================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission File Number 1-31398
NATURAL GAS SERVICES GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 75-2811855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2911 SCR 1260
Midland, Texas 79706
(Address of principal executive offices)
(915) 563-3974
(Issuer's Telephone number)
N/A
----------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes No
--- ----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Outstanding at
Class October 31, 2002
- ----------------------------- -----------------------------
Common Stock, $.001 par value 4,857,632
-----------------------------
Transitional Small Business Disclosure Format (Check one): Yes No X
--- ---
================================================================================
NATURAL GAS SERVICES GROUP, INC.
Commission File Number: 1-31398
Quarter Ended September 30, 2002
FORM 10-QSB/A
Part II - OTHER INFORMATION...............................................Page 3
Item 2. Changes in Securities............................................Page 3
Item 6. Exhibits and Reports on Form 8-K.................................Page 4
Signatures................................................................Page 4
2
NATURAL GAS SERVICES GROUP, INC.
Commission File Number: 1-31398
Quarter Ended September 30, 2002
Form 10-QSB/A
PART II - OTHER INFORMATION
Item 2. Changes in Securities
(d) On October 21, 2002, our Registration Statement (File No. 333-88314) was
declared effective. The offering closed on October 24, 2002, after the sale of
1,500,000 shares of our common stock and warrants to purchase 1,500,000 shares
of our common stock. The representative of the underwriters for our offering was
Neidiger,Tucker,Bruner, Inc.
Not including shares of common stock and warrants underlying the underwriters'
over-allotment option and shares of common stock and warrants underlying options
that were to be issued to the representative of the underwriters, we registered
1,650,000 shares of our common stock for sale at a maximum offering price of
$5.75 per share for an aggregate amount of $9,487,500 and warrants to purchase
1,650,000 shares of our common stock for sale at a maximum offering price of
$0.25 per warrant for an aggregate amount of $412,500. We also registered
1,650,000 shares of our common stock for sale upon exercise of the warrants at a
maximum offering price of $7.1875 per share for an aggregate of $11,859,375.
We also registered 247,500 shares of our common stock for sale at a maximum
offering price of $5.75 per share for an aggregate amount of $1,423,125 and
warrants to purchase 247,500 shares of our common stock for sale at a maximum
offering price of $0.25 per warrant for an aggregate amount of $61,875 that were
issuable upon exercise of the underwriter's over-allotment option. We also
registered 247,500 shares of our common stock for sale upon exercise of the
warrants included in the underwriter's over-allotment option for sale at a
maximum offering price of $7.1875 per share for an aggregate of $1,778,906.
In addition, as part of the offering, we also registered 165,000 shares of our
common stock, warrants to purchase 165,000 shares of our common stock and
165,000 shares of our common stock underlying the options to be issued to the
representative of the underwriters.
Subsequent to the effective time of the Registration Statement, we and Neidiger,
Tucker, Bruner, Inc. agreed to reduce the primary offering to 1,500,000 shares
of common stock which were sold at $5.00 per share for an aggregate amount of
$7,500,000 and warrants to purchase 1,500,000 shares of our common stock which
warrants were sold for $0.25 per warrant for an aggregate amount of $375,000.
When we and Neidiger, Tucker, Bruner, Inc. agreed to reduce the primary
offering, the number of shares of our common stock and the number of warrants
(including the underlying shares of common stock) underlying the underwriter's
over-allotment option was reduced to 225,000 and the prices of each were reduced
to the prices set forth above. To date, the underwriters have not exercised
their over-allotment option.
As a result of the reduction in the primary offering, the representative of the
underwriters received options to purchase 150,000 shares of our common stock and
warrants to purchase 150,000 shares of our common stock at prices of $6.25 and
$0.3125, respectively. The representative's warrants included in the
representative's options are exercisable at $7.8125 per share.
We have incurred an aggregate of approximately $1,020,226 of expenses in
connection with the offering, including underwriting discounts ($708,750),
expenses paid to or for the underwriter ($157,500), and other expenses of the
offering ($153,976). Such amounts were not paid directly or indirectly to the
directors, the officers or to persons owning 10% or more of any class of our
equity securities or to our affiliates. Rather, such payments were to others.
After deducting the total expenses, we received net offering proceeds of
approximately $6,854,774. Through November 12, 2003, the net offering proceeds
have been used for:
3
o $3,452,464 million to reduce indebtedness;
o $472,282 for the manufacture of gas compressors to be placed
in our rental fleet and leased over the next one to two years;
and
o $2,930,028 in temporary investments.
None of the net offering proceeds were used to make payments to the directors,
the officers or to persons owning 10% or more of any class of our equity
securities or to any affiliates. Rather such payments were to others.
Our uses of the net proceeds do not represent a material change in the use of
proceeds described in our prospectus.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350
99.2 Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350
(b) Reports on Form 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wayne L. Vinson
-----------------------------
Wayne L. Vinson
President and Chief Executive
Officer
By: /s/ Earl R. Wait
-----------------------------
Earl R. Wait
Chief Financial Officer
and Treasurer
December 2, 2002
4
NATURAL GAS SERVICES GROUP, INC.
CERTIFICATION
I, Wayne L. Vinson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Natural Gas
Services Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 2, 2002 /s/ Wayne L. Vinson
--------------------------------
Wayne L. Vinson
Title: Chief Executive Officer
5
NATURAL GAS SERVICES GROUP, INC.
CERTIFICATION
I, Earl R. Wait, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Natural Gas
Services Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 2, 2002 /s/ Earl R. Wait
--------------------------------
Earl R. Wait
Title: Chief Financial Officer
6
EXHIBIT INDEX
Exhibit 99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350
Exhibit 99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350
7