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 March 31, ~~2022~~2023

☐ 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 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	New York Stock Exchange

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 o

Non-accelerated filer ☒

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

As of May ~~9, 2022,~~08, 2023 there were ~~12,476,957~~12,501,597 shares of the Registrant's common stock, $0.01 par value, outstanding.


Part I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheets	Page	1

Unaudited Condensed Consolidated Statements of Operations	Page	2

Unaudited Condensed Consolidated Statements of Stockholders' Equity	Page	3

Unaudited Condensed Consolidated Statements of Cash Flows	Page	4

Notes to Unaudited Condensed Consolidated Financial Statements	Page	5

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	Page	14

Item 3. Quantitative and Qualitative Disclosures about Market Risk	Page	1920

Item 4. Controls and Procedures	Page	1920

Part II - OTHER INFORMATION

Item 1. Legal Proceedings	Page	2021

Item 1A. Risk Factors	Page	2021

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	Page	2021

Item 3. Defaults Upon Senior Securities	Page	2021

Item 4. Mine Safety Disclosures	Page	2021

Item 5. Other Information	Page	2021

Item 6. Exhibits	Page	2122

Signatures	Page	2324

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value) (unaudited)	NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value) (unaudited)					NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value) (unaudited)
		March 31,		December 31,			March 31,		December 31,
		2022		2021			2023		2022
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	16,426	$	22,942	Cash and cash equivalents	$	7,412	$	3,372
Trade accounts receivable, net of allowance for doubtful accounts of $1,126 and $1,129, respectively		12,882		10,389
Trade accounts receivable, net						Trade accounts receivable, net	14,971		14,668
Inventory	Inventory	17,331		19,329		Inventory	25,077		23,414
Federal income tax receivable (Note 4)	Federal income tax receivable (Note 4)	11,538		11,538		Federal income tax receivable (Note 4)	11,538		11,538
Prepaid income taxes	Prepaid income taxes	54		51		Prepaid income taxes	10		10
Prepaid expenses and other	Prepaid expenses and other	613		854		Prepaid expenses and other	648		1,145
Total current assets	Total current assets	58,844		65,103		Total current assets	59,656		54,147
Long-term inventory, net of allowance for obsolescence of $37 and $64, respectively		1,495		1,582
Rental equipment, net of accumulated depreciation of $178,038 and $172,563, respectively		209,587		206,985
Property and equipment, net of accumulated depreciation of $16,305 and $15,784, respectively		20,407		20,828
Right of use assets - operating leases, net of accumulated amortization of $602 and $555, respectively		329		285
Long-term inventory, net of allowance for obsolescence of $40 and $120, respectively						Long-term inventory, net of allowance for obsolescence of $40 and $120, respectively	1,588		1,557
Rental equipment, net of accumulated depreciation of $182,560 and $177,729, respectively						Rental equipment, net of accumulated depreciation of $182,560 and $177,729, respectively	287,181		246,450
Property and equipment, net of accumulated depreciation of $17,554 and $16,981, respectively						Property and equipment, net of accumulated depreciation of $17,554 and $16,981, respectively	22,420		22,176
Right of use assets - operating leases, net of accumulated amortization $760 and $721, respectively						Right of use assets - operating leases, net of accumulated amortization $760 and $721, respectively	309		349

Intangibles, net of accumulated amortization of $2,165 and $2,134, respectively		994		1,025
Intangibles, net of accumulated amortization of $2,290 and $2,259, respectively						Intangibles, net of accumulated amortization of $2,290 and $2,259, respectively	869		900
Other assets	Other assets	2,610		2,698		Other assets	4,784		2,667
Total assets	Total assets	$	294,266	$	298,506	Total assets	$	376,807	$	328,246
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:	Current Liabilities:					Current Liabilities:
Accounts payable	Accounts payable	$	5,604	$	4,795	Accounts payable	$	24,835	$	6,481
Accrued liabilities	Accrued liabilities	12,945		14,103		Accrued liabilities	16,946		23,726

Current operating leases	Current operating leases	120		68		Current operating leases	123		155
Deferred income	Deferred income	—		1,312		Deferred income	114		37
Total current liabilities	Total current liabilities	18,669		20,278		Total current liabilities	42,018		30,399
Line of credit		—		—
Long-term debt						Long-term debt	61,011		25,000
Deferred income tax liability	Deferred income tax liability	39,278		39,288		Deferred income tax liability	39,946		39,798
Long-term operating leases	Long-term operating leases	210		217		Long-term operating leases	186		194

Other long-term liabilities	Other long-term liabilities	2,726		2,813		Other long-term liabilities	2,897		2,779
Total liabilities	Total liabilities	60,883		62,596		Total liabilities	146,058		98,170
Commitments and contingencies (Note 9)	Commitments and contingencies (Note 9)	0		0		Commitments and contingencies (Note 9)
Stockholders’ Equity:	Stockholders’ Equity:					Stockholders’ Equity:
Preferred stock, 5,000 shares authorized, no shares issued or outstanding	Preferred stock, 5,000 shares authorized, no shares issued or outstanding	—		—		Preferred stock, 5,000 shares authorized, no shares issued or outstanding	—		—
Common stock, 30,000 shares authorized, par value $0.01; 13,473 and 13,394 shares issued, respectively		135		134
Common stock, 30,000 shares authorized, par value $0.01; 13,548 and 13,519 shares issued, respectively						Common stock, 30,000 shares authorized, par value $0.01; 13,548 and 13,519 shares issued, respectively	135		135
Additional paid-in capital	Additional paid-in capital	114,080		114,017		Additional paid-in capital	115,714		115,411
Retained earnings	Retained earnings	130,440		130,103		Retained earnings	129,904		129,534

Treasury Shares, at cost, 1,022 and 775 shares, respectively		(11,272)		(8,344)
Treasury shares, at cost, 1,310 shares, respectively						Treasury shares, at cost, 1,310 shares, respectively	(15,004)		(15,004)
Total stockholders' equity	Total stockholders' equity	233,383		235,910		Total stockholders' equity	230,749		230,076
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	294,266	$	298,506	Total liabilities and stockholders' equity	$	376,807	$	328,246

See accompanying notes to these unaudited condensed consolidated financial statements.


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

		Three months ended					Three months ended
		March 31,					March 31,
		2022		2021					2023		2022
Revenue:	Revenue:							Revenue:
Rental income	Rental income	$	17,129	$	15,341			Rental income	$	22,723	$	17,129
Sales	Sales	2,893		2,711				Sales	2,992		2,893
Service and maintenance income	Service and maintenance income	314		345				Service and maintenance income	905		314
Total revenue	Total revenue	20,336		18,397				Total revenue	26,620		20,336
Operating costs and expenses:	Operating costs and expenses:							Operating costs and expenses:
Cost of rentals, exclusive of depreciation stated separately below	Cost of rentals, exclusive of depreciation stated separately below	9,230		7,156				Cost of rentals, exclusive of depreciation stated separately below	11,645		9,230
Cost of sales, exclusive of depreciation stated separately below	Cost of sales, exclusive of depreciation stated separately below	1,988		2,616				Cost of sales, exclusive of depreciation stated separately below	3,237		1,988
Cost of service and maintenance, exclusive of depreciation stated separately below	Cost of service and maintenance, exclusive of depreciation stated separately below	173		48				Cost of service and maintenance, exclusive of depreciation stated separately below	609		173
Selling, general and administrative expenses	Selling, general and administrative expenses	2,502		2,649				Selling, general and administrative expenses	4,562		2,502
Depreciation and amortization	Depreciation and amortization	6,061		6,297				Depreciation and amortization	6,165		6,061

Total operating costs and expenses	Total operating costs and expenses	19,954		18,766				Total operating costs and expenses	26,218		19,954
Operating income (loss)		382		(369)
Operating income								Operating income	402		382
Other income (expense):	Other income (expense):							Other income (expense):
Interest expense	Interest expense	(24)		(1)				Interest expense	—		(24)
Other income (expense), net	Other income (expense), net	(32)		101				Other income (expense), net	118		(32)
Total other income (expense), net		(56)		100
Income (loss) before provision for income taxes		326		(269)
Income tax benefit (expense)		11		(125)
Net income (loss)		$	337	$	(394)
Earnings (loss) per share:
Total other income, net								Total other income, net	118		(56)
Income before provision for income taxes								Income before provision for income taxes	520		326
Income tax (expense) benefit								Income tax (expense) benefit	(150)		11
Net income								Net income	$	370	$	337
Earnings per share:								Earnings per share:
Basic	Basic	$	0.03	$	(0.03)			Basic	$	0.03	$	0.03
Diluted	Diluted	$	0.03	$	(0.03)			Diluted	$	0.03	$	0.03
Weighted average shares outstanding:	Weighted average shares outstanding:							Weighted average shares outstanding:
Basic	Basic	12,537		13,263				Basic	12,213		12,537
Diluted	Diluted	12,698		13,263				Diluted	12,354		12,698

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 Treasury Stock Total Stockholders' Equity
Shares Amount Shares Amount Shares Amount
BALANCES, January 1, 2021 — $ — 13,296 $ 133 $ 112,615 $ 139,286 38 $ (490) $ 251,544
Issuance of restricted stock — — 62 — — — — — —
Compensation expense on restricted common stock — — — 1 473 — — — 474
Taxes paid related to net shares settlement of equity awards — — — — (224) — — — (224)
Net income — — — — — (394) — — (394)
BALANCES, March 31, 2021 — $ — 13,358 $ 134 $ 112,864 $ 138,892 38 $ (490) $ 251,400
BALANCES, January 1, 2022 — $ — 13,394 $ 134 $ 114,017 $ 130,103 775 $ (8,344) $ 235,910
Compensation expense on common stock options — — — — 21 — — — 21
Issuance of restricted stock — — 79 — — — — — —
Compensation expense on restricted common stock — — — 1 401 — — — 402
Taxes paid related to net shares settlement of equity awards — — — — (359) — — — (359)
Purchase of treasury shares — — — — — — 247 (2,928) (2,928)
Net loss — — — — — 337 — — 337
BALANCES, March 31, 2022 — $ — 13,473 $ 135 $ 114,080 $ 130,440 1,022 $ (11,272) $ 233,383


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, 2022	—	$	—	13,394	$	134	$	114,017	$	130,103	775	$	(8,344)	$	235,910
Compensation expense on common stock options	—	—		—	—		21		—		—	—		21
Issuance of restricted stock	—	—		79	—		—		—		—	—		—
Compensation expense on restricted common stock	—	—		—	1		401		—		—	—		402
Taxes paid related to net shares settlement of equity awards	—	—		—	—		(359)		—		—	—		(359)
Purchase of treasury shares											247	(2,928)		(2,928)
Net income	—	—		—	—		—		337		—	—		337
BALANCES, March 31, 2022	—	$	—	13,473	$	135	$	114,080	$	130,440	1,022	$	(11,272)	$	233,383
















BALANCES, January 1, 2023				13,519	$	135	$	115,411	$	129,534	1,310	$	(15,004)	$	230,076
Compensation expense on common stock options	—			—			22		—		—			22
Issuance of restricted stock	—	—		29	—						—	—		—
Compensation expense on restricted common stock	—	—		—	—		465		—		—	—		465
Taxes paid related to net shares settlement of equity awards	—	—		—	—		(184)		—		—	—		(184)

Net income	—	—		—	—		—		370		—	—		370
BALANCES, March 31, 2023	—	$	—	13,548	$	135	$	115,714	$	129,904	1,310	$	(15,004)	$	230,749

See accompanying notes to these unaudited condensed consolidated financial statements.

NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months ended
March 31,
2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 337 $ (394)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 6,061 6,297
Amortization of debt issuance costs 12 —
Deferred income tax (benefit) expense (11) 123
Stock-based compensation 423 474
Bad debt allowance — 15
Gain on sale of assets (36) —
Loss (gain) on company owned life insurance 130 (98)
Changes in operating assets and liabilities:
Trade accounts receivables (2,494) (855)
Inventory 2,085 (100)
Prepaid expenses and prepaid income taxes 238 301
Accounts payable and accrued liabilities (349) 2,523
Deferred income (1,312) (1,069)
Other (89) 164
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,995 7,381
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of rental equipment, property and other equipment (8,212) (4,965)
Purchase of company owned life insurance (47) (17)
Proceeds from sale of property and equipment 37 —
NET CASH USED IN INVESTING ACTIVITIES (8,222) (4,982)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of other long-term liabilities, net (2) —
Repayments of line of credit, net — (417)
Purchase of treasury shares (2,928) —
Taxes paid related to net share settlement of equity awards (359) (224)
NET CASH USED IN FINANCING ACTIVITIES (3,289) (641)
NET CHANGE IN CASH AND CASH EQUIVALENTS (6,516) 1,758
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,942 28,925
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,426 $ 30,683
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 12 $ 1
NON-CASH TRANSACTIONS
Right of use asset acquired through an operating lease $ 91 $ —


NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
	Three months ended
	March 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	370	$	337
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,165		6,061
Amortization of debt issuance costs	52		12
Deferred income tax (benefit) expense	148		(11)
Stock-based compensation	487		423
Bad debt allowance	48		—


Gain on sale of assets	(25)		(36)

Loss (gain) on company owned life insurance	(18)		130
Changes in operating assets and liabilities:
Trade accounts receivables	(351)		(2,494)
Inventory	(986)		2,085

Prepaid expenses and prepaid income taxes	497		238
Accounts payable and accrued liabilities	11,574		(349)

Deferred income	77		(1,312)

Other	184		(89)

NET CASH PROVIDED BY OPERATING ACTIVITIES	18,222		4,995
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of rental equipment, property and other equipment	(47,792)		(8,212)
Purchase of company owned life insurance	(50)		(47)
Proceeds from sale of property and equipment	—		37


NET CASH USED IN INVESTING ACTIVITIES	(47,842)		(8,222)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan	36,011		—

Payments of other long-term liabilities, net	(36)		(2)
Payments of debt issuance costs	(2,131)		—

Purchase of treasury shares	—		(2,928)
Taxes paid related to net share settlement of equity awards	(184)		(359)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	33,660		(3,289)
NET CHANGE IN CASH AND CASH EQUIVALENTS	4,040		(6,516)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	3,372		22,942
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	7,412	$	16,426
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	855	$	12

NON-CASH TRANSACTIONS



Right of use asset acquired through an operating lease	$	—	$	91
Transfer of rental equipment to inventory	$	708	$	—

See accompanying notes to these unaudited condensed consolidated financial statements.

Natural Gas Services Group, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of Business

Natural Gas Services Group, Inc. (the "Company", “NGS”, "Natural Gas Services Group", "we" or "our") (a Colorado corporation), is a 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.

2. Summary of Significant Accounting Policies

Principles of 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. 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 March 31, ~~2022~~2023 and the results of our operations for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 not misleading. As permitted by the rules and regulations of the Securities and Exchange Commission ~~(SEC)~~(the "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, ~~2021~~2022 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 months ended March 31, ~~2022~~2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, ~~2022.~~2023.

Revenue Recognition Policy

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), except for rental revenue as discussed below. Under ASC 606, 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). Revenue 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, we (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the 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 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 period. Our rental contracts typically range from six to 24 months, with our larger horsepower compressors having contract terms of up to 60 months. Our revenue is recognized over time, generally monthly, in accordance with ~~equal monthly payments over~~payment terms under the ~~term of the contract.~~contract.. After the terms of the contract have expired, a customer may renew their contract or continue renting on a monthly basis thereafter. In accordance with ASC 842, 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 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 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~~this equipment from our finished goods, such that ~~they are~~this equipment is 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 and 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 maintained by the customer and there are no exceptions to the customer’s commitment to accept and pay for the manufactured equipment. There was no revenue recognized for bill and hold arrangements for the three months ended March 31, ~~2022 and 2021.~~2023 or 2022.

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, 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 months ended March 31, ~~2022~~2023 and ~~2021:~~

Three months ended March 31,
2022 2021
(in thousands)
Compressors - sales $ 1,968 $ 1,891
Flares - sales — 46
Other (parts/rebuilds) - sales 925 774
Service and maintenance 314 345
Total revenue from contracts with customers 3,207 3,056
Add: ASC 842 rental revenue 17,129 15,341
Total revenue $ 20,336 $ 18,397
2022:


	Three months ended March 31,
	2023		2022
	(in thousands)
Compressors - sales	$	969	$	1,968

Other (parts/rebuilds) - sales	2,023		925
Service and maintenance	905		314
Total revenue from contracts with customers	3,897		3,207
Add: ASC 842 rental revenue	22,723		17,129
Total revenue	$	26,620	$	20,336

Contract Balances

As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we had the following receivables and deferred income from contracts with customers:


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in thousands)					(in thousands)
Accounts Receivable	Accounts Receivable					Accounts Receivable
Accounts receivable - contracts with customers	Accounts receivable - contracts with customers	$	3,375	$	3,354	Accounts receivable - contracts with customers	$	4,245	$	4,353
Accounts receivable - ASC 842	Accounts receivable - ASC 842	10,633		8,164		Accounts receivable - ASC 842	11,107		10,653
Total Accounts Receivable	Total Accounts Receivable	14,008		11,518		Total Accounts Receivable	15,352		15,006
Less: Allowance for doubtful accounts	Less: Allowance for doubtful accounts	(1,126)		(1,129)		Less: Allowance for doubtful accounts	(381)		(338)
Total Accounts Receivable, net	Total Accounts Receivable, net	$	12,882	$	10,389	Total Accounts Receivable, net	$	14,971	$	14,668

Deferred income	Deferred income	$	—	$	1,312	Deferred income	$	114	$	37

The Company recognized sales revenues of ~~$1.3 million~~$37,000 for the three months ended March 31, ~~2022~~2023 that was included in deferred income at the beginning of ~~2022. For the year ended December 31, 2021, the Company recognized sales revenues of $1.1 million that was included in deferred income at the beginning of 2021.~~2023.

The increase ofin accounts receivable and decrease ofin deferred income were primarily due to normal timing differences between our performance and the customers’ payments.

Remaining Performance Obligations

As of March 31, ~~2022,~~2023, the Company ~~did not have~~had deferred revenue of $114 thousand related to unsatisfied performance obligations.

Contract Costs

The Company 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 expenses on our condensed consolidated statements of operations.

Income Taxes

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 expected to be recovered or settled. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. To the extent we establish a valuation allowance or increase this allowance in a period, we include an expense in the tax provision in our condensed consolidated statements of operations.

We account for uncertain tax positions in accordance with guidance in ASC 740, which prescribes the minimum recognition threshold a tax position taken or expected to be taken in a tax return is required to meet before being recognized in the condensed consolidated financial statements. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. We have no liabilities for uncertain tax positions as of March 31, ~~2022.~~2023.

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

Capitalized Interest

Beginning January 1, 2023, the Company began capitalizing interest from external borrowings on significant expenditures for the fabrication of its natural gas compressor equipment until such projects are ready for their intended use. Capitalized interest is added to the cost of the underlying asset and is amortized over the useful lives of the assets in the same manner as the underlying assets. For the three months ended March 31, 2023, the Company capitalized interest aggregating approximately $855,000.

Recently Issued Accounting Pronouncements

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~~have adopted ASU 2016-13 on January 1, 2023. The adoption did not result in any material change to our ~~consolidated~~ financial ~~statements and note disclosures.~~statements.

3. Inventory

Our inventory, net of allowance for obsolescence of ~~$37,000~~$40,000 at March 31, ~~2022~~2023 and ~~$64,000~~$120,000 at December 31, ~~2021,~~2022, consisted of the following amounts:

March 31, 2022 December 31, 2021
(in thousands)
Raw materials - current $ 16,213 $ 17,528
Work-in-process 1,118 1,801
Inventory - current 17,331 19,329
Raw materials - long term (net of allowances of $37 and $64, respectively) 1,495 1,582
Inventory - total $ 18,826 $ 20,911


	March 31, 2023		December 31, 2022
	(in thousands)
Raw materials - current	$	24,281	$	21,354
Work-in-process	796		2,060
Inventory - current	25,077		23,414
Raw materials - long term (net of allowances of $40 and $120, respectively)	1,588		1,557
Inventory - total	$	26,665	$	24,971

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.

Inventory Allowance

We routinely review our inventory allowance balance to account for slow moving or obsolete inventory costs that may not be recoverable in the future.

A summary of our inventory allowance is as follows:


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in thousands)					(in thousands)
Beginning balance	Beginning balance	$	64	$	221	Beginning balance	$	120	$	64
Accruals	Accruals	—		208		Accruals	—		83
Write-offs	Write-offs	(27)		(365)		Write-offs	(80)		(27)
Ending balance	Ending balance	$	37	$	64	Ending balance	$	40	$	120

4. Federal Income Tax Receivable

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in response to the economic impact caused by the COVID-19 pandemic. The CARES Act allowed 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 has filed amended returns to carryback these losses for five years. Accordingly, during 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. During the third quarter of 2020, the Company received refunds totaling $3.9 million related to its 2018 NOLs, which reduced its federal income tax receivable to $11.5 million on its condensed consolidated balance sheet as of March 31, 2023 and December 31, 2022.

5. Rental Equipment

Our rental equipment and associated accumulated depreciation as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, consisted of the following:


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in thousands)					(in thousands)
Compressor units	Compressor units	$	380,797	$	374,336	Compressor units	$	404,175	$	387,145
Work-in-process	Work-in-process	6,828		5,212		Work-in-process	65,566		37,034
Rental equipment	Rental equipment	387,625		379,548		Rental equipment	469,741		424,179
Accumulated depreciation	Accumulated depreciation	(178,038)		(172,563)		Accumulated depreciation	(182,560)		(177,729)
Rental equipment, net of accumulated depreciation	Rental equipment, net of accumulated depreciation	$	209,587	$	206,985	Rental equipment, net of accumulated depreciation	$	287,181	$	246,450

We evaluated our rental equipment for potential impairment as of March 31, ~~2022,~~2023, and determined that no such impairment existed as of that date.

6. ~~Credit Facility~~Long-term Debt

~~Previous~~ Our long-term debt consists of the following:


	March 31, 2023		December 31, 2022
	(in thousands)


Total long-term debt	$	61,011	$	25,000

Credit Agreement

We had a senior secured revolving credit agreement the ("Previous Credit Agreement") with JP Morgan Chase Bank, N.A (the "Lender") that matured on March 31, 2021. Prior to maturation, the outstanding balance of $417,000 was repaid. The Previous Credit Agreement had an aggregate commitment of $30 million, subject to collateral availability.

~~New Credit Agreement~~

On May 11, 2021, we entered into a five year senior secured revolving credit agreement ("~~New~~ Credit Agreement") with Texas Capital Bank, National Association (the "Lender") with an initial commitment of $20 million and an accordion feature that would increase the maximum commitment to $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 $30 million on the aggregate commitment; provided, however, the aggregate commitment amount is not permitted to exceed $50 million. The maturity date of the ~~New~~ Credit Agreement is May 11, 2026. The obligations under the ~~New~~Credit Agreement are secured by a first priority lien on a variety of our assets, including inventory and accounts receivable as well as a variable number of our leased compressor equipment. As of December 31, 2022, we were in compliance with all financial covenants in our Credit Agreement. At December 31, 2022, we had $25 million outstanding under the Credit Agreement with a weighted average interest rate of 7.32%.

Amended and Restated Credit Agreement

On February 28, 2023, we entered into a five-year senior secured revolving credit agreement (“Amended and Restated Credit Agreement”) with Texas Capital Bank, as administrative agent (the “Lender”), TCBI Securities, Inc., as joint lead arranger and sole book runner and Bank of America, N.A., as joint lead arranger, with an initial commitment of $175 million as of the closing date. Subject to collateral availability, we also have a right to request from the Lender, on an uncommitted basis, an increase of up to $125 million on the aggregate commitment; provided, however, the aggregate commitment amount is not permitted to exceed $300 million. The maturity date of the Amended and Restated Credit Agreement is February 28, 2028. The obligations under the Amended and Restated Credit Agreement are secured by a first priority lien on a variety of our assets, including inventory and accounts receivable as well as a variable number of our leased compressor equipment.

Borrowing ~~Base.~~Base. At any time before the maturity of the ~~New~~Amended and Restated 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) ~~90%~~85% of eligible accounts receivable owed to the Company, ~~by investment grade debtors,~~ plus (b) ~~85% of the eligible accounts receivable owing by non-investment grade debtors,~~ ~~plus~~ ~~(c)~~ 50% of the eligible inventory, valued at the lower of cost or market value at such time, subject to a cap of ~~this~~the component not to exceed ~~$2.0~~$2.5 million, plus ~~(d)~~ (c) the lesser of (i) 95% of the net book value of the compressors that the Lender has determined are eligible

for the extension of credit, valued at the lower of cost or market value with depreciation not to exceed 25 years, at such time and (ii) 80% of the net liquidation value percentage of the net book value of the eligible compressors that the Lender has determined are eligible for the extension of credit, valued at the lower of cost or market value with depreciation not to exceed 25 years, at such time, plus ~~(e)~~ (d) 80% of the net book value, valued at the lower cost (excluding any costs for capitalized interest or other non-cash capitalized costs) or market of the eligible new compressor fleet, minus ~~(f)~~ (e) any required availability reserves determined by the Lender in its sole discretion. The Lender may adjust the borrowing base components if the material deviations in the collateral are discovered in the future audits of the collateral. ~~As of~~At March 31, ~~2022,~~2023, our ~~allowable~~ borrowing base was ~~$20.0~~approximately $138 million.

Interest and ~~Fees.~~Fees. Under the terms of the ~~New~~Amended and Restated Credit Agreement, we have the option of selecting the applicable variable rate for each revolving loan, or portion thereof, of either (a) the Base Rate (as defined below) plus the Applicable Margin, or (b) in the case of a ~~Eurodollar Rate~~Term SOFR ("Secured Overnight Financing Rate") Loan, the Adjusted ~~Eurodollar Rate~~Term SOFR rate plus the Applicable Margin. "Base Rate" means, for any day, a rate of interest per annum equal to the highest of (a) the prime rate for such a day; (b) the sum of the federal funds rate for such day plus 0.50%; and (c) the Adjusted ~~Eurodollar Rate~~Term SOFR for such day plus 1.00%. The Applicable Margin is determined based upon the leverage ratio as set forth in the most recent compliance certificate received by the Lender for each fiscal quarter from time to time pursuant to the ~~New~~Amended and Restated Credit Agreement. Depending on the leverage ratio, the Applicable Margin can be ~~0.25%~~2.00% to ~~0.75%~~2.75% for Base Rate Loans (as defined in ~~the New~~Amended and Restated Credit Agreement) and ~~1.25%~~3.00% to ~~1.75%~~3.75% for ~~Eurodollar Rate~~Term SOFR Loans and for requested letters of credit. In addition, we are required to pay a monthly commitment fee on the daily average unused amount of the commitment while the ~~New~~Amended and Restated Credit Agreement is in effect at an annual rate equal to ~~0.25%~~0.50% of the unused commitment amount. Accrued interest is payable monthly on outstanding principal amounts and unused commitment fee, provided that accrued interest on ~~Eurodollar Rate~~Term SOFR Loans is payable at the end of each interest period, but in no event less frequently than quarterly.

~~Covenants.~~Covenants. The ~~New~~Amended and Restated Credit Agreement contains customary representations and warranties, as well as covenants which, among other things, condition or 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~~are subject to certain financial covenants ~~that are applicable~~ during certain trigger periods ~~specified~~ in the

Amended and Restated Credit Agreement ~~and~~that require us ~~during such trigger periods~~ to maintain (i) a leverage ratio, ~~less~~as defined, lesser than or equal to ~~3.00~~3.50 to 1.00 as of the last day of each fiscal quarter thereafter and (ii) a fixed charge coverage ratio greater than or equal to ~~1.00~~1.25 to 1.00 as of the last day of each fiscal quarter.

Events of Default and ~~Acceleration.~~Acceleration. The ~~New~~Amended and Restated 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 Amended and Restated Credit Agreement and the other transaction 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 $1.0 million; certain bankruptcy or insolvency events; the rendering of certain judgments in excess of $1.0 million; certain ERISA events; certain change in control events and the defectiveness of any liens under the secured revolving credit agreement. Obligations outstanding under the Amended and Restated Credit Agreement may be accelerated upon the occurrence of an event of default.

As of March 31, ~~2022,~~2023, we were in compliance with all financial covenants in our ~~New~~2023 Amended and Restated Credit Agreement. At March 31, ~~2022,~~2023, we had ~~no amounts~~$61 million outstanding under our Amended and Restated Credit Agreement with a weighted average interest rate of 8.55%. At March 31, 2023, we had approximately $77 million available for borrowing under the ~~New~~Amended and Restated Credit ~~Agreement.~~Agreement, subject to borrowing base determination.

7. Stock-Based and Other Long-Term Incentive Compensation

Stock Options

A summary of all option activity as of December 31, ~~2021,~~2022, and changes during the three months ended March 31, ~~2022~~2023 is presented ~~below.~~below:

Number
of
Stock Options
Weighted Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life (years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding, December 31, 2021 200,834 $ 21.17 4.83 $ —
Granted — — — —
Cancelled / Forfeited (2,500) 10.58 — 5
Expired (8,500) 14.89 — —
Outstanding, March 31, 2022 189,834 $ 21.59 4.73 $ 70
Exercisable, March 31, 2022 136,834 $ 25.85 2.79 $ —


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2022	201,584	$	19.32	3.90	$	—


Cancelled / Forfeited	(2,667)	$	10.58	—	$	3
Expired	(13,000)	$	18.75	—	$	—
Outstanding, March 31, 2023	185,917	$	19.49	3.84	$	—
Exercisable, March 31, 2023	147,084	$	21.72	2.51	$	—

The following table summarizes information about our stock options outstanding at March 31, ~~2022:~~2023:


Range of Exercise Prices	Range of Exercise Prices	Options Outstanding				Options Exercisable			Range of Exercise Prices	Options Outstanding				Options Exercisable
		Shares	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price			Shares	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
$0.01-18.00	$0.01-18.00	53,000	9.75	$	10.58	—	$	10.58	$0.01-18.00	103,333	5.24	$	13.37	64,500	$	14.78
$18.01-22.00		20,500	0.97	18.75		20,500	18.75

$22.01-26.00	$22.01-26.00	42,167	3.04	22.90		42,167	22.90		$22.01-26.00	29,667	2.04	$	22.90	29,667	$	22.90
$26.01-30.00	$26.01-30.00	30,000	4.88	28.15		30,000	28.15		$26.01-30.00	20,750	3.89	$	28.15	20,750	$	28.15
$30.01-34.00	$30.01-34.00	44,167	1.97	30.41		44,167	30.41		$30.01-34.00	32,167	0.97	$	30.41	32,167	$	30.41
		189,834	4.73	$	21.59	136,834	$	25.85		185,917	3.84	$	19.49	147,084	$	21.72

The summary of the status of our unvested stock options as of December 31, ~~2021~~2022 and changes during the three months ended March 31, ~~2022~~2023 is presented below:


Unvested Stock Options:	Unvested Stock Options:	Shares	Weighted Average Grant Date Fair Value Per Share		Unvested Stock Options:	Shares	Weighted Average Grant Date Fair Value Per Share
Unvested at December 31, 2021		55,500	$	5.15
Unvested at December 31, 2022					Unvested at December 31, 2022	41,500	$	5.48

Cancelled/Forfeited	Cancelled/Forfeited	(2,500)	5.15		Cancelled/Forfeited	(2,667)	$	5.15
Unvested at March 31, 2022		53,000	$	5.15
Unvested at March 31, 2023					Unvested at March 31, 2023	38,833	$	5.50

As of March 31, ~~2022,~~2023, there was ~~$218,643~~$157 thousand of unrecognized compensation cost related to unvested options. For the three months ended March 31, ~~2022~~2023, there was ~~$21,222~~$22 thousand of compensation expense for stock options. For the three months ended March 31, ~~2021,~~2022, there was no$21 thousand of compensation expense for stock options.

Restricted Shares/Units

On March 18, 2021, the Compensation Committee awarded 129,212 shares of restricted common stock to 2 executive officers that vest ratably over three years, beginning on March 18, 2022. On June 17, 2021, the Compensation Committee awarded 5,000 shares of restricted stock to an executive officer that vests ratably over three years beginning on June 17, 2022. In addition, on March 18, 2021, 5,612April 26, 2022, 4,212 shares of restricted common stock were awarded to each of our 3three independent Board members. ~~Lastly, on April 1, 2021, 5,291 shares of restricted common stock were awarded to a newly appointed Board member.~~ The restricted stock issued to ~~our~~these directors ~~vests~~vest in one year from the date of grant. ~~There were no grants~~On August 15, 2022, the Compensation Committee awarded 32,040 shares of restricted common stock asto two executive officers that vest ratably over three years, beginning on April 25, 2023. In addition, on August 15, 2022, the Compensation Committee awarded 60,839 shares of restricted stock to Mr. Stephen Taylor, our Interim Chief Executive Officer, that will vest in full on June 30, 2023. On April 25, 2023, the Compensation Committee awarded 27,840 shares of restricted stock to our Chief Technical Officer that vest ratably over three ~~months ended March 31, 2022.~~years, beginning on April 25, 2024. Pursuant to the Retirement Agreement dated May 17, 2022, between the Company and Stephen C. Taylor, our Interim Chief Executive Officer, on April 25, 2023, the Compensation Committee awarded 58,790 fully vested shares of common stock to Mr. Stephen Taylor, our Interim Chief Executive Officer that vest immediately.

Total compensation expense related to these and previously granted restricted stock awards was ~~$0.4~~$0.5 million and ~~$0.5~~$0.4 million for the three months ended March 31, 2023, and 2022, ~~and 2021,~~ respectively. ~~As of March 31, 2022, there was a total of $1.0 million of unrecognized compensation expense related to these shares/units which is expected to be recognized over the next 1.8 years.~~

A summary of all restricted stock/units outstanding as of December 31, ~~2021~~2022 and activity during the three months ended March 31, ~~2022~~2023 is presented below:


		Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)			Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2021		276,319	$	9.67	1.77	$	2,893
Outstanding, December 31, 2022								Outstanding, December 31, 2022	250,847	$	9.14	1.42	$	2,681
Granted	Granted	—	—			—		Granted	8,944	$	10.81		$	100
Vested	Vested	(110,465)	12.75			1,267		Vested	(48,583)	$	10.04		$	467
Canceled/Forfeited	Canceled/Forfeited	—	—			—		Canceled/Forfeited	(14,357)	$	—		$	158
Outstanding, March 31, 2022		165,854	$	7.62	1.56	$	1,975
Outstanding, March 31, 2023								Outstanding, March 31, 2023	196,851	$	8.40	1.20	$	1,587

Other Long-Term Incentive Compensation

On ~~March 18, 2021, the Compensation Committee issued a long-term incentive award of $1.0 million~~April 26, 2022, subject to ~~an executive officer that vests in equal, annual tranches over 3 years beginning on the anniversary of the grant date. In addition, on March 18, 2021,~~vesting we ~~issued~~granted a $50,000 cash award to 3each of our three independent ~~members of our~~ Board of Directors as partial payment for their services in 2021. On April 1, 2021, we issued a $50,000 award to a newly appointed independent member of our Board of Directors as partial payment for his services in 2021.members. These awards ~~vest one year from the date of grant~~vested on April 26, 2023 and ~~are payable in cash upon vesting.~~have been paid. There were no long-term incentive awards issued to executives ~~of directors~~ during the three months ended March 31, ~~2022.~~2023. The Company accounts for these other long-term incentive awards as liabilities under accrued liabilities on our condensed consolidated balance sheet. ~~The~~In general the vesting of ~~these awards~~long term awards is subject to acceleration upon certain events, such as (i) death or disability of the recipient, (ii) certain circumstances in connection with a change of control of the Company, (iii) for executive officers, termination without cause (as defined in the agreement), and (iv) for executive officers, resignation for good reason (as defined). Total compensation expense related to these and other long-term incentive awards was approximately ~~$219,575~~$300,000 and ~~$166,000~~$700,000 for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. As of March 31, ~~2022,~~2023, there was a total of ~~$1.0 million~~$200,000 of unrecognized compensation expense related to these other long-term incentive awards which is expected to be recognized over the next ~~1.7 years.~~3 months.

8. ~~(Loss)~~ Earnings per Share

The following table reconciles the numerators and denominators of the basic and diluted earnings ~~(loss)~~ per share computation:


		Three months ended					Three months ended
		March 31,					March 31,
		2022		2021					2023		2022
		(in thousands, except per share data)				(in thousands, except per share data)
Numerator:	Numerator:							Numerator:
Net income (loss)		$	337	$	(394)
Denominator for earnings (loss) per basic common share:
Net income								Net income	$	370	$	337
Denominator for earnings per basic common share:								Denominator for earnings per basic common share:
Weighted average common shares outstanding	Weighted average common shares outstanding	12,537		13,263				Weighted average common shares outstanding	12,213		12,537
Denominator for earnings (loss) per diluted common 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	12,537		13,263				Weighted average common shares outstanding	12,213		12,537
Dilutive effect of stock options and restricted stock/units	Dilutive effect of stock options and restricted stock/units	161		—				Dilutive effect of stock options and restricted stock/units	141		161
Diluted weighted average shares	Diluted weighted average shares	12,698		13,263				Diluted weighted average shares	12,354		12,698
Earnings (loss) per common share:
Earnings per common share:								Earnings per common share:
Basic	Basic	$	0.03	$	(0.03)			Basic	$	0.03	$	0.03
Diluted	Diluted	$	0.03	$	(0.03)			Diluted	$	0.03	$	0.03

~~For the three months ended March 31, 2022, 4,852 restricted stock/units and 189,834 stock options were not included in the computation of diluted loss per share due to their antidilutive effect.~~

~~For the three months ended March 31, 2021, 315,359 restricted stock/units and 145,334 stock options were not included in the computation of diluted earnings per share due to their antidilutive effect.~~

9. 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. The Company believes it maintains adequate insurance coverage against any potential litigation loss.

10. Subsequent Events

~~None.~~In accordance with ASC 855 - Subsequent Events - the Company has evaluated all events subsequent to the balance sheet date as of March 31, 2023 through the date of this report and believes nothing is required thereunder.

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, ~~2021~~2022 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, ~~2021,~~2022, 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 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 our rented compressors. As of March 31, ~~2022,~~2023, we had 1,245 natural gas compressors totaling 335,314 horsepower rented to 74 customers compared to 1,276 natural gas compressors totaling 306,834 horsepower rented to 79 customers ~~compared to 1,265 natural gas compressors totaling 287,914 horsepower rented to 80 customers~~ at March 31, ~~2021.~~2022.

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 compressor packages are acquired through periodic purchase orders placed with third-party suppliers on an “as needed” basis, which presently require lead times between three to six 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. Recent inflationary pressures have created price increases in both major and minor components for our compressors as well as longer than normal lead times for such components. To date, we have been able to increase our rental rates and sales prices proportionally; however, if cost increases continue and we are no longer able to increase our rental rates and sales prices such an event could have a material adverse effect on the results of our operations and financial condition.

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. 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 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, 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, increased capital expenditures ultimately result in greater revenues and profits for 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 crude oil and condensate production and consumption levels and prices affecting our business more than changes in domestic natural gas production and consumption levels and prices. In recent years we have increased our rentals and sales in unconventional oil shale plays, which are more dependent on crude oil prices. With this shift towards 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 unconventional production. These 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 in recent 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 ~~1,500~~2,500 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. In addition, recent heightened focus on the emissions profile of our customers has created a shift in demand from natural gas powered compression to electric motor compression in areas where the electric infrastructure can accommodate the energy demands of these units.

Industry Update

We typically experience a decline in demand during periods of low crude oil and natural gas prices. During the first quarter of 2020, we saw a substantial decline in the prices for oil and natural gas. Commodity prices stabilized during 2021 with a sharp increase ~~through the first three months of 2022.~~in 2023. Historically, activity levels of exploration and production companies have been dependent on commodity prices. However, recent capital market focus on cash returns from exploration and production companies has restricted capital spending below levels that have historically been observed during higher commodity price environments. Generally, though, we feel that production activities (in which we are involved) will fare better than drilling activity. This is reflected in both the stability of our rental revenues, which is driven by production activities, and the volatility of our compressor sales, which tends to fluctuate with capital allocations. As such, we still expect compressor sales to be low for the remainder of ~~2022,~~2023, as exploration and production companies have elected to rent compression units rather than allocating capital dollars to purchase new compression.

Results of Operations

Three months ended March 31, ~~2022,~~2023, compared to the three months ended March 31, ~~2021.~~2022.

The table below shows our revenues and percentage of total revenues of each of our product lines for the three months ended March 31, ~~2022~~2023 and ~~2021.~~2022.

Three months ended March 31,
2022 2021
(in thousands)
Rental $ 17,129 84.2 % $ 15,341 83.4 %
Sales 2,893 14.2 % 2,711 14.7 %
Service and Maintenance 314 1.5 % 345 1.9 %
Total $ 20,336 $ 18,397

Total revenue increased 10.5% to $20.3 million for the three months ended March 31, 2022 compared to $18.4 million for the three months ended March 31, 2021. This increase was primarily a result of higher rental revenue (11.7% increase) during 2022 as well as higher sales revenue (7% increase).


	Three months ended March 31,
	2023				2022
	(in thousands)
Rental	$	22,723	85.4	%		$	17,129	84.2	%
Sales	2,992		11.2	%		2,893		14.2	%
Service and Maintenance	905		3.4	%		314		1.5	%
Total	$	26,620				$	20,336

~~Rental~~

Total revenue increased 30.9% to ~~$17.1~~$26.6 million for the three months ended March 31, ~~2022~~2023 compared to ~~$15.3~~$20.3 million for the three months ended March 31, 2022. This increase was primarily a result of higher rental revenue (32.7% increase) during 2023.

Rental revenue increased to $22.7 million for the three months ended March 31, 2023 compared to $17.1 million for the same period in ~~2021.~~2022. This increase during the first quarter of ~~2022~~2023 was attributable to (i) an increase in high horsepower compression rentals as these units carry a higher rental revenue rate than our lower horsepower ~~units.~~units and (ii) rental rate increases across a portion of our fleet intended to offset inflationary pressures related to the costs of our rental fleet.

As of March 31, ~~2022,~~2023, we had ~~2,033~~1,875 compressor packages in our fleet, down from ~~2,238~~2,033 units at March 31, ~~2021~~2022 due to the retirement of units during the fourth quarter of ~~2021.~~2022 and the disposition of a small number of compressors from the fleet during this year. The Company's total unit horsepower ~~decreased~~increased slightly to 433,013 horsepower at March 31, 2023 compared to 421,422 horsepower at March 31, 2022, ~~compared to 441,911 horsepower at March 31, 2021,~~ due to the aforementioned unit retirements ~~in the fourth quarter of 2021~~and dispositions partially offset by the addition to the Company's fleet of 2742 high horsepower compressors ~~with 10,900 horsepower~~ over the past 12 months. As of March 31, ~~2022,~~2023, we had 1,245 natural gas compressors with a total of 335,314 horsepower rented to 74 customers, compared to 1,276 natural gas compressors with a total of 306,834 horsepower rented to 79 customers ~~compared to 1,265 natural gas compressors with a total of 287,914 horsepower rented to 80 customers~~ as of March 31, ~~2021.~~2022. As a result, our total rented horsepower as of March 31, ~~2022~~2023 increased by ~~6.6%~~9.3% over the last twelve months. Our rental fleet had unit utilization as of March 31, ~~2022,~~2023, and ~~2021,~~2022, respectively, of ~~62.8%~~66.4% and ~~56.5%~~62.8%, and our horsepower utilization for the same ~~period ends~~dates increased to ~~72.8%~~77.4% from ~~65.2%~~72.8%. Our total rented horsepower increased by ~~6.6%~~9.3% contrasted against a ~~0.9% increase~~2.4% decrease in total rented units. This illustrates the growing demand for our high horsepower units while the demand for our smaller and medium horsepower units has not recovered in line with recent commodity price increases.

Sales revenue increased 3.5% to ~~$2.9~~$3.0 million for the three months ended March 31, ~~2022~~2023 compared to ~~$2.7~~ $2.9 million for the three months ended March 31, ~~2021.~~2022. This increase is ~~mostly~~primarily attributable to increased ~~compressor~~parts sales during the first quarter of ~~2022~~2023 compared to the same period in ~~2021.~~2022. Sales are subject to fluctuations in timing of industry activity related to our customers' capital projects and, as such, can vary substantially between periods.

Cost of rentals increased to $11.6 million during the three months ended March 31, 2023 compared to $9.2 million during the three months ended March 31, ~~2022 compared to $7.2 million during the three months ended March 31, 2021.~~2022. While rental revenues increased ~~11.7%~~32.7%, this ~~29.0%~~26.2% increase in costs of rentals is primarily due to inflationary pressures on labor and parts as well ~~as a significant increase in repair and maintenance work on our rental fleet.~~higher make ready charges accrued at quarter end. While repair and maintenance expenses are customary in our business, the timing of such expenses can fluctuate between periods resulting in periods with larger than normal expenses.

Cost of sales ~~decreased 24.0%~~increased 62.8% to $3.2 million during the three months ended March 31, 2023 compared to $2.0 million during the three months ended March 31, ~~2022 compared to $2.6 million during the three months ended March 31, 2021.~~2022. This ~~decrease~~increase was primarily due to ~~a reduction~~an increase in ~~unabsorbed costs during~~ the ~~period.~~volume of parts sales at margins below our historical realizations.

Selling, general, and administrative ("SG&A") expenses ~~decreased 5.5%~~increased 82.3% to ~~$2.5~~$4.6 million for the three months ended March 31, ~~2022~~2023 compared ~~$2.6~~$2.5 million during the same period in ~~2021.~~2022. This ~~decrease~~increase in SG&A expenses was primarily attributable to ~~a decrease~~(i) $1.0 million of severance expenses related to the retirement agreement between NGS and Stephen C. Taylor, our prior and current interim Chief Executive Officer, (ii) $200,000 increase in stock option compensation ~~expense and~~expenses, (iii) a ~~decrease~~$300,000 increase in ~~non-cash charges related to our deferred compensation program.~~executive recruiting charges.

Depreciation and amortization expense ~~decreased~~increased to $6.2 million for the three months ended March 31, 2023 compared to $6.1 million for the three months ended March 31, ~~2022 compared to $6.3 million for the three months ended March 31, 2021. This was the result of a reduction in our rental fleet due to unit retirements in the fourth quarter of 2021.~~2022.

We recorded an income tax expense of approximately $150,000 for the three months ended March 31, 2023 compared to an income tax benefit of ~~approximately~~ $11,000 for the three months ended March 31, ~~2022 compared to an income tax expense of $(125,000) for the three months ended March 31, 2021.~~2022. For interim periods, our income tax benefit (expense) is computed based upon our estimated annual effective tax rate and any discrete items that impact the interim periods. Our estimated annual effective tax rate differs from the U.S. federal statutory rate of 21%. primarily as a result of expenses not deductible for income tax purposes.

Non-GAAP Financial Measures

Our definition and use of Adjusted EBITDA

“Adjusted EBITDA” is a non-GAAP financial measure that we define as earnings (net (loss) income) before interest, taxes, depreciation and amortization, as well as non-cash stock compensation, severance expenses, impairment of goodwill, an increase in inventory allowance and inventory write-offs, and retirement of rental equipment. This term, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, management believes Adjusted EBITDA is useful to an investor in evaluating our operating performance because:

•it is widely used by investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of Adjusted EBITDA, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

•it helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure and asset base from our operating structure; and

•it is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, and as a basis for strategic planning and forecasting.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under generally accepted accounting principles. Some of these limitations are:

•Adjusted EBITDA does not reflect our cash expenditures, future requirements for capital expenditures, or contractual commitments;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not reflect the cash requirements necessary to service interest or principal payments on our debts; and

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any capital expenditures for such replacements.

There are other material limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the impact of certain recurring items that materially affect our net income or loss, and the lack of comparability of results of operations of different companies. Please read the table below under “Reconciliation” to see how Adjusted EBITDA reconciles to our net (loss) income, for the three months ended March 31, 2023 and 2022, the most directly comparable GAAP financial measure.

Reconciliation

The following table reconciles our net ~~(loss)~~ income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:
Three months ended March 31,
2022 2021
(in thousands)
Net income (loss) $ 337 $ (394)
Interest expense 24 1
Income tax expense (benefit) (11) 125
Depreciation and amortization 6,061 6,297
Non-cash stock compensation expense 423 474
Adjusted EBITDA $ 6,834 $ 6,503


	Three months ended March 31,
	2023		2022
	(in thousands)
Net income	$	370	$	337
Interest expense	—		24
Income tax expense (benefit)	150		(11)
Depreciation and amortization	6,165		6,061
Non-cash stock compensation expense	487		423
Severance expenses	612		—



Adjusted EBITDA	$	7,784	$	6,834

For the three months ended March 31, ~~2022,~~2023, Adjusted EBITDA increased ~~$0.3~~$1.0 million ~~(5.1%~~(13.9%) due primarily to a ~~$1.9~~$6.3 million increase in total revenues ~~and a $0.6 million reduction in costs of sales~~ partially offset by a ~~$2.1~~$2.4 million increase in costs of rentals.

Liquidity and Capital Resources

Our working capital positions as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022 are set forth below:


		March 31,		December 31,			March 31,		December 31,
		2022		2021			2023		2022
		(in thousands)					(in thousands)
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	16,426	$	22,942	Cash and cash equivalents	$	7,412	$	3,372
Trade accounts receivable, net	Trade accounts receivable, net	12,882		10,389		Trade accounts receivable, net	14,971		14,668
Inventory	Inventory	17,331		19,329		Inventory	25,077		23,414
Federal income tax receivable	Federal income tax receivable	11,538		11,538		Federal income tax receivable	11,538		11,538
Prepaid income taxes	Prepaid income taxes	54		51		Prepaid income taxes	10		10
Prepaid expenses and other	Prepaid expenses and other	613		854		Prepaid expenses and other	648		1,145
Total current assets	Total current assets	58,844		65,103		Total current assets	59,656		54,147
Current Liabilities:	Current Liabilities:					Current Liabilities:
Accounts payable	Accounts payable	5,604		4,795		Accounts payable	24,835		6,481
Accrued liabilities	Accrued liabilities	12,945		14,103		Accrued liabilities	16,946		23,726
Line of credit		—		—

Current operating leases	Current operating leases	120		68		Current operating leases	123		155
Deferred income	Deferred income	—		1,312		Deferred income	114		37
Total current liabilities	Total current liabilities	18,669		20,278		Total current liabilities	42,018		30,399
Total working capital	Total working capital	$	40,175	$	44,825	Total working capital	$	17,638	$	23,748

For the three months ended March 31, ~~2022,~~2023, we invested ~~$8.2~~$47.8 million in rental and property and other ~~equipment. During the three months ended March 31, 2022, we added $8.1~~equipment by adding $47.0 million in new equipment to our rental fleet and ~~$0.1~~$0.8 million ~~mostly~~primarily in vehicles as well as various other machinery and equipment. Our investment in rental equipment, property and other equipment also includes any changes to work-in-process related to our rental fleet jobs at the beginning of the period compared to the end of the period. Our rental work-in-process increased by ~~$1.6~~$28.6 million during the three months ended March 31, ~~2022.~~2023. We financed our investment in rental equipment, property and other equipment with cash flow from operations, and ~~cash on hand.~~borrowings under our Amended and Restated Credit Facility. We anticipate that our cash flows from operations as well as our borrowing capacity under our ~~New~~Amended and Restated Credit Agreement will provide ~~ample~~adequate liquidity for our planned capital expenditures during the remainder of ~~2022~~2023. For any new capital expenditures in 2023 and ~~beyond.~~beyond that exceeds our cash flow from operations and our

borrowing base under our Amended and Restated Credit Agreement, we anticipate that we would need to negotiate an expansion of our borrowing capacity under our Amended and Restated Credit Agreement or raise money in the capital markets through equity. While we control the timing and extent of our capital expenditures, there is no assurance that any such borrowing expansion would be granted. At March 31, 2023 we had approximately $77 million available for borrowing under the Amended and Restated Credit Agreement, subject to borrowing base determination.

Cash flows

At March 31, ~~2022,~~2023, we had cash and cash equivalents of ~~$16.4~~$7.4 million compared to ~~$22.9~~$3.4 million at December 31, ~~2021.~~2022. Our cash flows from operating activities of ~~$5.0~~$18.2 million were offset by capital expenditures of ~~$8.2~~$47.8 million during the three months ended March 31, ~~2022.~~2023. We had working capital of ~~$40.2~~$17.6 million at March 31, ~~2022~~2023 compared to ~~$44.8~~$23.7 million at December 31, ~~2021.~~2022. We generated cash flows from operating activities of ~~$5.0~~$18.2 million during the first three months of ~~2022~~2023 compared to cash flows provided by operating activities of ~~$7.4~~$5.0 million for the first three months of ~~2021. The decline in cash flows from operating activities was primarily driven by higher costs of rentals during the first three months of~~ 2022. ~~These increases were partially offset by slightly higher sales margins.~~

Strategy

For the remainder of ~~2022,~~2023, our overall plan is to continue monitoring 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~~utilizing bank borrowing in line with market conditions. For the remainder of ~~2022,~~2023, our forecasted capital expenditures are not anticipated to exceed our internally generated cash flows, ~~and our~~ cash on ~~hand. Any~~hand and borrowing availability under our Amended and Restated Credit Agreement. The majority of required capital will be for contracted, premium-priced additions to our compressor rental fleet and/or required service vehicles. We believe market conditions indicate significant demand growth for large horsepower compression in 2023 and beyond. While we believe that cash flows from operations, ~~and~~ our current cash position and borrowing capacity under our Amended and Restated Credit Agreement will be sufficient to satisfy a portion of our capital activity, we may need to negotiate an expansion of our borrowing capacity under our Amended and ~~liquidity~~Restated Credit Agreement to meet the capital expenditure requirements ~~for the foreseeable future.~~ needed to meet anticipated additional demand.

~~Bank Borrowings~~

We have a senior secured revolving credit agreement the ("Credit Agreement") with Texas Capital Bank, National Association (the "Lender") with an initial commitment of $20 million, and an accordion feature that would increase the maximum commitment to $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 $30 million on the aggregate commitment; provided however, the aggregate commitment amount is not permitted to exceed $50 million. The maturity date of the Credit Agreement is May 11, 2026. As of March 31, 2022, we did not have any borrowings outstanding under the Credit Agreement.

Critical Accounting Policies and Practices

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States. Actual results could differ significantly from those estimates under different assumptions and conditions. Management has determined that our critical accounting policies are those that relate to revenue recognition, estimating the allowance for doubtful accounts, accounting for income taxes, accounting for long-lived assets and accounting for inventory.

There have been no changes in the critical accounting policies disclosed in the Company's Form 10-K for the year ended December 31, ~~2021.~~2022.

Recently Issued Accounting Pronouncements

Please read Note 2, Summary of Significant Accounting 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 March 31, ~~2022,~~2023, the off-balance sheet arrangements and transactions that we have entered into include purchase agreements. We do not believe that these arrangements are reasonably likely to materially affect our liquidity or availability of 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, ~~2021~~2022 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, ~~2021.~~2022.

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~~Our management, including ~~our President and~~the Interim Chief Executive Officer and our ~~Vice President and~~Interim Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of the ~~design~~Company’s internal control over financial reporting as of March 31, 2023, based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the results of this evaluation, the Company’s management concluded that internal control over financial reporting was not effective as of March 31, 2023, due to the material weakness listed below.

A material weakness is a deficiency, or a combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of our ~~“disclosure controls and procedures” (as such term is defined~~annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified a material weakness in ~~Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended or, the “Exchange Act”)~~its internal control over financial reporting at December 31, 2022, over our inventory process which still exists as of ~~December~~March 31, ~~2021, pursuant~~2023. Specifically, we have identified issues related to: (i) the classification of inventory work in progress; (ii) year-end physical inventory count procedures, and (iii) the process to ~~Exchange Act Rule 13a-15.~~ review and approve inventory adjusting journal entries.

After giving full consideration to this material weakness, and the additional analyses and other procedures that we performed to ensure that our condensed consolidated financial statements included herein were prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”), our management has concluded that our condensed consolidated financial statements present fairly, in all material respects our financial position, results of operations and cash flows for the periods disclosed in conformity with US GAAP.

Remediation Plan for Material Weakness

In response to the material weakness, management, with oversight of the Audit Committee of the Board of Directors, has begun the process of, and is committed to, designing and ~~evaluating~~implementing effective measures to strengthen our ~~disclosure~~internal controls over financial reporting and remediate the material weakness.

Our planned internal control remediation efforts, which are underway, include:

•We intend to update and implement accounting policies and procedures ~~we recognize that~~related to work in process inventory. These will include modifying our financial reporting account consolidation procedures.

•We intend to improve and enforce our formalized inventory count and inventory adjustment processes which includes taking steps to reinforce the inventory taking procedures, proper training and supervision of warehouse staff and strengthening review and approval requirements for 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 Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.inventory adjustments.

19•We have engaged a third-party consultant to conduct a full assessment of our controls and procedures.

•We intend to continue efforts to ensure our employees understand the ongoing importance of internal controls and compliance with corporate policies and procedures.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review 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 flows. We are not currently a party to any material legal ~~proceedings and we are not aware of any threatened litigation.~~proceedings.

Item 1A. Risk Factors

Please refer to and read Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 for a discussion of the risks associated with our Company and industry.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2022, we did not sell any securities which were not registered under the Securities Act of 1933. The following table summarizes our purchases of shares of common stock during this period.

ISSUER PURCHASES OF EQUITY SECURITIES1,2
(a) (b) (c) (d)
For the Three Months Ended March 31, 2022 Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that may yet be Purchased Under Plans or Programs3
(in thousands)
January 1, 2022 to January 31, 2022 49,074 $10.93 49,074 $6,123
February 1, 2022 to February 28, 2022 48,598 $11.51 48,598 $5,564
March 1, 2022 to March 31, 2022 148,816 $12.31 148,816 $3,732

1 ~~The table summarizes repurchases of (and remaining authority to repurchase) shares of our Common Stock.~~

2 The figures in the table reflect transactions according to the settlement dates. For purposes of our unaudited consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to the settlement dates.

3 On September 30, 2021, our Board of Directors authorized the repurchase of up to $10.0 million of our outstanding Common Stock in the open market (pursuant to Rule 10b5-1 plans or otherwise), block trades or privately negotiated transactions. This repurchase program is set to expire on September 30, 2022. The amounts in this column indicate the remaining amounts that may yet be expended to repurchase shares under these authorizations.None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

~~None.~~None

2021

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)~~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 February 10, 2021.

4.1			Description of Securities (Incorporated by reference to the Registrant's Registration Statement on From 8-A, filed with the SEC on October 27, 2008.)

4.2			Form of Senior Indenture (Incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on From S-3 (No. 333-261091) and filed on November 16, ~~2021)~~2021.)

4.3			Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.4 of the Registrant's Registration Statement on Form S-3 (No. 333-261091) and filed on November 16, ~~2021~~2021.)


10.1†			2019 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit ~~4.1~~4.3 of the Registrant’s ~~Current Report~~Registration Statement on Form ~~8-K dated June 20, 2019 and~~S-8 filed with the Securities and Exchange Commission on ~~June 21, 2019.~~July 12, 2022.)

10.2†			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.)



10.3†			~~Amended and restated Employment~~Retirement Agreement dated ~~April 27, 2015~~May 17, 2022 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.~~May 19, 2022.)

10.4†			Severance Agreement and Release Between Natural Gas Services Group, Inc. and John W. Chisholm dated December 21, 2022 (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 December 28, 2022.)

10.5†			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~~Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016.)


~~10.~~10.6 5†			~~Credit~~Letter Agreement ~~dated as of May 11, 2021, among the~~between Natural Gas Services Group, Inc. and ~~NGSG Properties, LLC, a Colorado limited liability company,~~James D. Faircloth dated February 8, 2023 (Incorporated by reference to Exhibit 10.1 of the ~~banks~~Registrant’s Current Report on Form 8-k filed with the Securities and ~~other financial institutions identified therein as Lenders from time to time party thereto and Texas Capital Bank, National Association, as Administrative Agent, Swing Line Lender and L/C Issuer.~~Exchange Commission on February 13, 2023.)

~~10.~~610.7			~~Pledge~~Amended and ~~Security~~Restated Credit Agreement dated ~~as of May 11, 2021,~~February 28, 2023, among Natural Gas Services Group, Inc., the other Loan Parties ~~(as defined therein) and~~thereto, Texas Capital Bank, ~~National Association,~~in its capacity as Administrative ~~Agent.~~Agent and the Lenders party thereto (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 March 6, 2023.)

~~10.~~710.8			~~Note~~Amended and Restated Pledge and Security Agreement dated ~~as of May 11, 2021, by~~February 28, 2023, among Natural Gas Services Group, Inc. ~~in favor of~~, the Grantors thereto, Texas Capital Bank, ~~National Association,~~in its capacity as ~~Lender.~~Administrative Agent, for the Lenders and other Secured Parties (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 March 6, 2023.)

*31.110.9			A Cooperation Agreement, dated April 28, 2023, between Natural Gas Services Group, Inc. and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership, and Mill Road Capital III GP LLC, a Cayman Islands limited liability company, pursuant to which the Company agreed to appoint Justin C. Jacobs and Donald J. Tringali to the Company’s Board of Directors. In connection with the Agreement, on April 28, 2023, Leslie A. Beyer resigned from the Company’s Board of Directors (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 28, 2023).

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

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

32.132.1			Certification of Interim Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.232.2			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.
			† Indicates a management contract or compensatory plan or arrangement

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/ ~~Micah C. Foster~~James D. Faircloth
Stephen C. Taylor						~~Micah C. Foster~~James D. Faircloth
Interim President and Chief Executive Officer						~~Vice President and~~ Interim Chief Financial Officer
(Principal Executive Officer)						(Principal Accounting Officer)

May ~~16, 2022~~15, 2023						May ~~16, 2022~~15, 2023


ISSUER PURCHASES OF EQUITY SECURITIES1,2
	(a)	(b)	(c)	(d)
For the Three Months Ended March 31, 2022	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that may yet be Purchased Under Plans or Programs3
				(in thousands)
January 1, 2022 to January 31, 2022	49,074	$10.93	49,074	$6,123
February 1, 2022 to February 28, 2022	48,598	$11.51	48,598	$5,564
March 1, 2022 to March 31, 2022	148,816	$12.31	148,816	$3,732