SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2000. [_] 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: 33-61888-FW COMPRESSCO, INC. (FORMERLY EMERGING ALPHA CORPORATION) (Exact name of small business issuer in its charter) DELAWARE 72-1235449 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 220 Camp Street, New Orleans, Louisiana 70130 (Address of principal executive offices) (Zip Code) 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 / / The number of shares outstanding of the issuer's classes of Common Stock as of September 30, 2000: Common Stock, $1.00 Par Value - 153,235 shares COMPRESSCO, INC. Index to Form 10-QSB Part I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (Unaudited) Compressco, Inc. Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2000 and 1999 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2000 and 1999 Notes to the Consolidated Financial Statements Gas Jack, Inc. (Predecessor Company) Statement of Operations for the Three and Nine Ended September 30, 1999 Statement of Cash Flows for the Nine Months Ended September 30, 1999 Item 2. Management's Discussion and Analysis of Financial condition and Results of Operations Part II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K PART 1. FINANCIAL STATEMENTS Item 1. Financial Statements COMPRESSCO, Inc. CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2000 December 31, 1999 ------------------ ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $203,531 $96,256 Accounts receivable, net of allowance of $24,613 and $27,000 754,600 495,072 Inventories 1,571,032 803,411 Other 75,003 61,034 Deferred income tax asset 11,522 13,385 ------------ ------------ Total current assets 2,615,688 1,469,158 PROPERTY AND EQUIPMENT: Gas Jack Compressors 6,281,495 2,765,443 Less- Accumulated depreciation (492,184) (100,190) ------------ ------------ Total compressors, net 5,789,311 2,665,253 ------------ ------------ Vehicles and Equipment 516,506 305,958 Less - Accumulated depreciation (72,131) (15,159) ------------ ------------ Total vehicles and equipment, net 444,375 290,799 OTHER ASSETS 178,324 14,344 ------------ ------------ Total assets $9,027,698 $4,439,554 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $1,812,167 $537,567 Accrued liabilities 169,442 96,721 Current portion of long-term debt 560,238 627,971 Other 7,955 8,273 ------------ ------------ Total current liabilities 2,549,802 1,270,532 LONG-TERM DEBT, net of current portion 3,596,298 2,246,418 DEFERRED INCOME TAXES 174,393 216,291 STOCKHOLDERS' EQUITY: Preferred stock, $1 par value; 2,000,000 shares authorized; no shares issued or outstanding Common stock, $1 par value; 20,000,000 shares authorized; 153,235 and 83,233 shares issued and outstanding at September 30, 2000 and December 31, 1999, respectively 153,235 83,233 Additional paid-in capital 2,663,715 633,657 Retained earnings (deficit) (109,745) (10,577) ------------ ------------ Total stockholders' equity 2,707,205 706,313 ------------ ------------ Total liabilities and stockholders' equity $9,027,698 $4,439,554 The accompanying notes are an integral part of these consolidated balance sheets. COMPRESSCO, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the For the For the For the Nine Months Nine Months Three Months Three Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2000 1999 2000 1999 REVENUES: Leasing revenue $2,630,584 $1,036,362 Sales - Gas Jack Compressors and parts 550,756 177,642 Service and other 261,363 98,839 ------------ ------------ Total revenues 3,442,703 1,312,843 ------------ ------------ COST OF SALES AND EXPENSES: Cost of sales 325,342 92,186 Operating expenses $10,648 1,075,014 $2,872 2,565,785 Depreciation expense 503,298 - 144,880 - ------------ ------------ ------------ ------------ Total cost of sales and expenses 3,394,425 10,648 1,312,080 2,872 ------------ ------------ ------------ ------------ OPERATING INCOME (LOSS) 48,278 (10,648) 763 (2,872) OTHER INCOME (EXPENSE) Interest income 10,449 5,136 3,215 15,528 Interest expense (203,009) (78,020) ------------ ------------ Total other income (expense) (187,481) 10,449 (72,884) 3,215 ------------ ------------ ------------ ------------ INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (139,203) (199) (72,121) 343 PROVISION (BENEFIT) FOR INCOME TAXES (40,035) - (19,766) - ------------ ------------ ------------ ------------ NET INCOME (LOSS) $(99,168) $(199) $(52,355) $343 Earnings (Loss) per share: Basic $(.74) $(0.00) $(.34) $0.01 The accompanying notes are an integral part of these consolidated financial statements. COMPRESSCO , INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For The For The Nine Months Nine Months Ended Ended September 30, 2000 September 30, 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(99,168) $(199) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities- Depreciation and amortization 503,298 70 Gain on sales of leased units (116,262) Other assets (163,980) Deferred income tax (40,035) Changes in current assets and liabilities: Accounts receivable (259,528) 2,103 Inventories (767,621) Other current assets (13,969) Accounts payable 1,274,600 160 Accrued liabilities 72,721 Other current liabilities (318) ------------ ------------ Net cash provided by (used in) operating activities 389,738 2,134 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to leased units (3,627,022) Additions to vehicles and equipment (210,548) Proceeds from sales of leased units 172,900 ------------ Net cash used in investing activities (3,664,670) ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 2,100,060 Payments of notes payable (487,742) Proceeds from line of credit 3,262,687 Principal payments on line of credit (1,492,798) ----------- Net cash provided by financing activities 3,382,207 ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 107,275 2,134 CASH AND CASH EQUIVALENTS, Beginning of period 96,256 289,174 ------------ ------------ CASH AND CASH EQUIVALENTS, End of period $203,531 $291,308 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. COMPRESSCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION Compressco, Inc., formerly Emerging Alpha Corporation (the "Company"), was incorporated in the State of Delaware on February 10, 1993, for the purpose of creating a corporate vehicle to seek, investigate and, if the results of such investigations warrant, acquire business opportunities. Prior to October 1999, the primary activity of the Company had been devoted to organizational activities and obtaining initial funding. Upon investigation and analysis by the Company's management, the Company decided to enter certain segments of the natural gas industry including equipment manufacturing, compression services and production of natural gas reserves. On October 29, 1999, the Company purchased all outstanding shares of the capital stock of Gas Jack, Inc. ("Gas Jack"), an Oklahoma corporation, for $2.7 million and all outstanding units of GJ Measurement, L.L.C. ("GJ Measurement") in exchange for 33,333 shares of the Company's common stock. Both acquisitions were accounted for using the purchase method of accounting. Subsequent to the acquisition, Gas Jack was renamed Compressco Field Services, Inc. The Company did not recognize any goodwill as a result of these acquisitions. In connection with the acquisitions, the Company changed its fiscal year-end from March 31 to December 31. The Company, through its subsidiaries, is engaged primarily in the manufacture, leasing and service of natural gas compressors that provide economical wellhead compression to mature, low pressure natural gas wells. The Company's compressors are currently sold and leased to natural gas producers located primarily in Oklahoma, Kansas, Texas, Arkansas and New Mexico. GJ Measurement, an Oklahoma L.L.C, is a natural gas measurement, testing and service company, based in Oklahoma City, that began operations in September 1999. In January 2000, the Company established a wholly owned energy production subsidiary, Providence Natural Gas, Inc. ("Providence"), to acquire certain pressure depleted reservoirs, having key reservoir characteristics known to be receptive to well-head compression. The Company plans to install compressors at the sites to enhance production and then market and sell the natural gas. 2. BASIS OF PRESENTATION The consolidated balance sheet as of September 30, 2000, and the consolidated statements of operations and cash flows for the periods ended September 30, 2000 and 1999 are unaudited. In the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The consolidated balance sheet data at December 31, 1999 was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The consolidated financial statements presented herein should be read in connection with the Company's December 31, 1999 consolidated financial statements included in the Company's Form 10-KSB. The results of operations for the three and nine months ended September 30, 2000 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2000. 3. CHANGE IN ACCOUNTING ESTIMATE Effective July 1, 2000, the Company changed its estimate of the useful life and salvage value of its compressors for purposes of computing depreciation. The estimated useful life and salvage value of its compressors was changed from seven years with no salvage value to 12 years with a 10% salvage value. Based upon the Company's data relating to the service history of its compressor fleet, the Company believes that the new estimated useful life and salvage value more accurately reflects the service life of its compressor fleet. The change is accounted for prospectively. The effect of the change in accounting estimate was as follows for the nine and three month periods ended September 30, 2000. Nine Months Ended Three Months Ended Depreciation expense decreased by $89,046 $89,046 Net loss decreased by $63,436 $63,436 Basic loss per share decreased by $ .47 $ .41 4. LONG-TERM DEBT Long-term debt consists of the following at September 30, 2000: (a) On October 29, 1999, the Company borrowed $2,800,000 under a term loan agreement with a bank. The note bears interest at a fixed rate of 8.8%. Principal payments of $46,667 plus accrued interest are due monthly until maturity on September 30, 2004. The loan balance at September 30, 2000, is $2,286,656 of which $1,726,656 is long term. The loan is secured with the assets and compressor leases of Gas Jack and a personal guarantee of the Company's President. (b) On October 29, 1999, the Company entered into a revolving line of credit agreement with a bank. Under the agreement, as amended, the Company can borrow the lesser of $4,000,000 or the sum of 80% of the aggregate amount of eligible receivables, plus 50% of the aggregate amount of eligible inventory, plus 80% of the cost of new compressors completed since acquisition of Gas Jack, Inc. The line of credit bears interest at Wall Street Journal Prime Rate (9.5% at September 30, 2000). Interest is due monthly with all outstanding borrowings due at maturity on November 30, 2000. The loan is secured with the assets and compressor leases of Gas Jack and a personal guarantee of the Company's President. The balance outstanding under the line of credit agreement at September 30, 2000 was $1,867,050. 5. STOCKHOLDERS' EQUITY The Company issued 70,002 shares of its common stock during March 2000 through a private placement for $30.00 per share, or total proceeds of $2,100,060. The equity proceeds are being used to fund the growth in the Company's compressor fleet and the development of Providence Natural Gas. 6. EARNINGS PER SHARE Basic earnings per common share is calculated using the weighted average number of shares issued and outstanding during the period. The weighted average shares for the nine months ending September 30, 2000 and 1999 were 134,074 and 43,600 respectively and for the three months ending September 30, 2000 and 1999 were 153,235 and 43,600 respectively. The fully diluted earnings per share is not shown as the effect would be antidilutive. 7. PRO FORMA FINANCIAL DATA FOR 1999 The following is the pro forma results of operations for Compressco, Inc., for the three and nine months ended September 30, 1999 assuming the acquisition of Gas Jack, Inc. had taken place on January 1, 1999. Pro Forma Results Nine Months Ended Three Months Ended September 30, 1999 September 30, 1999 Revenue $2,542,886 $992,525 Net income (loss) after taxes 53,319 17,510 Earnings per share: Basic $ .69 $ .23 GAS JACK, INC. (Predecessor Company) STATEMENTS OF OPERATIONS for the Periods Ended September 30, 1999 (Unaudited) Nine Months Three Months REVENUES: Leasing revenue $1,891,468 $662,452 Sales - Gas Jack Compressors and parts 522,855 297,072 Service and other 128,563 33,001 ------------ ------------ Total revenues 2,542,886 992,525 ------------ ------------ COST OF SALES AND EXPENSES: Cost of sales 307,880 174,932 Operating expenses 1,471,350 545,073 Depreciation expense 459,465 158,809 ------------ ------------ Total cost of sales and expenses 2,238,695 878,814 ------------ ------------ OPERATING INCOME 304,191 113,711 OTHER INCOME (EXPENSE) Interest expense (27,845) (12,655) ------------ ------------ Total other income (expense) (27,845) (12,655) ------------ ------------ INCOME BEFORE PROVISION FOR INCOME TAXES 276,346 101,056 PROVISION FOR INCOME TAXES (110,537) (38,668) ------------ ------------ NET INCOME $165,809 $62,388 The accompanying notes are an integral part of these consolidated financial statements. GAS JACK, INC. (Predecessor Company) STATEMENT OF CASH FLOWS For the Nine Months Ended September 30,1999 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 165,809 Adjustments to reconcile net income to net cash provided by operating activities- Depreciation and amortization 459,465 Gain on sales of leased units (138,671) Other assets (66,185) Changes in current assets and liabilities: Accounts receivable (51,098) Inventories (383,795) Other current assets Accounts payable 34,999 Accrued liabilities 11,932 Other current liabilities 455 ------------ Net cash provided by operating activities 32,911 ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Additions to leased units (443,748) Additions to vehicles and equipment (61,870) Proceeds from sales of leased units 325,410 ------------ Net cash used in investing activities (180,208) ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Payments of notes payable (122,989) Loan proceeds 308,000 ------------ Net cash provided by financing activities 185,011 ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 37,714 CASH AND CASH EQUIVALENTS, Beginning of period 29,166 ------------ CASH AND CASH EQUIVALENTS, End of period $66,880 The accompanying notes are an integral part of these consolidated financial statements. GAS JACK, INC. (Predecessor Company) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1999 1. BASIS OF PRESENTATION The accompanying financial statement of operations and statement of cash flows for the periods ended September 30, 1999 are unaudited. In the opinion of Predecessor company management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999 or December 31, 2000. 2. SUBSEQUENT EVENT On October 29, 1999 Compressco, Inc. acquired all outstanding capital stock of Gas Jack, Inc. for $2.7 million in cash. The bank credit facilities of Gas Jack, Inc. were repaid and terminated. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Prior to October 1999, the Company had no business operations; its only revenue since its inception in 1993 was from interest income and its only expenses related to administrative expenses. In October 1999, the Company purchased a privately held natural gas compressor manufacturing and Service Company, Gas Jack, for $2.7 million in cash, and also purchased GJ Measurement in exchange for 33,333 shares of the Company's common stock. Gas Jack, Inc., is considered a Predecessor Company for purposes of this document. These acquisitions were accounted for under the purchase method of accounting. In connection with the acquisitions, the Company's fiscal year end was changed from March 31 to December 31. In January 2000, the Company established a wholly owned energy production subsidiary, Providence, to acquire certain pressure depleted reservoirs, having key reservoir characteristics known to be receptive to well-head compression. The Company plans to install compressors at the sites to enhance production and then market and sell the natural gas. Providence completed its first gas well acquisition on July 20, 2000 purchasing partial interest in a well in Harper County, Oklahoma. The following table sets forth selected financial information for the fiscal year ended December 31, 1999 and as of September 30, 2000 and for the nine months ended September 30, 2000 and 1999 and is qualified in its entirety by the financial statements appearing elsewhere in this Form 10-QSB. In the text below, our financial results for the third quarter of 2000 are compared to the financial results of Gas Jack, Inc. ("Predecessor Company") for the third quarter of 1999. RESULTS OF OPERATIONS SELECTED CONSOLIDATED FINANCIAL DATA STATEMENT OF OPERATIONS DATA: NINE MONTHS ENDED SEPTEMBER 30, 2000 1999 1999 Consolidated (Predecessor) Operating Revenues $3,442,703 $ --- $2,542,886 Cost of Sales and Expenses 3,394,425 10,648 2,238,695 Operating Income (Expense) 48,278 (10,648) 304,191 Net Income (Loss) (99,168) (199) $ 165,809 September 30, 2000 December 31, 1999 BALANCE SHEET DATA (AT END OF PERIOD): Cash $ 203,531 $ 96,256 Total Assets 9,027,698 4,439,554 Total Liabilities 6,320,493 3,733,241 Stockholders' Equity 2,707,205 706,313 The following discussion regarding the consolidated financial statements of the Company should be read in conjunction with the financial statements and notes thereto. NINE MONTHS ENDED SEPTEMBER 30, 2000 FOR THE COMPANY COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1999 FOR THE PREDECESSOR COMPANY The Company's results of operations for the nine months ended September 30, 2000 reflect the acquisition of Gas Jack on October 29, 1999. Prior to the acquisition, Compressco had no business operations. For all periods prior to the acquisition, Compressco's only revenue was from interest income from equity invested in Compressco and expenses related to administration of Compressco's assets. The revenues for the nine months ended September 30, 2000 of $3,442,703 increased by $899,817 or 35%, for the comparable period in 1999. The following table sets forth the components of our revenue for the nine months ended September 30, 2000 and the Predecessor Company revenue for the nine months ended September 30, 1999: 2000 1999 Revenue: Leasing revenue $2,630,584 $1,891,468 Sale of compressors and parts 550,756 522,855 Service and other 261,363 128,563 Total revenue $3,442,703 $2,542,886 The Company had 355 compressors in service at September 30, 2000 compared to 209 at September 30,1999. In the nine months ended September 30, 2000 the Company sold seven compressors compared to 15 units for the 1999 period. The cost of sales and expenses for the 2000 period were 84% of sales revenue compared to 70% in the 1999 period. Operating expenses for the 2000 period were $2,565,785 or 74% of revenues, compared to $1,471,350, or 58% of revenues, for the 1999 period. Operating expenses in the 2000 period include $206,588 of start up expenses related to Providence Natural Gas, Inc. The Company manufactured 156 compressors in the 2000 period compared to 9 in the 1999 period. The increase in the number of compressors was due to higher demand as a result of increasing our sales and marketing activities and higher natural gas prices in 2000. Depreciation expense increased in the 2000 period to $503,298 compared to $459,465 for the 1999 period due to more compressors being in service in 2000. The 2000 period includes interest expense of $168,806 relating to financing the acquisition of Gas Jack in October 1999. The net loss before taxes was $139,203 for the 2000 period compared to net income before taxes of $276,346 for the 1999 period. The decrease in net income was primarily due to higher interest expense, the Providence Natural Gas operating expenses and higher depreciation expense in 2000. In March 2000, the Company issued 70,002 shares of its common stock through a private placement for $30.00 per share, or total proceeds of $2,100,060. The proceeds are being used primarily to fund the growth in the Company's compressor fleet and development of Providence Natural Gas. LIQUIDITY AND CAPITAL RESOURCES On October 29, 1999, the Company borrowed $2,800,000 under a term loan agreement with Hibernia National Bank. The related note bears interest at a fixed rate of 8.8%. Principal payments of $46,667, plus accrued interest, are due monthly until maturity on September 30, 2004. The loan is secured with the assets and compressor leases of Gas Jack, and a personal guarantee of the Company's President. On October 29, 1999, the Company and Gas Jack entered into a revolving line of credit agreement with Hibernia. Under the agreement, the Company may borrow up to the lesser of (i) $4,000,000 or (ii) the sum of 80% of the aggregate amount of eligible receivables, plus 50% of the aggregate amount of eligible inventory, plus 80% of the cost of new compressors completed since the acquisition of Gas Jack. The line of credit bears interest at Wall Street Journal Prime Rate (9.5% at September 30, 2000). Interest is due monthly with all outstanding borrowings due at maturity on November 30, 2000. The loan is secured with the assets and compressor leases of Gas Jack and a personal guarantee of the Company's President. The balance outstanding on the line of credit at September 30, 2000 is $1,867,050. The Company expects to complete by November 30, 2000 a new line of credit that will provide the additional funds required to meet the Company's growth and working capital needs. In March 2000, the Company issued 70,002 shares of its common stock through a private placement for $30.00 per share, or total proceeds of $2,100,060. The equity proceeds were used in part to repay borrowings under the Company's line of credit and the remaining proceeds will be used primarily to fund the development of Providence. The Company believes that cash flow from operations and funds available under its credit facilities will provide the necessary working capital to fund the Company's requirements for current operations through 2000. However, in connection with any expansion of operations or acquisition activities, it is likely that the Company will need additional sources of debt or equity financing. The Company cannot provide assurance that these funds will be available or if available will be available on satisfactory terms. IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS In connection with forward-looking statements contained in this Form 10-QSB and those that may be made in the future by or on behalf of the Company which are identified as forward-looking by such words as "believes," "intends" or words of a similar nature, the Company notes that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. The forward-looking statements contained in this Form 10-QSB were prepared by management and are qualified by, and subject to, significant business, economic, competitive, regulatory and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the Company. Accordingly, there can be no assurance that the forward-looking statements contained in this Form 10-QSB will be realized or the actual results will not be significantly higher or lower. These forward-looking statements have not been audited by, examined by, compiled by or subjected to agreed-upon procedures by independent accountants, and no third-party has independently verified or reviewed such statements. Readers of this Form 10-QSB should consider these facts in evaluating the information contained herein. In addition, the business and operations of the Company are subject to substantial risks which increase the uncertainty inherent in the forward-looking statements contained in this Form 10-QSB. The inclusion of the forward-looking statements contained in this Form 10-QSB should not be regarded as a representation by the Company or any other person that the forward-looking statements contained in this Form 10-QSB will be achieved. In light of the foregoing, readers of this Form 10-QSB are cautioned not to place undue reliance on the forward-looking statements contained herein. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. Changes in Securities and Use of Proceeds In March 2000, the Company issued 70,002 shares of it's common stock through a private placement under Section 4(2) of the Securities Act of 1933 for $30.00 per share, or total proceeds of $2,100,060. The equity proceeds were used in part to repay borrowings under the Company's line of credit and the remaining proceeds will be used primarily to fund the growth in the Company's compressor fleet and development of Providence Natural Gas, Inc. Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibits of the Company are included herein. 3. Certificate of Incorporation and Bylaws *3.1 Restated Certificate of Incorporation *3.2 Bylaws *3.3 Proposed Certificate of Amendment to the Restated Certificate of Incorporation 10. Material Contracts *10.1 1993 Stock Option Plan *10.2Form of Stock Option Agreements with Messrs. Keenan, Killeen, Jarrell and Chaffe with Schedule of Details **10.3 Stock Purchase Agreement, dated as of October 29, 1999, by and among Emerging Alpha Corporation and the Stockholders of Gas Jack, Inc. **10.4 Loan Agreement, dated as of October 29, 1999, by and between Hibernia National Bank and Emerging Alpha Corporation. **10.5 Loan Agreement, dated as of October 29, 1999, by and among Hibernia National Bank, Emerging Alpha Corporation and Gas Jack, Inc. (b) Reports of Form 8-K. October 29, 1999 No reports were filed in the quarter ended September 30, 2000 - - ----------- * Filed with Registration Statement on Form SB-2, File No. 33-61888-FW and incorporated by reference herein. ** Filed with Current Report on Form 8-K (October 29, 1999) and incorporated by reference herein. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on November 14, 2000. COMPRESSCO, INC. By: /S/ JERRY W. JARRELL ------------------------- Jerry W. Jarrell Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on November 14, 2000. By: /S/ BURT H. KEENAN Chairman of the Board and Director ------------------------------ Burt H. Keenan By: /S/ BROOKS MIMS TALTON Chief Executive Officer, President ------------------------------ and Director Brooks Mims Talton By: /S/ JERRY W. JARRELL Chief Financial Officer, Secretary ------------------------------ and Director Jerry W. Jarrell