sum or in periodic installments. The ~~following table shows~~obligation to pay the ~~future maturities~~deferred compensation and the deferred director fees is adjusted to reflect the positive or negative performance of ~~lease liabilities:~~investment measurement options selected by each participant. The deferred compensation liability, which is included in other long-term liabilities in the condensed consolidated balance sheet, was $1.4 million and $1.7 million as of March 31, 2020 and December 31, 2019, respectively.

Years Ending December 31, Lease Liabilities
(in thousands)
2019 (excluding the six months ended June 30, 2019) $ 83
2020 116
2021 95
2022 43
2023 35
Thereafter 190
Total lease payments 562
Less: Imputed interest 68
Total $ 494

For deferrals of restricted stock units, the plan does not allow for diversification, therefore, distributions are paid in shares of common stock and the obligation is carried at grant value. As ~~previously disclosed on Form 10-K~~of March 31, 2020 and ~~under~~2019, respectively, we had 36,500 and 63,062 unvested restricted stock units being deferred. As of March 31, 2020, we had released and issued 138,252 shares with a value of $2.2 million to the ~~previous lease standard (Topic 840), future minimum obligations under lease commitments in effect at December~~deferred compensation plan. As of March 31, ~~2018 as follows:~~

Operating Leases
(in thousands)
2019 $ 298
2020 118
2021 97
2022 44
2023 35
Thereafter 15
Total $ 607

2019, we had released and issued 78,771 shares with a value of $1.7 million to the deferred compensation plan.

~~(7)~~

9. Stock-Based Compensation

Stock Options:

A summary of all option activity as of December 31, 2019, and changes during the three months ended March 31, 2020 is presented below.


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2019	208,334	$	23.67	3.66	$	—
Granted	—	—


Expired	40,000	19.11
Outstanding, March 31, 2020	168,334	$	24.75	4.26	$	—
Exercisable, March 31, 2020	168,334	$	24.75	4.26	$	—

The following table summarizes information about our stock options outstanding at March 31, 2020:


Range of Exercise Prices	Options Outstanding												Options Exercisable
		Shares		Weighted Average Remaining Contractual Life (years)			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
$0.01-15.70	8,500		1.82		$	14.89		8,500		$	14.89
$15.71-17.81	16,000		0.82		17.81			16,000		17.81
$17.82-20.48	20,500		2.97		18.75			20,500		18.75
$20.49-33.36	123,334		5.09		27.33			123,334		27.33
	168,334		4.26		$	24.75		168,334		$	24.75

The summary of the status of our unvested stock options as of December 31, 2019 and changes during the three months ended March 31, 2020 is presented below.


Unvested stock options:	Shares	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2019	10,433	$	11.93
Granted	—	—
Vested	(10,433)	11.93
Canceled/Forfeited	—	—
Unvested at March 31, 2020	—	$	—

As of March 31, 2020, there were 0 unrecognized compensation cost related to unvested options. Total compensation expense for stock options was $17,000 and $31,000 for the three months ended March 31, 2020 and 2019, respectively.

Restricted Shares/Units:

As of March 31, 2020, the Compensation Committee had not awarded any restricted shares/units to the Company's executive officers based on the Company's 2019 performance. These restricted shares/units typically vest over three years, in equal annual installments, beginning of the first anniversary of the date of the award. In addition, as of March 31, 2020, we had not awarded any restricted shares/units to the independent members of our Board of Directors as partial payment for 2020

services as directors. These restricted shares/units issued to our directors typically vest over one year in quarterly installments. Total compensation expense related to restricted awards was $0.5 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, there was a total of $2.8 million of unrecognized compensation expense related to these shares/units which is expected to be recognized over the next two years.

10. (Loss) Earnings per Share

The following table reconciles the numerators and denominators of the basic and diluted (loss) earnings per share computation (in thousands, except per share data):


		Three months ended						Six months ended							Three months ended
		June 30,						June 30,							March 31,
		2019		2018		2019		2018			2020		2019
Numerator:	Numerator:									Numerator:
Net income	Net income	$	573	$	247	$	930	$	472	Net income	$	4,082	$	98
Denominator for basic net income per common share:
Denominator for earnings per basic common share:										Denominator for earnings per basic common share:
Weighted average common shares outstanding	Weighted average common shares outstanding	13,134		12,963		13,100		12,941		Weighted average common shares outstanding	13,157		13,064
Denominator for diluted net income per share:
Denominator for earnings per diluted common share:										Denominator for earnings per diluted common share:
Weighted average common shares outstanding	Weighted average common shares outstanding	13,134		12,963		13,100		12,941		Weighted average common shares outstanding	13,157		13,064
Dilutive effect of stock options and restricted stock		328		298		268		274
Dilutive effect of stock options and restricted shares										Dilutive effect of stock options and restricted shares	259		204
Diluted weighted average shares	Diluted weighted average shares	13,462		13,261		13,368		13,215		Diluted weighted average shares	13,416		13,268
Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	0.04	$	0.02	$	0.07��	$	0.04	Basic	$	0.31	$	0.01
Diluted	Diluted	$	0.04	$	0.02	$	0.07	$	0.04	Diluted	$	0.30	$	0.01

In the three months ended ~~June 30, 2019,~~March 31, 2020, options to purchase ~~215,834~~182,839 weighted average shares of common stock with exercise prices ranging from ~~$16.74~~$14.89 to $33.36 were not included in the computation of diluted ~~income~~earnings per share due to their antidilutive effect.

In the ~~six~~three months ended ~~June 30,~~March 31, 2019, options to purchase ~~205,834~~176,523 weighted average shares of common stock with exercise prices ranging from ~~$17.74~~$18.75 to $33.36 were not included in the computation of diluted ~~income per share, due to their antidilutive effect~~

In the three and six months ended June 30, 2018, options to purchase 83,417 shares of common stock with exercise prices ranging from $28.15 to $33.36 were not included in the computation of diluted incomeearnings per share due to their antidilutive effect.

11. Related Party

In 2016, we entered into a joint venture partnership, N-G, LLC (‘N-G”), with Genis Holdings, LLC (“Genis”) to explore new technologies for wellhead compression. NGS and Genis both share 50% ownership of N-G. We account for this investment under the equity method. In 2018, we ordered some compressor packages from Genis, totaling $1.0 million. The compressors were completed and paid in full at December 31, 2019.

~~(8) Segment Information~~

ASC 280-10-50, “Operating Segments", defines the characteristics of an operating segment as: a) being engaged in business activity from which it may earn revenue and incur expenses, b) being reviewed by the Company's chief operating decision maker (CODM) for decisions about resources to be allocated and assess its performance and c) having discrete financial information. Although we look at our products to analyze the nature of our revenue, other financial information, such as certain costs and expenses, net income and EBITDA are not captured or analyzed by these categories. Our CODM does not make resource allocation decisions or access the performance of the business based on these categories, but rather in the aggregate. Based on this, management believes that it operates in one business segment.

In their analysis of product lines as potential operating segments, management also considered ASC 280-10-50-11, “Aggregation Criteria”, which allows for the aggregation of operating segments if the segments have similar economic characteristics and if the segments are similar in each of the following areas:

•~~The nature of the products and services;~~

•~~The nature of the production processes;~~

•~~The type or class of customer for their products and services;~~

•~~The methods used to distribute their products or provide their services; and~~

•~~The nature of the regulatory environment, if applicable.~~

We are engaged in the business of designing and manufacturing compressors and flares. Our compressors and flares are sold and rented to our customers. In addition, we provide service and maintenance on compressors in our fleet and to third parties. These business activities are similar in all geographic areas. Our manufacturing process is essentially the same for the entire Company and is performed in-house at our facilities in Midland, Texas and Tulsa, Oklahoma. Our customers primarily consist of entities in the business of producing natural gas and crude oil. The maintenance and service of our products is consistent across the entire Company and is performed via an internal fleet of vehicles. The regulatory environment is similar in every jurisdiction in that the most impacting regulations and practices are the result of federal energy policy. In addition, the economic characteristics of each customer arrangement are similar in that we maintain policies at the corporate level.

For the three months ended June 30, 2019 (in thousands):
Rental Sales Service & Maintenance Corporate Total
Revenue $ 13,572 $ 5,814 $ 509 $ — $ 19,895
Operating costs and corporate expenses 6,359 4,419 159 8,365 19,302
Total other income, net — — — 177 177
Income before provision for income taxes $ 7,213 $ 1,395 $ 350 $ (8,188) $ 770

For the three months ended June 30, 2018 (in thousands):
Rental Sales Service & Maintenance Corporate Total
Revenue $ 11,427 $ 6,383 $ 394 $ — $ 18,204
Operating costs and corporate expenses 5,195 4,924 101 7,758 17,978
Total other income, net — — — 75 75
Income before provision for income taxes $ 6,232 $ 1,459 $ 293 $ (7,683) $ 301

For the six months ended June 30, 2019 (in thousands):
Rental Sales Service & Maintenance Corporate Total
Revenue $ 26,959 $ 9,939 $ 988 $ — $ 37,886
Operating costs and expenses 12,244 8,118 306 16,416 37,084
Total other income, net — — — 478 478
Income before provision for income taxes $ 14,715 $ 1,821 $ 682 $ (15,938) $ 1,280

For the six months ended June 30, 2018 (in thousands:
Rental Sales Service & Maintenance Corporate Total
Revenue $ 22,898 $ 9,381 $ 643 $ — $ 32,922
Operating costs and expenses 9,899 7,115 166 15,166 32,346
Total other expense, net — — — (1) (1)
Income before provision for income taxes $ 12,999 $ 2,266 $ 477 $ (15,167) $ 575

~~(9)~~12. Commitments and Contingencies

From time to time, we are a party to various legal proceedings in the ordinary course of our business. 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 our financial position, results of operations or cash flow. We are not currently a party to any material legal proceedings, and we are not aware of any threatened material litigation.

~~As of June 30, 2019, the~~The Company also has a remaining contractual obligation related to the construction of a new corporate office of approximately ~~$1.4 million,~~$375,000, which we intend to ~~be financed by~~finance with cash on hand. Construction of a new office began in late 2017 and ~~is expected to be~~was completed in 2019.

~~(10) Related Party~~

In 2016, we entered into a joint venture partnership, N-G, LLC (‘N-G”), with Genis Holdings, LLC (“Genis”) to explore new technologies for wellhead compression. NGS and Genis both share 50% ownership of N-G. In 2018, we ordered some compressor packages from Genis, totaling $1.0 million. The compressors were completed and delivered during the first quarter of 2019. As of June 30, 2019, we paid the units in full which has been reclassified from prepaids and is included in rental equipment on the consolidated balance sheet.

13. Subsequent Events

As previously announced, on April 10, 2020, the Company entered into a promissory note (the “Loan”) for an unsecured loan in the amount of $4.6 million through the Paycheck Protection Program (“PPP”) established by the CARES Act and administered by the U.S. Small Business Administration ("SBA"). The Loan was made for the purpose of securing funding for salaries and wages of employees that may have otherwise been displaced by the outbreak of COVID-19 and the resulting detrimental impact on the Company’s business. JPMorgan Chase Bank, N.A. (the “Lender”) processed and funded the Loan.

On April 23, 2020, the SBA advised that companies that applied for and received PPP loans that had other sufficient sources of liquidity that would not be "significantly detrimental" to their businesses may be subject to increased scrutiny and potential liability unless these companies repaid their loans in full by May 7, 2020. While the Company believes it was justified in seeking the Loan and the funds received were earmarked for the purposes set forth in the original PPP regulations, the Company voluntarily repaid the Loan, with accrued interest, to the Lender on May 4, 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion and analysis of our financial condition and results of operations are based on, and should be read in conjunction with, our condensed, consolidated financial statements and the related notes included elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 filed with the SEC.

This report and our Annual Report on Form 10-K contain certain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, and information pertaining to us, our industry and the oil and natural gas industry that is based on the beliefs of our management, as well as assumptions made by and information currently available to our management. All statements, other than statements of historical facts contained in this report as well as our Annual Report on Form 10-K, including statements regarding our future financial position, growth strategy, budgets, projected costs, plans and objectives of management for future operations, are forward-looking statements. We use the words “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” “intend,” “plan,” “budget” and other similar words to identify forward-looking statements. You should read statements that contain these words carefully and should not place undue reliance on these statements because they discuss future expectations, contain projections of results of operations or of our financial condition and/or state other “forward-looking” information. We do not undertake any obligation to update or revise publicly any forward-looking statements. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, no assurance can be given that these expectations or assumptions will prove to have been correct.

Please read Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2019, as it contains important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements.

Overview

We fabricate, manufacture, rent, and sell natural gas compressors and related equipment. Our primary focus is on the rental of natural gas compressors. Our rental contracts ~~generally~~typically provide for initial terms of six to 24 months, with our larger horsepower units having contract terms of up to 60 months. After the initial term of our rental contracts, many of our customers have continued to rent our compressors on a month-to-month basis. Rental amounts are billed monthly in advance and include maintenance of ~~the~~our rented compressors. As of ~~June 30, 2019,~~March 31, 2020, we had ~~1,374~~1,383 natural gas compressors totaling ~~247,879~~298,143 horsepower rented to 92 customers compared to 1,364 natural gas compressors totaling 238,566 horsepower rented to 97 customers ~~compared to 1,247 natural gas compressors totaling 194,948 horsepower rented to 88 customers~~ at ~~June 30, 2018.~~March 31, 2019.

We also fabricate natural gas compressors for sale to our customers, designing compressors to meet unique specifications dictated by well pressures, production characteristics, and particular applications for which compression is sought. Fabrication of compressors involves our purchase of engines, compressors, coolers, and other components, and our assembling of these components on skids for delivery to customer locations. The major components of our compressors packages are acquired through periodic purchase orders placed with third-party suppliers on an “as needed” basis, which presently require lead times between ~~three~~two to ~~six~~three months with delivery dates scheduled to coincide with our estimated production schedules. Although we do not have formal continuing supply contracts with any major supplier, we believe we have adequate alternative sources available. In the past, we have not experienced any sudden and dramatic increases in the prices of the major components for our ~~compressors. However,~~compressors; however, the occurrence of such an event could have a material adverse effect on the results of our operations and financial condition, particularly if we were unable to increase our rental rates and sales prices proportionate to any such component price increases.

We also manufacture a proprietary line of compressor frames, cylinders and parts, known as our CiP (Cylinder-in-Plane) product line. We use finished CiP component products in the fabrication of compressor units for sale or rental by us or sell the finished component products to other compressor fabricators. We also design, fabricate, sell, install, and service flare stacks and related ignition and control devices for onshore and offshore incineration of gas compounds such as hydrogen sulfide, carbon dioxide, natural gas and liquefied petroleum gases. To provide customer support for our compressor and flare sales businesses, we stock varying levels of replacement parts at our Midland, Texas facility and at field service locations. We also provide an exchange and rebuild program for screw compressors and maintain an inventory of new and used compressors to facilitate this business.

We provide service and maintenance to our customers under written maintenance contracts or on an as-required basis in the absence of a service contract. ~~Formal maintenance~~Maintenance agreements typically have terms of six months to one year and require payment of a monthly fee.

The oil and natural gas equipment rental and services industry is cyclical in nature. The most critical factor in assessing the outlook for the industry is the worldwide supply and demand for oil and natural gas ~~and crude oil~~ and the corresponding changes in commodity prices. As demand and prices increase, oil and natural gas producers typically increase their capital expenditures for drilling, development and production ~~activities.~~activities, although recent equity capital constraints and demands from institutional investors to keep spending within operating cash flow have meaningfully restrained capital expenditure budgets of domestic exploration and production companies. Generally, ~~the~~ increased capital expenditures ultimately result in greater revenues and profits for ~~services~~service and equipment companies.

In general, we expect our overall business activity and revenues to track the level of activity in the oil and natural gas industry, with changes in ~~domestic natural gas~~crude oil and condensate production and consumption levels and prices affecting our business ~~marginally~~ more than changes in ~~crude oil and condensate~~domestic natural gas production and consumption levels and prices. ~~However, in~~In recent years we have increased our ~~rental~~rentals and sales in ~~the non-conventional~~unconventional oil shale plays, which are more dependent on crude oil prices. With this shift towards ~~oil-associated gas~~oil production, the demand for overall compression services and products is driven by two general factors; an increased focus by producers on artificial lift applications, e.g., production enhancement with compression assisted gas lift; and declining reservoir pressure in maturing natural gas producing fields, especially ~~non-conventional production, and an increased focus by producers on artificial lift applications; e.g., production enhancement with compression assisted gas lift.~~unconventional production. These ~~type~~types of applications have historically been serviced by wellhead size compressors, and continue to be, but there has also been an economic move by our customers towards centralized drilling and production facilities, which have increased the market need for larger horsepower compressor packages. We recognized this need over the past two to three years and have been shifting our cash and fabrication resources towards designing, fabricating and renting gas compressor packages that range

from 400 horsepower up to 1,380 horsepower. While this is a response to market conditions and trends, it also provides us with the opportunity to compete as a full-line compression provider.

We typically experience a decline in demand during periods of low crude oil and natural gas prices. Low crude oil and natural gas prices experienced throughout 2016 continued into mid-2017. In the latter half of 2017, we ~~began to see~~saw an increase in oil prices and activity that continued ~~into~~during most of 2018. During 2019, we witnessed a moderation of crude oil prices as well as drilling and completion activity levels. During the first quarter of 2020, we saw a substantial decline in the prices for oil and natural gas.Activity levels of exploration and production companies have been and will be dependent not only on commodity prices, but also on their ability to generate sufficient operational cash flow to fund their activities. Generally, though, we feel that production activities (in which we are involved) will fare better than drilling activity.

Recent Events

We ~~anticipate a continuation~~have implemented various cost cutting measures with respect to operating expenses and capital expenditures. Our operating expense reductions include reductions in our headcount from both layoffs and attrition, wage freezes, centralization of ~~prices~~certain processes for better cost control, and the enlistment of our suppliers in our cost cutting efforts. We continue to review additional opportunities to become more efficient. In addition, as we have done during prior downturns, we have reduced our capital expenditures budget. After we spent $6.7 million in capital expenditures during the first quarter of 2020, we plan to only incur another $5-$7 million in capital expenditures for the remainder of 2020, bringing our 2020 capital expenditures budget to $12-$14 million, down from $69.9 million in 2019.

Finally, in keeping with current commercial precautions and practices in our industry, we have implemented new guidelines to mitigate health risks to our employees and customers during this outbreak. We have adopted remote and staggered work processes at ~~levels that E&P companies find sufficient~~our Midland headquarters, and have adapted our field and fabrication work processes as well. To date, our field operations have continued largely uninterrupted, as the U.S. Department of Homeland Security designated our industry as part of our country’s critical infrastructure. Remote work and work process adjustments related to ~~invest~~COVID-19 have not impacted our ability to maintain operations or caused us to incur significant costs. In addition, we have not experienced any supply chain issues in ~~producing activities throughout 2019. While~~connection with the ~~continuation~~COVID-19 outbreak.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this ~~level of activity~~report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company's financial condition, liquidity, and ~~variable period~~future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to ~~period, we believe~~curb its spread, the ~~long-term trend in our market~~Company is ~~favorable.~~

not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity during 2020.

Results of Operations

Three months ended ~~June 30, 2019,~~March 31, 2020, compared to the three months ended ~~June 30, 2018.~~March 31, 2019.

The table below shows our revenues and percentage of total revenues of each of our product lines for the three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018.~~2019.


		Revenue Three months ended June 30,														Revenue Three months ended March 31,
		(in thousands)														(in thousands)
		2019						2018						2020							2019
Rental	Rental	$	13,572	68	%	$	11,427		63	%	Rental	$	16,100	90	%		$	13,387	74	%
Sales	Sales	5,814		29	%	6,383			35	%	Sales	1,450		8	%		4,125		23	%

Service and Maintenance	Service and Maintenance	509		3	%	394			2	%	Service and Maintenance	340		2	%		479		3	%
Total	Total	$	19,895			$	18,204				Total	$	17,890				$	17,991

Total revenue ~~increased to $19.9~~remained relatively flat at $17.9 million ~~from $18.2 million, or 9.3%,~~ for the three months ended ~~June 30, 2019,~~March 31, 2020 compared to $18.0 million for the same period ended ~~June 30, 2018. The increase is mainly a result~~March 31, 2019. This outcome was due to higher rental revenue (20.3% increase) during the first quarter of ~~an increase in rental revenue~~2020 due to a greater number of large horsepower units ~~and higher horsepower with higher rates~~ being ~~rented.~~rented offset by lower sales revenue (64.8% decrease) primarily due to reduced compressor sales.

Rental revenue increased to ~~$13.6 million from $11.4~~$16.1 million for the three months ended ~~June 30, 2019,~~March 31, 2020 compared to $13.4 million for the same period ended ~~June 30, 2018. We ended the quarter with 2,572~~March 31, 2019. As of March 31, 2020, we had 2,316 compressor packages in our fleet, updown from ~~2,557~~2,567 units at ~~June 30, 2018.~~March 31, 2019, due to the retirement of 327 units (with 39,758 horsepower) during the third quarter of 2019. Despite this decrease due to unit retirement, the Company's total unit horsepower increased by 7.5% to 437,750 at March 31, 2020 compared to 407,210 horsepower at March 31, 2019, which reflects the addition to the Company's fleet of 55 high

horsepower compressors with 67,880 horsepower over the past 12 months. As of March 31, 2020, we had 1,383 natural gas compressors totaling 298,143 horsepower rented to 92 customers, compared to 1,364 natural gas compressors totaling 238,566 horsepower rented to 97 customers as of March 31, 2019. The rental fleet had a unit utilization as of ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, of ~~53.4%~~59.7% and ~~48.8%~~53.1%, while our horsepower utilization for the same periods, respectively, was ~~59.9%~~68.1% and ~~50.9%~~58.6%. The rise in both utilizations iswas mainly the result of the rise in demand for our higher horsepower ~~units. In~~units as well as unit retirements during the ~~event that oil and natural gas prices remain steady or continue to increase, we expect to see a continued increase in the utilization~~third quarter of ~~our fleet.~~2019.

Sales revenue decreased to ~~$5.8~~$1.5 million from ~~$6.4~~$4.1 million for the three months ended ~~June 30, 2019~~March 31, 2020 compared to the same period ended ~~June 30, 2018.~~March 31, 2019. This decrease ~~is the result of~~in mostly attributable to a decrease in compressor sales and, to a lesser extent, decreases in flare and parts sales.Sales are subject to fluctuations in timing of industry activity related to capital ~~projects. We believe this timing is reflective of the typical sales cycle, resulting in fluctuating compressor unit sales to third parties from our Tulsa~~projects and, ~~Midland operations.~~

as such, can vary substantially between periods.

Our overall operating income increased to $593,000 compared to $226,000 for the three months ended June 30, 2019 and June 30, 2018, respectively. The increase in operating income was largely due to higher rental revenues.

Selling, general, and administrative ~~expense increased~~("SG&A") expenses decreased to ~~$2.7 million from $2.3~~$2.2 million for the three months ended ~~June 30, 2019, and June 30, 2018, respectively. The increase in selling, general and administrative expenses is~~March 31, 2020 compared to $2.5 million for the three months ended March 31, 2019. This 13.3% decrease was largely due to ~~an increase~~a decrease in ~~officer incentive bonuses.~~our deferred compensation liability that resulted in a net unrealized gain on deferred compensation ($0.35 million) that was partially offset by higher professional services ($0.1 million) during the first quarter of 2020.

Depreciation and amortization expense increased ~~slightly~~11.9% to ~~$5.7~~$6.2 million for the three months ended ~~June 30, 2019, from $5.4~~March 31, 2020 compared to $5.6 million for the ~~period~~three months ended ~~June 30, 2018.~~March 31, 2019. This increase iswas the result of larger horsepower units being added to the fleet. We added 3386 units (approximately ~~30,000~~72,000 horsepower) to our fleet over the past 12 months. ~~Twenty-eight~~Fifty-five of ~~these~~those units were 400 horsepower or ~~larger;~~larger (including 46 at 1,380 horsepower), representing ~~98% of the horsepower added.~~

We had an income tax expense of $197,000 resulting in an effective tax rate of 25.6% for the three months ended June 30, 2019 as compared to $54,000 resulting in an effective tax rate of 17.9% for the three months ended June 30, 2018. The change in the effective tax rate is a result of the recording an R&D credit in 2018.

~~Six months ended June 30, 2019, compared to the six months ended June 30, 2018.~~

~~The table below shows our revenues and percentage of total revenues of each of our product lines for the six months ended June 30, 2019 and 2018.~~

Revenue Six months ended June 30,
(in thousands)
2019 2018
Rental $ 26,959 71 % $ 22,898 70 %
Sales 9,939 26 % 9,381 28 %
Service and Maintenance 988 3 % 643 2 %
Total $ 37,886 $ 32,922

Total revenue increased to $37.9 million from $32.9 million, or 15.1%, for the six months ended June 30, 2019, compared to the same period ended June 30, 2018. Comparing the six months ended June 30, 2019 to the same period in 2018, rental revenue increased 17.7% and sales revenue increased 5.9%.

Rental revenue increased to $27.0 million from $22.9 million for the six months ended June 30, 2019, compared to the same period ended June 30, 2018. We ended the quarter with 2,572 compressor packages in our rental fleet up from 2,557 units at June 30, 2018. The rental fleet had a utilization of 53.4%, as of June 30, 2019 compared to 48.8% while our horsepower utilization for the same periods, respectively was 59.9% and 50.9%. The rise in utilization is mainly the result of the rise in demand for our higher horsepower units. In the event that oil and natural gas prices remain steady or increase, we expect to see a continued increase in the utilization of our fleet.

Sales revenue increased to $9.9 million from $9.4 million for the six months ended June 30, 2019, compared to the same period ended June 30, 2018. This increase is the result of the fluctuations in timing of industry activity related to capital projects. We believe this timing is reflective of the typical sales cycle, resulting in fluctuating compressor unit sales to third parties from our Tulsa and Midland operations.

Our overall operating income increased to $802,000 from $576,000 for the six months ended June 30, 2019 compared to the same period ended 2018. Our overall operating income increase is largely due to the increase in rental revenue.

Selling, general, and administrative expense increased to $5.2 million from $4.3 million, for the six months ended June 30, 2019, as compared to the same period ended June 30, 2018, due to an increase in officer incentive bonuses.

Depreciation and amortization expense increased to $11.2 million for the six months ended June 30, 2019, compared to $10.8 million for the period ended June 30, 2018. This increase is the result of large horsepower units being added to the fleet. We added 33 units (approximately 30,000 horsepower) to our fleet over the past 12 months. Twenty-eight of these were 400 horsepower or larger; representing 98%94% of the horsepower added.

Our operating loss increased to a loss of $273,000 for the three months ended March 31, 2020 compared to a loss of $145,000 for the three months ended March 31, 2019. This increased operating loss was mainly due to lower sales revenue and higher depreciation expense mostly offset by higher rental revenues, lower cost of revenues, and lower SG&A expenses.

Our other (expense) income decreased to net expenses of $0.2 million for the three months ended March 31, 2020 compared to income of $0.3 million for the same period in 2019. This decrease was primarily attributable to a net unrealized loss on company-owned life insurance of $0.3 million during the first quarter of 2020.

We ~~had~~recorded an income tax benefit of $4.5 million for the three months ended March 31, 2020 compared to income tax expense of ~~$350,000 resulting in an~~$58,000 for the three months ended March 31, 2019. For interim periods, our income tax benefit (expense) is computed based upon our estimated annual effective tax rate ~~of 27.3% for~~and any discrete items that impact the ~~six months ended June 30, 2019 as compared to $103,000 resulting in an~~interim periods. Our estimated annual effective tax rate differs from the U.S. federal statutory rate of ~~17.9%~~21%. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in response to the economic impact caused the COVID-19 pandemic. The CARES Act allows federal net operating losses ("NOL") incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid federal income taxes. The Company generated significant NOLs during 2018 and 2019, and plans to carryback these losses for five years. Accordingly, the Company recorded a current income tax benefit of $4.9 million for the ~~six~~three months ended ~~June 30, 2018. The increase~~March 31, 2020, in ~~the provision is a result of~~addition to an increase ~~in pretax~~to its prepaid income taxes of $15.0 million and an increase to its deferred income tax liability of $10.1 million as of March 31, 2020. This current income tax benefit was partially offset by a write-off of a deferred tax asset of approximately $0.4 million related to vesting of restricted stock during the ~~recording~~first quarter of ~~an R&D credit in 2018.~~

2020.

Liquidity and Capital Resources

Our working capital positions as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are set forth below:


		June 30,		December 31,			March 31,		December 31,
		2019		2018			2020		2019
		(in thousands)							(in thousands)
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	29,911	$	52,628	Cash and cash equivalents	$	13,051	$	11,592
Trade accounts receivable, net	Trade accounts receivable, net	11,383		7,219		Trade accounts receivable, net	10,519		9,106
Inventory	Inventory	30,302		30,974		Inventory	19,424		21,080
Federal income tax receivable						Federal income tax receivable	14,992		—
Prepaid income taxes	Prepaid income taxes	3,146		3,148		Prepaid income taxes	68		40
Prepaid expenses and other	Prepaid expenses and other	1,880		2,430		Prepaid expenses and other	225		597
Total current assets	Total current assets	76,622		96,399		Total current assets	58,279		42,415
Current Liabilities:	Current Liabilities:					Current Liabilities:

Accounts payable	Accounts payable	2,579		2,122		Accounts payable	2,255		1,975
Accrued liabilities	Accrued liabilities	3,999		8,743		Accrued liabilities	3,020		2,287
Line of credit						Line of credit	417		417

Current operating leases	Current operating leases	129		—		Current operating leases	187		189
Deferred income	Deferred income	113		81		Deferred income	1,190		640
Total current liabilities	Total current liabilities	6,820		10,946		Total current liabilities	7,069		5,508
Total working capital	Total working capital	$	69,802	$	85,453	Total working capital	$	51,210	$	36,907

For the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, we invested ~~$29.4~~$6.7 million in rental equipment, property and other equipment. During ~~these six months~~the first quarter of 2020, we added ~~$16.7~~$5.8 million in new equipment to our rental fleet ~~$2.8~~and $0.9 million ~~in payments related to the construction of our new corporate office, $425,000 in office furniture and equipment and $963,000~~ in vehicles. Our investment in property and equipment also includes any changes ~~between work in progress~~to work-in-progress related to our rental fleet jobs ~~started and completed~~at the beginning of the period compared to the end of the period. Our rental work-in-progress decreased by $1.7 million during the ~~period, this change was an increase to the~~three months ended March 31, 2020. We financed our investment in rental equipment, property and other equipment of $8.6 million. Even though we have idle rental equipment, at times we do not have the specific type of equipment that our customers require, therefore we have to build new equipment to satisfy their needs. We financed this activity with cash flow from operations and cash on hand.

Cash flows

At ~~June 30, 2019,~~March 31, 2020, we had cash and cash equivalents of ~~$29.9~~$13.1 million compared to ~~$52.6~~$11.6 million at December 31, ~~2018.~~2019. Our cash ~~flow~~flows from ~~operations~~operating activities of ~~$6.4~~$8.3 million ~~was~~were partially offset by capital expenditures of ~~$29.4~~$6.7 million during the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. We had working capital of ~~$69.8~~$51.2 million at ~~June 30, 2019~~March 31, 2020 compared to ~~$85.5~~$36.9 million at December 31, ~~2018.~~2019. On ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we had outstanding debt of $417,000, which is all related to our line of credit. We ~~had positive net~~generated cash ~~flow~~flows from operating activities of ~~$6.4~~$8.3 million during the first ~~six~~three months of ~~2019~~2020 compared to ~~$10.9~~cash flows used in operating activities of $3.7 million for the first ~~six~~three months of ~~2018. The~~2019. Our cash ~~flow~~flows from ~~operations~~operating activities of ~~$6.4~~$8.3 million ~~was~~were primarily the result of ~~the~~ net income of ~~$930,000 and the~~$4.1 million, adding back non-cash items of depreciation and amortization of ~~$11.2~~$6.2 million, ~~$1.1 million related to the expenses associated with~~ stock-based compensation of $0.5 million, deferred income tax expense of $0.3 million, utilization of deferred tax assets through NOL carrybacks of $10.1 million, and a ~~decrease~~net positive change in ~~cash flows related to~~various working capital and other items of ~~$6.8~~$1.7 million against the negative impact of an increase in prepaid income taxes and prepaid expenses of $14.6 million.

Strategy

For the remainder of the fiscal year ~~2019,~~2020, given the state of the economy and our ~~overall~~industry due to the outbreak of COVID-19 and the subsequent collapse of crude oil prices, our plan is to ~~continue monitoring~~minimize capital expenditures and holding expenses in line with the anticipated level of activity, fabricate rental fleet equipment only in direct response to market requirements, emphasize marketing of our idle gas compressor units and limit bank borrowing in line with market conditions.reduce expenses. For the remainder of ~~2019,~~2020, our forecasted capital expenditures ~~with respect to compression equipment will be directly dependent upon our customers’ compression requirements and~~ are not anticipated to exceed our internally generated cash flows and our cash on hand. Any required capital will be for additions to our compressor rental fleet and/or ~~addition~~additions or ~~replacement~~replacements of service vehicles. We believe that cash flows from operations, our current cash position and our line of credit will be sufficient to satisfy our capital and liquidity requirements for the foreseeable future. ~~We may require additional capital to fund any~~

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unanticipated expenditures, including any acquisitions of other businesses, although that capital, beyond our line of credit, as discussed below may not be available to us when we need it or on acceptable terms.

Bank Borrowings

We have a senior secured revolving credit agreement the ("Amended Credit Agreement") with JP Morgan Chase Bank, N.A. (the "Lender") with an aggregate commitment of $30 million, subject to collateral availability. We also have a right to request from the lender, on an uncommitted basis, an increase of up to $20 million on the aggregate commitment (which could potentially increase the commitment amount to $50 million). ~~On August 31, 2017, we amended and renewed the Amended Credit Agreement, extending the maturity date to December 31, 2020. No other material revisions were made to the credit facility.~~ We had $29.5 million borrowing base availability at ~~June 30, 2019~~March 31, 2020 under the terms of our Amended Credit Agreement, and our balance on the line of credit was $417,000. For further information, see Note ~~5 "Credit Facility" on page 12.~~6, Credit Facility.

Contractual Obligations and Commitments

We have contractual obligations and commitments that affect the results of operations, financial condition and liquidity. The following table is a summary of our significant cash contractual obligations as of ~~June 30, 2019:~~March 31, 2020:


		Obligations Due in Period (in thousands)																							Obligations Due in Period (in thousands)
Cash Contractual Obligations	Cash Contractual Obligations	2019 ⁽¹⁾		2020		2021		2022		2023		Total		Cash Contractual Obligations	2020 ⁽¹⁾		2021		2022		2023		2024		Thereafter		Total
Line of credit (secured)	Line of credit (secured)	$	—	$	417	$	—	$	—	$	—	$	417	Line of credit (secured)	$	417	$	—	$	—	$	—	$	—	$	—	$	417
Interest on line of credit⁽²⁾	Interest on line of credit⁽²⁾	8		17		—		—		—		25		Interest on line of credit ⁽²⁾	9		—		—		—		—		—		9
Purchase obligations⁽³⁾	Purchase obligations⁽³⁾	245		400		111		—		—		756		Purchase obligations ⁽³⁾	215		250		160		—		—		—		625
Other long-term liabilities	Other long-term liabilities	—		—		47		—		—		47		Other long-term liabilities	—		—		39		—		—		—		39
Lease liabilities (including interest)														Lease liabilities (including interest)	154		174		47		38		38		168		619

Total	Total	$	253	$	834	$	158	$	—	$	—	$	1,245	Total	$	795	$	424	$	246	$	38	$	38	$	168	$	1,709

(1) For the ~~six~~nine months remaining in ~~2019.~~2020.

(2) Assumes an interest rate of ~~4.0%~~2.88% and no additional borrowings.

(3) Vendor exclusive purchase agreement related to paint and coatings.

The Company also has a remaining contractual obligation related to the construction of a new corporate office of approximately ~~$1.4 million,~~$375,000, which we intend to finance bywith cash on hand. Construction of a new office began in late 2017 and ~~is expected to be~~was completed in 2019.

Critical Accounting Policies and Practices

There have been no changes in the critical accounting policies disclosed in the Company's Form 10-K for the year ended December 31, ~~2018.~~2019.

Recently Issued Accounting Pronouncements

~~For further information, see~~Please read Note ~~1 "Basis of Presentation and~~2, Summary of Significant Accounting ~~Polices" on page 6.~~Policies, Recently Issued Accounting Pronouncements in our condensed consolidated financial statements in this report.

Off-Balance Sheet Arrangements

From time-to-time, we enter into off-balance sheet arrangements and transactions that can give rise to off-balance sheet obligations. As of ~~June 30, 2019,~~March 31, 2020, the off-balance sheet arrangements and transactions that we have entered into include operating lease agreements and purchase agreements. We do not believe that these arrangements are reasonably likely to materially affect our liquidity or availability of ~~or requirements for,~~ capital resources.

Special Note Regarding Forward-Looking Statements

Except for historical information contained herein, the statements in this report 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 our 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 natural gas prices, which could cause a decline in the demand for our products and services; and new governmental safety, health and environmental regulations, which could require us to make significant capital expenditures. The forward-looking statements included in this Form 10-Q are only made as of the date of this report, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. A discussion of these and other risk factors is included in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 filed with the SEC.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no changes in the market risks disclosed in the Company's Form 10-K for the year ended December 31, ~~2018.~~2019.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

An evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Vice President and ~~Principal Accounting~~Chief Financial Officer, of the effectiveness of the design ~~and~~ of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) ofunder the Securities Exchange Act of 1934, as amended or, the “Exchange Act”) as of ~~the end of the period covered by this report~~December 31, 2019, pursuant to Exchange Act Rule 13a-15. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily applies its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the President and Chief Executive Officer and our Vice President and ~~Principal Accounting~~Chief Financial Officer ~~have~~ concluded that, as of the end of the period covered by this report, ~~adjustments must be made~~our disclosure controls and procedures were not effective due to the design of our controls in order to maintain an effective control environment with formal accounting policies and controls. The evaluation is a continuation of a review process that started in the fourth quarter of 2018 when we determined that there was a material ~~weakness in our internal controls over financial reporting related to our review of the tax provision. A material weakness is a deficiency, or a combination of control deficiencies,~~weaknesses in internal control over financial reporting ~~such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected~~discussed below in Management’s Annual Report on ~~a timely basis.~~Internal Control Over Financial Reporting.

Material Weaknesses in Internal Control over Financial Reporting.

During the fourth quarter of fiscal year 2018, we identified a material weakness in internal controls over financial reporting related to our accounting and reporting of income tax ~~expense (benefit), the related~~(expense) benefit and consolidated balance sheet ~~accounts~~ and ~~other comprehensive income. In detail, we~~the consolidated statement of operations accounts. We did not design and maintain an effective control environment with formal accounting policies and controls to adequately provide sufficient information for the preparation of our tax provision to our third party tax professionals, and did not provide an appropriate level or sufficient review of the tax provision. The material weakness created a reasonable possibility that there could be a material misstatement of our annual or interim ~~financial.~~financial statements.

This material weakness resulted in ~~a material~~an immaterial misstatement in the provision for income taxes in our consolidated financial statement as of and for the years ended December 31, 2017, 2016 and 2015. ~~The misstatements were not material to any individual year.~~ Consolidated financial statements included in our Annual Report on Form 10-K issued as of December 31, 2018 reflect the correction of ~~the material~~this misstatement of income tax ~~expense (benefit),~~(expense) benefit, the related consolidated balance sheet and the consolidated ~~income~~operations statement accounts.

We ~~are undergoing ongoing~~have undergone evaluations, enhancements and implementation in our internal ~~significant~~controls over financial reporting ~~regarding and~~ to address the identified material ~~weakness and significant deficiency.~~weakness. We have ~~taken measures~~implemented various changes and enhancements to improve our controls related to the material ~~weakness and significant deficiency in the first quarter of~~weakness. Nevertheless, after testing, our improved controls were not considered remediated at year end 2019, ~~but have not completed our review. Our objective is~~so further changes will need to ~~complete remediation of our~~be implemented. Management expects this material weakness ~~and significant deficiency~~to be remediated by the end of ~~2019.~~2020.

During the fourth quarter of fiscal year 2019, we identified another material weakness in internal controls over financial reporting related to our accounting and reporting of compressor "make-ready" jobs, as well as various other compressor maintenance jobs, that were inappropriately capitalized, resulting in immaterial increases to the Company’s cost of rentals and, to a much lesser extent, depreciation expense in prior periods. These increases in operating costs and expenses were immaterial to all prior annual and interim periods, but would have been material to the fourth quarter of 2019 if these cumulative operating costs and expenses were taken as an out-of-period adjustment. As detailed in the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2019, the Company revised its prior period financial statements to reflect these additional operating costs and expenses.

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There have been no other changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are a party to various legal proceedings in the ordinary course of our business. 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 our financial position, results of operations or cash ~~flow.~~flows. We are not currently a party to any material legal proceedings and we are not aware of any threatened litigation.

Item 1A. Risk Factors

Please refer to and read ~~“Risk Factors”~~Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019, as well as the additional Risk Factor below, for a discussion of the risks associated with our Company and industry. Please also refer to and read Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Recent Events for a discussion of additional risks associated with our Company and industry.

We are exposed to counterparty credit risk. Nonpayment and nonperformance by our customers, suppliers or vendors could adversely impact our operations, cash flows and financial condition.

Weak economic conditions and widespread financial distress, including the significantly reduced global and national economic activity caused by the COVID-19 pandemic, could reduce the liquidity of our customers, suppliers or vendors, making it more difficult for them to meet their obligations to us. We are therefore subject to heightened risks of loss resulting from nonpayment or nonperformance by our customers, suppliers and vendors. Severe financial problems encountered by our customers, suppliers and vendors could limit our ability to collect amounts owed to us, or to enforce the performance of obligations owed to us under contractual arrangements. In the event that any of our customers was to enter into bankruptcy, we could lose all or a portion of the amounts owed to us by such customer, and we may be forced to cancel all or a portion of our service contracts with such customer at significant expense to us.

In addition, nonperformance by suppliers or vendors who have committed to provide us with critical products or services could raise our costs or interfere with our ability to successfully conduct our business. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses to the outbreak continue. These factors, combined with volatile prices of oil and natural gas, may precipitate a continued economic slowdown and/or a recession.

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Item 6. Exhibits

The following exhibits are filed herewith or incorporated herein by reference, as indicated:


Exhibit No.			Description

3.1			Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 of the 10-QSB filed and dated November 10, 2004)

3.2			Bylaws as amended (Incorporated by reference to Exhibit 3.1 of the Registrant's current report on form 8-K filed with the Securities and Exchange Commission on June 21, 2016.


~~10.1~~			Lease Agreement, dated January 9, 2018, between WNB Tower, LTD and Natural Gas Services Group, Inc. (Incorporated by reference to Exhibit 10.15 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2017 and filed with the Securities and Exchange Commission on March 9, 2018.)

10.2			2009 Restricted Stock/Unit Plan, as amended (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K dated June 3, 2014 and filed with the Securities and Exchange Commission on June 6, 2014.)

10.3			Stock Option Plan, as amended and restated (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2016.)

10.4			Credit Agreement between Natural Gas Services Group, Inc. and JPMorgan Chase Bank, N.A., dated December 10, 2010 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2014.)

10.5			Fifth Amendment of Credit Agreement between Natural Gas Services Group, Inc. and JPMorgan Chase Bank, N.A., dated August 31, 2017 (Incorporated by reference to Exhibit 10.2 of the Registrant's Current report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2017.)

10.6			Security Agreement between Natural Gas Services Group, Inc. and JPMorgan Chase Bank, N.A., dated December 10, 2010 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2011.)

10.7			Fourth Security Agreement between Natural Gas Services Group, Inc. and JPMorgan Chase Bank, N.A., dated August 31, 2017 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2017.)

10.8			Promissory Note in the aggregate amount of $30,000,000 issued to JPMorgan Chase Bank, N.A., dated August 31, 2017, in connection with the revolving credit line under the Credit Agreement with JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2017.)



~~10.9~~10.10			Amended and restated Employment Agreement dated April 27, 2015 between Natural Gas Services Group, Inc. and Stephen C. Taylor (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2015.)

~~10.10~~10.11			The Executive Nonqualified Excess Plan Adoption Agreement, referred to as the Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.11 of the Registrant's Quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016.)

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~~10.11~~10.12			Annual Incentive Bonus Plan (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission December 18, 2012.)

*31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*31.2			Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*32.2			Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

			* Filed herewith.

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 thereunto duly authorized.

NATURAL GAS SERVICES GROUP, INC.


/s/ Stephen C. Taylor						/s/ ~~G. Larry~~James R. Lawrence
Stephen C. Taylor						~~G. Larry~~James R. Lawrence
President and Chief Executive Officer						Vice President and Chief Financial Officer
(Principal Executive Officer)						(Principal Accounting Officer)
May 11, 2020

~~August 7, 2019~~

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	Three months ended June 30,						Six months ended June 30,
	(in thousands)						(in thousands)
	2019		2018		2019		2018
Compressors - sales	$	4,788	$	4,735	$	7,496	$	6,564
Flares - sales	106		969		541		1,491
Other (Parts/Rebuilds) - sales	920		679		1,902		1,326
Service and maintenance	509		394		988		643
Total revenue from contracts with customers	6,323		6,777		10,927		10,024
Add: non-ASC 606 rental revenue	13,572		11,427		26,959		22,898
Total revenue	$	19,895	$	18,204	$	37,886	$	32,922


	Balance at December 31, 2018		Adjustments due to ASU 2016-02		Balance at January 1, 2019
Balance Sheet
Assets
Right of use assets	$	—	$	451	$	451
Liabilities
Current portion of operating leases	$	—	$	126	$	126
Long term portion of operating leases	—		325		325
Total lease liabilities	$	—	$	451	$	451


	Operating Leases
	(in thousands)
2019	$	298
2020	118
2021	97
2022	44
2023	35
Thereafter	15
Total	$	607


	Revenue Six months ended June 30,
	(in thousands)
	2019						2018
Rental	$	26,959	71	%	$	22,898	70	%
Sales	9,939		26	%	9,381		28	%
Service and Maintenance	988		3	%	643		2	%
Total	$	37,886			$	32,922