What changed in this filing

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Item 1. Business

2025-03-17 compared with 2024-04-01 · 164 added, 149 removed, 150 unchanged (68% of the section changed)

Unless the context otherwise requires, references in this Annual Report on Form 10-K to “Natural Gas Services Group,” the “Company”, "NGS", “we,” “us,” “our” or “ours” refer to Natural Gas Services Group, Inc.

Certain specialized terms used in describing our natural gas compressor business are defined in "Glossary of Industry Terms" on page i.

Smaller Reporting Company

We are a “smaller reporting company” as defined by the SEC.

As such, we are eligible to follow the scaled disclosure requirements in several Regulation S-K and Regulation S-X items.

Our disclosures in this Annual Report reflect many of these scaled requirements.

We are a provider of natural gas compression equipment and services to the energy industry.

We rent, operate and maintain natural gas compressors for oil and natural gas production and plant facilities.

We also design, fabricate and manufacture compressor units both for sale and rental to our customers.

We are headquartered in Midland, Texas, with a fabrication facility located in Tulsa, Oklahoma, a rebuild shop located in Midland, Texas, and service facilities located in major oil and natural gas producing basins in the U.S.

Our primary business and source of gross profit is the rental of natural gas compressor units for applications associated with oil and natural gas production with a focus on large and medium horsepower applications.

Our customers, specifically for large and medium horsepower applications, are exploration and production companies that utilize our compressor units for artificial lift applications, i.e., production enhancement enabled with high-pressure gas compression equipment, on unconventional oil wells on single and multi-well pads.

In addition, our customer base includes oil and natural gas exploration and production companies that focus primarily on natural gas production (with typically smaller horsepower applications).

The Company's largest rental area is the Permian Basin (approximately 63.6% of rental revenues in 2023), with the majority of our remaining rental revenue generated in other oil and natural gas producing regions and basins in Texas, New Mexico and Oklahoma, including the San Juan Basin, the Texas Panhandle/western Oklahoma, the Barnett Shale, and central Oklahoma.

Unless the context otherwise requires, references in this Annual Report on Form 10-K to “Natural Gas Services Group,” the “Company,” “NGS,” “we,” “us,” or “our” refer to Natural Gas Services Group, Inc.

and its consolidated subsidiary, NGSG Properties, LLC.

Certain specialized terms used in describing our natural gas compressor business are defined in “Glossary of Industry Terms” on page ii.

Description of Business

We were incorporated in December 1998 and initially operated as a holding company of a group of subsidiaries that were engaged in the manufacturing, operation and leasing of natural gas compression equipment, flares and related assets to the natural gas industry with a focus on unconventional natural gas production plays in the U.S.

(such as coalbed methane, gas shales and tight gas).

We completed our initial public offering in October 2002 and our common stock began trading on the American Stock Exchange under the symbol “NGS.” In October 2008, our common stock began trading on the New York Stock Exchange.

Today, we are a premier provider of natural gas compression equipment and services to the energy industry.

We rent, operate and maintain natural gas compressors for oil and gas production and processing facilities.

In addition, we design and assemble compressor units for rental to our customers.

We also provide aftermarket services in the form of call-out services on customer-owned equipment as well as commissioning of new units for customers.

We are headquartered in Midland, Texas, with an assembly facility located in Tulsa, Oklahoma and service facilities located in several major oil and gas producing basins in the U.S.

Our primary business and source of revenue and gross profit is derived from the rental of natural gas compressor units for applications associated with oil and gas production with a focus on large and medium horsepower applications.

Our customers, specifically for large and medium horsepower units, are exploration and production (“E&P”) companies that utilize our compressor units for artificial lift, or “gas lift,” applications (i.e., production enhancement enabled with high-pressure gas compression equipment) in unconventional oil wells on single and multi-well pads.

In addition, our customer base includes oil and gas E&P companies that focus primarily on natural gas production (with typically smaller horsepower applications).

Our largest rental area is the Permian Basin (75 percent of rental revenues in 2024), with the majority of our remaining rental revenue generated in other oil and gas producing regions and basins in Texas, New Mexico and Oklahoma, including the San Juan Basin, the Texas Panhandle/western Oklahoma, the Barnett Shale, the Eagle Ford Shale and central Oklahoma.

Other regions and plays in which we provide services include the Utica and Marcellus Shales in Ohio, and the Antrim Shale in Michigan.

Our revenue increased 42.8% to $121.2 million for the year ended December 31, 2023, from $84.8 million for the year ended December 31, 2022.

Our rental revenues increased 42.6% to $106.2 million in 2023 from $74.5 million in 2022 as well as sales revenue increasing 4.1% to $8.9 million in 2023 from $8.6 million in 2022.

The increase in rental revenue was primarily due to additional rented compressor units and increased rental rates.

For the year ended December 31, 2023, the Company reported net income of $4.7 million as compared to a net loss of $0.6 million for the year ended December 31, 2022.

In addition, the Company's adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 57.0% to $45.8 million in 2023 from $29.2 million in 2022.

See "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" for a reconciliation of adjusted EBITDA to its closest GAAP financial measure, net income (loss).

At December 31, 2023, our current assets were $76.3 million, which included $2.7 million of cash and cash equivalents.

Current liabilities were $32.7 million at year end 2023.

Our stockholders' equity as of December 31, 2023, was $235.9 million.

Recent Events

We are transitioning from fabricating a majority of our compressor units in-house to contracting with third-party fabricators who assemble the units to our specifications, utilizing parts and components from original equipment manufacturers.

Recent Developments

For the past several years, we have been undergoing a deliberate and strategic shift by (i) focusing our business development efforts on expanding our rental revenue sources primarily in large (400 horsepower or greater) compressor units and crude oil artificial lift applications and (ii) de-emphasizing internal assembly of compressor units and the related support of extensive facilities associated with such activities.

Regarding the shift in revenue sourcing, we are continuing to invest in our larger compression units (400 horsepower or greater) which provide for greater revenues and more scalable costs resulting in higher overall profitability.

In addition, the emphasis on the larger units is consistent with a focus on supporting our customers’ crude oil production efforts primarily through artificial lift applications which generally require larger units as opposed to natural gas production which generally requires our low and medium compression units.

Due primarily to more favorable pricing for crude oil production vis-à-vis natural gas, our customers are continuing to dedicate their investments in favor of crude oil production which supports a growing demand for our larger horsepower units and services.

With respect to our assembly of compressor units for lease or sale to our customers, we have been transitioning from assembling a majority of our compressor units in-house to contracting with third-party fabricators who assemble the units to our specifications, utilizing parts and components from OEM.

We continue to design and engineer our compressors and under this arrangement, we procure and pay for the components of our compressor packages which are delivered to one of our third-party fabricators, who then assemble the components and test the compressor units prior to our receiving them.

During the fabrication process, we hold title to the compressors and related components.

Notwithstanding this transition, we will continue to provide maintenance services, compressor make-ready work and rebuilds at our Midland, Texas facility but we will no longer perform new unit fabrication at this location.

We continue to maintain new unit fabrication capability at our Tulsa, Oklahoma facility.

The Company is making this transition for a number of reasons, including (i) the Company feels that the cost advantage of fabricating new units at the Midland facility has been decreasing in recent years;

(ii) the Company’s fabrication facilities are not capable of producing large horsepower units as efficiently as certain third-party providers;

(iii) third party providers have improved in quality and cost competitiveness;

and (iv) use of third-party fabricators relives the Company of issues related to efficiency, inventory and labor scarcity.

Please see "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information.

During the assembly process, we hold title to the compressors and related components.

In connection with the transition to third-party fabrication, we initiated the termination of fabrication and assembly activities at our Midland, Texas facility during the fourth quarter of 2023 and began to wind down activities throughout 2024.

On January 28, 2025, we announced our intent to close this facility and cease operations by April 1, 2025.

In addition, we have initiated efforts to market the facility and the underlying real property.

In connection with this action, we have transferred all inventory from this facility to our regional district locations and our Tulsa, Oklahoma facility.

We continue to maintain new unit assembly capability at our Tulsa, Oklahoma facility.

We are committed to this transition for a number of reasons, including (i) we feel that the cost advantage of fabricating and assembling new units at the Midland facility has declined substantially in recent years;

(ii) our assembly facilities are not capable of producing large horsepower units as efficiently as certain third-party service providers;

(iii) third-party service providers have improved in quality and cost competitiveness;

and (iv) use of third-party fabricators relieves us of issues related to efficiency, inventory and labor scarcity.

Please see Part II, Item 7.

“ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations” for further information regarding our operations.

Our Operating Units

We identify our operating units based upon major revenue sources as Rental, Sales and Aftermarket Services.

Our rental compression units provide large, medium and small horsepower applications for conventional and unconventional oil and natural gas production.

Our rental contracts generally provide for initial terms of six to 60 months and generally extend on a month-to-month basis afterward.

We believe that, by outsourcing their compression needs, our customers are able to increase their revenues by producing higher volumes of oil and natural gas due to higher equipment run time, decrease their operating and maintenance cost of operating compression, lower their capital investment needs and more efficiently meet their changing compression needs.

We maintain and service all of the compression equipment we rent to our customers.

The size, type and geographic diversity of our rental fleet enables us to provide our customers with a range of compression units that can serve a wide variety of applications, and to select the correct equipment for the job, rather than the customer trying to fit the job to its own equipment.

We base our gas compressor rental rates on several factors, including the cost and size of the equipment, the type and complexity of service desired by the customer, the length of contract and the inclusion of any other services desired, such as installation, transportation and daily operation.

We identify our operating units based upon major revenue sources as (i) Rental, (ii) Sales and (iii) Aftermarket Services.

Our rental compression units provide large, medium and small horsepower applications for conventional and unconventional oil and gas production.

Our rental contracts generally provide for initial terms ranging from six to 60 months and generally extend on a month-to-month basis thereafter.

We believe that, by outsourcing their compression needs, our customers are able to increase their revenues by producing higher volumes of oil and gas due to higher equipment run time, decrease their operating and maintenance cost of operating compression, lower their capital investment needs and more efficiently meet their changing compression needs.

We maintain and service all of the compression equipment that we rent to our customers.

The size, type and geographic dispersion of our rental fleet enables us to provide our customers with a range of compression units that can serve a wide variety of applications, and to select the correct equipment for the job, rather than the customer trying to fit the job to its own equipment.

We base our compressor rental rates on several factors, including the cost and size of the equipment, the type and complexity of service desired by the customer, the length of contract and the inclusion of any other services desired, such as installation, transportation and daily operation.

As of December 31, 2024, we had 1,912 natural gas compressors in our rental fleet totaling 598,840 horsepower.

Of this total, we had 1,208 natural gas compressors totaling 491,756 horsepower rented to 68 customers.

The unit utilization rate of our rental fleet as of December 31, 2023, was 66.5%, while our horsepower utilization for the same period was 80.8%.

We added 92 units with a total of 98,349 horsepower to our fleet during 2023.

73 of those units were 400 horsepower or larger, representing approximately 96% of the horsepower added.

This operating unit includes the following components:

• Compressor fabrication.

Fabrication involves the design, fabrication and assembly of compressor components manufactured by us or other vendors into compressor units that are ready for rental or sale.

In addition to fabricating compressors for our rental fleet, we engineer and fabricate custom-made natural gas compressors for sale to customers to meet their specifications based on well pressure, production characteristics and the particular applications for which compression is sought.

Fabricated compressors comprised 20.2% and 42.0% of our sales revenue during 2023 and 2022, respectively.

• Parts sales and compressor rebuilds.

To provide customer support for our compressor sales business, we stock varying levels of replacement parts at our Midland, Texas facility and at field service locations.

The unit utilization rate of our rental fleet as of December 31, 2024, was 63.2 percent, while our horsepower utilization for the same period was 82.1 percent.

During 2024, we placed into service 220 unit sets, including 198 from our existing fleet and 22 new units, with a total of 154,909 horsepower.

A total of 111 of those units, including 22 new units, were 400 horsepower or larger, representing approximately 87.4 percent of the total horsepower set.

This activity resulted in a 360 basis point increase in our average annual horsepower utilization from 78.2 percent during to 81.8 percent for 2024.

We design and assemble compressor components manufactured by OEM suppliers, as well as certain proprietary compressor frames and cylinders into compressor units that are ready for rental or sale.

In order to provide customer support for our compressor sales business, we also stock varying levels of replacement parts at our Tulsa, Oklahoma facility and our field service locations.

We also provide an exchange and rebuild program for small horsepower screw compressors and maintain an inventory of new and used compressors to facilitate this part of our business.

Parts sales and compressor rebuilds comprised 78.8% and 55.2% of our sales revenue during 2023 and 2022, respectively.

As noted elsewhere herein, we have ceased in-house fabrication of new compressor units at our Midland facility in favor of contracting our fabrication needs with third-party fabricators and continued new unit fabrication at our Tulsa, Oklahoma facility.

• Compressor manufacturing.

We design and manufacture our own proprietary line of reciprocating natural gas compressor frames, cylinders and parts known as our “CiP”, or Cylinder-in-Plane, product line.

We use the finished components to fabricate compressor units for our rental fleet or for sale to customers.

We also sell finished components to other fabricators.

Aftermarket Services.

We service and maintain compressors owned by our customers on an “as needed” and contract basis, as well as providing services related to the installation and start-up of new compressor units.

Natural gas compressors require routine maintenance and periodic refurbishing to prolong their useful life.

Routine maintenance includes physical and

visual inspections and other parametric checks that indicate a change in the condition of the compressors.

We perform engine and compressor overhauls on a condition-based interval or a time-based schedule or at the customer's request.

Based on our past experience, these maintenance procedures maximize component life and unit availability and minimize downtime.

We perform engine and compressor overhauls on a condition-based interval or a time-based schedule or at our customers’ request.

Business Strategy

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• Optimize existing utilized fleet.

We believe there are opportunities to modestly improve the profitability of our existing utilized rental fleet through targeted price increases, particularly in geographic areas that have experienced high rates of cost inflation, along with operational efficiencies by using improved data collection and analysis to optimize our costs in labor, parts, and maintenance costs.

• Improve asset utilization.

We believe we can improve the overall cash flow of the business by increasing utilization of the existing fleet as well as creating investable cash from non-cash assets.

We believe we can improve the overall cash flow of the business by increasing utilization of the existing fleet as well as monetizing non-cash assets.

We have a significant number of unutilized units—we will review these assets to determine where relatively low-cost capital expenditures can improve the marketability and cash flow potential of the units.

We also have a significant amount of capital tied up in non-cash assets (including working capital and fixed assets) that we believe can be monetized and invested back in the fleet at or above target levels of return on invested capital.

We also have a significant amount of capital tied up in non-cash assets (including accounts receivable, inventory and other fixed assets, primarily real property) that we believe can be monetized and invested back in the fleet at or above target levels of return on invested capital.

• Expand rental fleet .

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While there is no certainty as to the probability of any particular deal, we will continue to evaluate potential acquisitions, joint ventures and other opportunities that could enhance value for our shareholders.

All of the above strategies are subject to revisions and adjustments as a result of several factors discussed in Item 1A, Risk Factors.

All of the above strategies are subject to revisions and adjustments as a result of several factors discussed in Item 1A .

“ Risk Factors.

Competitive Strengths

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The cost of rental compression is an appreciable operating expense for a producer and the improved productivity delivers material incremental profitability to customers.

This creates significant value for our customers we believe our high levels of mechanical availability, particularly for our large horsepower rental compression units, is a competitive differentiator for customers selecting our units.

This creates significant value for our customers and we believe our high levels of mechanical availability, particularly for our large horsepower rental compression units, is a competitive differentiator for customers selecting our units.

• Innovative rental compression units.

We have made a series of technical innovations to our rental compression units that have improved operational performance while also reducing the environmental impact, largely related to the volume of fugitive emissions, from our compressor units.

Environmental considerations have increased in importance for our customers, particularly with recent environmental regulations and taxation, most notably the Methane Emissions Reduction Program.

We use “eComp” technology with existing equipment to reduce emissions through vent capture and electronic valving.

Our use of proprietary System Management and Recovery Technology (“SMART”) on our compressor units reduces unplanned shutdowns and increases productivity and our new equipment includes telemetry software to meet customer demands for operational data to analyze and streamline production.

We believe the superior operating and environmental performance of our natural gas engine and electric-drive units, particularly our large horsepower units, is a significant competitive differentiator.

• Long-standing customer relationships.

We have developed long-standing relationships providing compression equipment to many major and independent oil and natural gas companies.

We have developed long-standing relationships providing compression equipment to many major and independent oil and gas companies.

Our customers generally continue to rent our compressors after the expiration of the initial terms of our rental agreements, which we believe reflects their satisfaction with the reliability and performance of our services and products.

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We believe this ability, coupled with our personalized services and in-depth knowledge of our customers’ operating needs and growth plans, have allowed us to enhance our relationships with existing customers as well as attract new customers.

The size, type and geographic diversity of our rental fleet enable

us to provide customers with a range of compression units that can serve a wide variety of applications.

The size, type and geographic diversity of our rental fleet enable us to provide customers with a range of compression units that can serve a wide variety of applications.

We are able to select the correct equipment for the job, rather than the customer trying to fit its application to our equipment.

• Availability of new units.

The rental compression industry has undergone significant change over the last five years.

The rental compression industry has undergone significant change over the last several years.

Capital constraints, in the form of reduced debt availability, higher interest rates, and shareholder demands for return of capital, have forced capital discipline upon the industry.

These factors, along with supply chain challenges, led to a dearth of available rental compression units at a time of solid customer demand.

Our strong balance sheet allowed us to strategically gain market share with desirable customers renting large horsepower units on pre-contracted units.

We believe our relatively modest leverage remains a strategic advantage for the company to continue to gain market share on attractive terms for shareholder return.

Overview and Outlook

The market for compression equipment and services is highly dependent on the production levels and pricing of oil and natural gas.

The level of production for oil activity and capital expenditures has generally been dependent upon the prevailing view of future gas and oil prices, which are influenced by numerous supply and demand factors, including availability and cost of capital, well productivity and development costs, global and domestic economic conditions, environmental regulations, policies of OPEC countries and Russia, and other factors.

We feel that the current oil market production outlook is favorable, with current oil prices creating strong incentives for our customers to maximize their production levels.

We believe that the current natural gas market outlook is not as strong, as the current level of natural gas prices makes this a more challenging market.

While oil prices have historically been volatile, we expect demand for our existing compressor fleet to remain positive assuming oil prices remain in reasonable bands around current pricing levels.

While the current production outlook for natural gas is not as strong, given the continued level of depressed prices, we do feel that opportunities exist for increased utilization of our small and medium horsepower units.

The oil and natural gas industries have historically been cyclical and production levels of oil and natural gas are dependent upon numerous factors.

Our strong balance sheet allowed us to strategically gain market share with desirable customers renting large horsepower units on pre-contracted basis.

We believe our relatively modest leverage remains a strategic advantage for us to continue to gain market share on attractive terms for shareholder return.

Industry Overview and Outlook

The oil and gas industry has historically been cyclical and production levels of oil and gas are dependent upon numerous factors.

The market for compression equipment and services is highly dependent on the production levels and pricing of oil and gas.

The level of production for crude oil and capital expenditures activity has generally been dependent upon the prevailing view of future crude oil prices, which are influenced by numerous supply and demand factors, including availability and cost of capital, well productivity and development costs, global and domestic economic conditions, environmental regulations, policies of OPEC and Russia, and other factors.

We feel that the current crude oil market production outlook is favorable, with current prices creating strong incentives for our customers to maximize their production levels.

While crude oil prices have historically been volatile, we expect demand for our existing compressor fleet to remain positive assuming crude oil prices remain within reasonable bands with respect to current pricing levels.

Natural Gas .

We believe the market outlook for natural gas production in the U.S.

remains steady while short term price volatility remains a factor due to geopolitical influences and shifts in LNG exports.

We believe opportunities for increased utilization of our small and medium horsepower units are supported by continued investment in shale gas development, particularly in the Permian basin and Marcellus Shale.

We will continue to evaluate our business and operating strategy and we will continue to remain prudent in both our allocation of capital and our capital structure.

Nevertheless, if any of these circumstances change, our business could be adversely affected.

Please read Item 1A, Risk Factors, in this report.

Major Customer

Sales and rental income to Occidental Permian, LTD.

("Oxy") for the years ended December 31, 2023 and 2022 amounted to 50% and 42% of our revenue, respectively.

No other single customer accounted for more than 10% of our revenues in 2023 or 2022.

Oxy amounted to 64% of our accounts receivable as of December 31, 2023, and 55% of our accounts receivable as of December 31, 2022.

No other customers amounted to more than 10% of our accounts receivable as of December 31, 2023 or 2022.

The loss of this key customer would have a material adverse effect on our business, financial condition, results of operations and cash flows, depending upon the demand for our compressors at the time of such loss and our ability to attract new customers.

Nevertheless, if any of these circumstances change significantly, our business could be adversely affected.

Please read Item 1A .

, “ Risk Factors, ” in this report.

Major Customers

Rental and sales activity with Occidental Permian, LTD.

(“Oxy”) for the years ended December 31, 2024, 2023 and 2022 amounted to 54 percent, 50 percent and 42 percent of our revenue, respectively.

No other single customer accounted for more than 10 percent of our revenues in 2024, 2023 or 2022.

We do anticipate diversification of our revenue concentration during 2025 in connection with commitments we are currently processing with certain other large E&P customers.

This development will likely reduce our revenue concentration attributable to Oxy.

Oxy amounted to 52 percent of our accounts receivable as of December 31, 2024, and 64 percent of our accounts receivable as of December 31, 2023.

No other customers amounted to more than 10 percent of our accounts receivable as of December 31, 2024 or 2023.

The loss of this key customer would have a material adverse effect on our business, results of operations, financial condition and cash flows, depending upon the demand for our compressors at the time of such loss and our ability to attract new customers.

Sales and Marketing

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Our sales and marketing personnel coordinate with our operations personnel in order to promptly respond to and address customer needs.

Our overall sales and marketing efforts concentrate on demonstrating our commitment to enhancing the customer’s cash flow through enhanced product design, fabrication, manufacturing, installation, operations, customer service and support.

We have several competitors in the natural gas compression segment, some of which have greater financial resources.

Our overall sales and marketing efforts concentrate on demonstrating our commitment to enhancing our customers’ cash flows through enhanced product design, assembly, installation, operations, customer service and support.

The compression services business is highly competitive.

We have several competitors in the natural gas compression industry, some of which have greater financial resources.

We believe that we compete effectively on the basis of price, compression unit availability, customer service, flexibility in meeting customer needs, and quality and reliability of our compressors and related services.

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As the number of rental compressors in our rental fleet increases, the number of sales, support, and maintenance personnel required and the minimum level of inventory may not increase proportionately.

As of December 31, 2023, we had $0.8 million sales backlog compared to none as of December 31, 2022.

As of December 31, 2024, we had no sales backlog compared to $0.8 million as of December 31, 2023.

The absence of a sales backlog is indicative of our efforts to de-emphasize selling compression equipment in favor of rentals.

Sales backlog consists of firm customer orders for which a purchase or work order has been received, satisfactory credit or a financing arrangement exists, and delivery is scheduled.

In addition, the major components of our compressors are acquired from suppliers through periodic purchase orders that currently require three to six months or more of lead time prior to delivery of the order.

We do not believe that backlog is a good indicator of the future growth potential of our business.

As of December 31, 2023, we had 266 total employees, none of which are represented by a labor union.

We believe we have good relations with our employees.

We do not believe that backlog is a critical indicator of the future growth potential of our business.

Liability and Other Insurance Coverage

Our equipment and services are provided to customers who are subject to hazards inherent in the oil and natural gas industry, such as explosions, fires, and oil spills.

We maintain liability insurance that we believe is customary in the industry and which includes environmental cleanup but excludes product warranty insurance because the majority of components on our compressor unit are covered by the manufacturers and our outsourced fabrication providers.

Our equipment and services are provided to customers who are subject to hazards inherent in the oil and gas industry, such as explosions, fires, and oil spills.

We maintain liability insurance that we believe is customary in the industry and which includes environmental cleanup but excludes product warranty insurance because the majority of components on our compressor unit are covered by the OEM manufacturers and our outsourced fabrication service providers.

We also maintain insurance with respect to our facilities.

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In addition, insurance rates have in the past been subject to wide fluctuation, and changes in coverage could result in less coverage, increases in cost or higher deductibles and retentions.

Intellectual Property

We believe that the success of our business depends more on the technical competence, creativity and marketing abilities of our employees than on any individual patent, trademark, or copyright.

Nevertheless, as part of our ongoing research, design and development activities, we may seek patents when appropriate on inventions concerning new products, processes and product improvements.

With respect to our executive officers and certain key, senior employees, we maintain confidentiality and proprietary information agreements with these officers and employees.

Suppliers and Raw Materials

Preparing our rental compressors for service involves the purchase by us of engines, compressors, coolers, frames and other components, and the assembly, primarily by third-party service providers, of these OEM components on skids for delivery to customer locations.

These major components of our compressor units are acquired through periodic purchase orders placed with third-party suppliers on an “as needed” basis, which typically requires a three to twelve month lead time with delivery dates scheduled to coincide with our estimated assembly schedules.

Although we do not have formal continuing supply and service contracts with any major supplier or third-party assembly service provider, we believe we have adequate alternative sources available.

In the past, we have not experienced any sudden and dramatic increases in the prices of the major components for our compressors.

However, the occurrence of such an event could have a material adverse effect on our results of operations, financial condition and cash flows, particularly if we are unable to increase our rental rates and sale prices proportionate to any such component price increases.

Government Regulation

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And as noted below, we may be indirectly affected by environmental laws that affect our customers.

Our business is generally affected by political developments and by federal, state, foreign and local laws and regulations, which relate to the oil and natural gas industry.

The adoption of laws and regulations affecting the oil and natural gas industry for economic, environmental and other policy reasons could increase our costs and could have an adverse effect on the demand for our services and our operations.

Our business is generally affected by political developments and by federal, state, foreign and local laws and regulations, which relate to the oil and gas industry.

The adoption of laws and regulations affecting the oil and gas industry for economic, environmental and other policy reasons could increase our costs and could have an adverse effect on the demand for our services and our operations.

The state and federal environmental laws and regulations that currently apply to our operations could become more stringent in the future.

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Methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas, are examples of GHGs.

oil and gas wells, bans or restrictions on new leases for production of minerals on federal properties, and imposing restrictive requirements on new pipeline infrastructure or fossil-fuel export facilities.

At the federal level, the government could seek to pursue legislative, regulatory or executive initiatives that may impose significant restrictions on fossil-fuel exploration and production and use such as limitations or bans on hydraulic fracturing of oil and gas wells, bans or restrictions on new leases for production of minerals on federal properties, and imposing restrictive requirements on new pipeline infrastructure or fossil-fuel export facilities.

The Inflation Reduction Act of 2022 (the “IRA 2022”) imposes a methane emissions charge on certain oil and gas facilities, including onshore petroleum and natural gas production facilities, which emit 25,000 metric tons or more of carbon dioxide equivalent gas per year and exceed certain emissions thresholds.

We do not operate any facilities that are subject to this emissions charge.

In July 2023, the EPA proposed to expand the scope of the Greenhouse Gas Reporting Program for petroleum and natural gas facilities, as required by the Inflation Reduction Act.

In July 2023, the U.S.

Environmental Protection Agency (“EPA”) proposed to expand the scope of the GHG Reporting Program for petroleum and natural gas facilities, as required by the IRA 2022.

Among other things, the proposed rule expands the emissions events that are subject to reporting requirements to include “other large release events” and applies reporting requirements to certain new sources and sectors.

The rule is currently scheduled to be finalized in 2024 and would take effect on January 1, 2025, for reporting year 2025 (due March 2026) in certain circumstances, with the potential to also impact GHG reporting for reporting year 2024 (due March 2025) in certain circumstances.

In January 2024, the EPA proposed a rule implementing the Inflation Reduction Act’s methane emissions charge.

The proposed rule includes potential methodologies for calculating the amount by which a facility’s reported methane emissions are below or exceed the waste emissions thresholds and contemplates approaches for implementing certain exemptions created by the Inflation Reduction Act.

The rule took effect on January 1, 2025, for reporting year 2025 (due March 2026) in certain circumstances, with the potential to also impact GHG reporting for reporting year 2024 (due March 2025) in certain circumstances.

In January 2024, the EPA proposed a rule implementing the IRA 2022’s methane emissions charge.

The methane emissions charge imposed under the Methane Emissions and Waste Reduction Incentive Program for calendar year 2024 would be $900 per ton emitted over annual methane emissions thresholds, and would increase to $1,200 in 2025, and $1,500 in 2026.

The proposed rule for the waste emissions charge has been published in the Federal Register and EPA is seeking public comment by March 26, 2024.

The final rule for the waste emissions charge was implemented in November, 2024.

In February 2025, however, the U.S.

House and Senate approved a joint resolution of disapproval under the Congressional Review Act to repeal the methane emissions charge, which President Trump is expected to sign into law.

However, the new administration has taken quick action to pause or reverse a wide range of environmental policies.

On his first day in office, President Trump signed a series of executive orders reversing prior climate change-related federal actions.

Among them, the administration disbanded the Interagency Working Group on the Social Cost of Greenhouse Gases, directed all agencies to disregard the social cost of carbon calculations that were previously required, declared an energy emergency, and pulled out of the Paris Agreement.

At this time, it is unclear how or when such changes will take effect, and to what extent this administration’s climate policy will reshape the regulatory landscape.

Although it is not currently possible to predict how any proposed or future GHG legislation, regulation, agreements or initiatives will impact our business, any such legislation or regulation of GHG emissions could result in increased compliance or operating costs, additional operating restrictions or reduced demand for our compressor services, and could have a material adverse effect on our business, financial condition and results of operations.

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Likewise, the New Mexico Environment Department has adopted regulations to restrict the venting or flaring of methane.

In an executive order issued on January 20, 2021, President Biden established an Interagency Working Group on the Social Cost of Greenhouse Gases, which is called on to, among other things, capture the full costs of GHG emissions, including the “social cost” of carbon, nitrous oxide and methane, which are essentially the monetized damages associated with incremental increases in greenhouse gas emissions.

The current administration adopted an interim social cost of carbon of $51 per ton in February 2021, but in recent rulemakings the EPA has referenced a figure as high as $2,400 per ton effective in 2030.

This figure is intended to be used to guide federal decisions on the costs and benefits of various policies and approvals;

such efforts have been the subject of a series of judicial challenges, which have been largely unsuccessful to date.

At this time, we cannot determine whether the administration’s efforts on social cost or other interagency climate efforts will lead to any particular actions that give rise to a material adverse effect on our business, financial condition, results of operations and cash flows.

At the international level, there is an agreement, the United Nations-sponsored “Paris Agreement,” for nations to limit their GHG emissions through non-binding, individually determined reduction goals every five years after 2020.

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In conjunction with these pacts, the United States committed to an economy-wide target of reducing net greenhouse gas emissions by 50-52 percent below 2005 levels by 2030.

Also in November 2021, President Biden signed a $1 trillion dollar infrastructure bill into law.

The new infrastructure law includes several climate-focused investments, including upgrades to power grids to accommodate increased use of renewable energy and expansion of electric vehicle infrastructure.

Although it is not possible at this time to predict what additional domestic legislation may be adopted in light of the Paris Agreement or the Glasgow Climate Pact, or how legislation or new regulations that may be adopted based on the Paris Agreement or the Glasgow Climate Pact to address

GHG emissions would impact our business, any such future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, our compressors could require us to incur costs to reduce emissions of GHGs associated with our operations and could decrease demand for oil and natural gas.

Litigation risks are also increasing, as a number of cities and other local governments have sought to bring suits against the largest oil and natural gas exploration and production companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts.

There are also increasing financial risks for fossil fuel producers and oil and gas field service providers (such as the Company) as shareholders currently invested in fossil-fuel energy and related service companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-energy related sectors.

In January 2025, however, President Trump issued an executive order withdrawing the U.S.

from the Paris Agreement, and froze federal funds relating to the Agreement.

The extent to which the U.S.

will maintain climate change-related pledges is currently unknown, but any future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, our compressors could require us to incur costs to reduce emissions associated with our operations.

Litigation risks are also increasing, as a number of cities and other local governments have sought to bring suits against the largest E&P companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts.

There are also increasing financial risks for fossil fuel producers and oil and gas field service providers (such as us) as shareholders currently invested in fossil-fuel energy and related service companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-energy related sectors.

Institutional lenders who provide financing to fossil-fuel energy and related companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies.

Additionally, the lending practices of institutional lenders have been the subject of intensive lobbying efforts in recent years, oftentimes public in nature, by environmental activists, proponents of the international Paris Agreement, and foreign citizenry concerned about climate change not to provide funding for fossil fuel producers.

Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities of our customers, which in turn could have a material adverse effect on our compressor rental and sale business.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or additional operating restrictions or reduced demand for our compressor products and services, and could have a material adverse effect on our business, financial condition and results of operations.

We believe that our existing environmental control procedures are adequate and that we are in substantial compliance with environmental laws and regulations, and the phasing in of emission controls and other known regulatory requirements should not have a material adverse effect on our financial condition or operational results.

However, it is possible that future developments, such as new or increasingly strict requirements and environmental laws and enforcement policies there under, could lead to material costs of environmental compliance by us.

While we may be able to pass on the additional cost of complying with such laws to our customers, there can be no assurance that attempts to do so will be successful.

Some risk of environmental liability and other costs are inherent in the nature of our business, however, and there can be no assurance that environmental costs will not rise.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and gas sector or otherwise restrict the areas in which this sector may produce oil and gas or generate GHG emissions could result in increased costs of compliance or additional operating restrictions or reduced demand for our compressor products and services, and could have a material adverse effect on our business, financial condition,results of operations and cash flows.

The current administration has shown its willingness to reduce the number of regulations that increase compliance costs on companies such as ours, but the extent of changes are, as of yet, unclear.

Further, the new administration has signed an executive order declaring a national energy emergency in the hopes of reducing regulatory costs in the oil and gas industry.

however, it is possible that future developments, such as new or increasingly strict requirements and environmental laws and enforcement policies thereunder, could lead to material costs of environmental compliance by us.

While we may be able to pass on the additional cost of complying with such laws to our customers;

however, there can be no assurance that attempts to do so will be successful.

Some risk of environmental liability and other costs are inherent in the nature of our business;

however, and there can be no assurance that environmental costs will not rise.

To the extent that new laws or other governmental actions restrict the energy industry or impose additional environmental protection requirements that result in increased costs to the oil and gas industry, we could be adversely affected.

The new administration has signaled its interest in rescinding or nullifying regulations which financially adversely impact the oil and gas industry, although the extent of any such changes is unclear at this time.

We cannot determine to what extent our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.

Site Remediation and Waste Management and Disposal

The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as the Superfund law, and analogous state laws impose liability on certain classes of persons, known as “potentially responsible parties,” for the disposal or release of a regulated hazardous substance into the environment.

These potentially responsible parties include (1) the current owners and operators of a facility, (2) the past owners and operators of a facility at the time the disposal or release of a hazardous substance occurred, (3) parties that arranged for the offsite disposal or treatment of a hazardous substance, and (4) transporters of hazardous substances to off-site disposal or treatment facilities.

Potentially responsible parties under CERCLA may be subject to strict, joint and several liability for the costs of investigating and cleaning up environmental contamination, for damages to natural resources and for the costs of certain health studies.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as the Superfund law, and analogous state laws impose liability on certain classes of persons, known as potentially responsible parties (“PRPs”) for the disposal or release of a regulated hazardous substance into the environment.

These PRPs include (1) the current owners and operators of a facility, (2) the past owners and operators of a facility at the time the disposal or release of a hazardous substance occurred, (3) parties that arranged for the offsite disposal or treatment of a hazardous substance, and (4) transporters of hazardous substances to off-site disposal or treatment facilities.

PRPs under CERCLA may be subject to strict, joint and several liability for the costs of investigating and cleaning up environmental contamination, for damages to natural resources and for the costs of certain health studies.

In addition to statutory liability under CERCLA, common law claims for personal injury or property damage can also be brought by neighboring landowners and other third parties related to contaminated sites.

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Under a delegation of authority from the EPA, most states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.

Federal and state regulatory agencies can seek

to impose administrative, civil, and criminal penalties for alleged non-compliance with RCRA and analogous state requirements.

Federal and state regulatory agencies can seek to impose administrative, civil, and criminal penalties for alleged non-compliance with RCRA and analogous state requirements.

In general, hazardous waste is waste with properties that can potentially endanger human health or the environment.

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Air Emissions

Our operations are also subject to federal, state, and local regulations.

The Clean Air Act and implementing regulations and comparable state laws and regulations regulate emissions of air pollutants from various industrial sources and also impose various monitoring and reporting requirements, including requirements related to emissions from certain stationary engines, such as those on our compressor units.

The federal Clean Air Act (“CAA”) and implementing regulations and comparable state laws and regulations regulate emissions of air pollutants from various industrial sources and also impose various monitoring and reporting requirements, including requirements related to emissions from certain stationary engines, such as those on our compressor units.

These laws and regulations impose limits on the levels of various substances that may be emitted into the atmosphere from our compressor units and required us to meet more stringent air emission standards and install new emission control equipment on all of our engines built after July 1, 2008.

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In 2015, the EPA published the final rule strengthening the standards for ground level ozone, and the states are expected to establish revised attainment/non-attainment regions.

State implementation of the revised NAAQS could result in stricter permitting requirements, delay or prohibit our customers’ ability to obtain such permits, and result in increased expenditures for

pollution control equipment, which could negatively impact our customers’ operations by increasing the cost of additions to equipment, and negatively impact our business.

In 2012, the EPA finalized rules that establish new air emission controls for oil and natural gas production and natural gas processing operations.

Specifically, the EPA’s rule package included New Source Performance Standards to address emissions of sulfur dioxide and volatile organic compounds (“VOCs”) and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities.

State implementation of the revised NAAQS could result in stricter permitting requirements, delay or prohibit our customers’ ability to obtain such permits, and result in increased expenditures for pollution control equipment, which could negatively impact our customers’ operations by increasing the cost of additions to equipment, and negatively impact our business.

In 2012, the EPA finalized rules that establish new air emission controls for oil and gas production and natural gas processing operations.

Specifically, the EPA’s rule package included New Source Performance Standards (“NSPS”) to address emissions of sulfur dioxide and volatile organic compounds (“VOCs”) and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and gas production and processing activities.

The rules established specific new requirements regarding emissions from compressors and controls at natural gas processing plants, dehydrators, storage tanks and other production equipment as well as the first federal air standards for natural gas wells that are hydraulically fractured.

The EPA has taken a number of steps to amend or expand on these regulations since 2012.

For example, in June 2016, the EPA published New Source Performance Standards that require certain new, modified or reconstructed facilities in the oil and natural gas sector to reduce methane gas and VOC emissions.

For example, in June 2016, the EPA published NSPS that require certain new, modified or reconstructed facilities in the oil and gas sector to reduce methane gas and VOC emissions.

These standards expanded the 2012 standards by using certain equipment-specific emissions control practices, requiring additional controls for pneumatic controllers and pumps as well as compressors, and imposing leak detection and repair requirements for natural gas compressor and booster stations.

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Clean Water Act .

The Clean Water Act ("CWA") and the Oil Pollution Act of 1990 and implementing regulations govern:

The Clean Water Act ( “C WA ” ) and the Oil Pollution Act of 1990 and implementing regulations govern:

• the prevention of discharges, including oil and produced water spills, and

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We cannot predict the future of such legislation and what additional, if any, provisions would be included.

Additional levels of regulation or interpretation are adopted at the federal or state level could lead to increased operating costs and prohibitions or curtailment of current hydraulic practices could reduce demand for our compression services, which could materially adversely affect our results of operations and financial position.

Occupational Safety and Health

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We believe that we are in compliance with these applicable requirements and with other comparable laws.

Patents, Trademarks and Other Intellectual Property

We believe that the success of our business depends more on the technical competence, creativity and marketing abilities of our employees than on any individual patent, trademark, or copyright.

Nevertheless, as part of our ongoing research, development and manufacturing activities, we may seek patents when appropriate on inventions concerning new products, process and product improvements.

Suppliers and Raw Materials

Fabrication of our rental compressors involves the purchase by us of engines, compressors, coolers and other components, and the assembly of these components on skids for delivery to customer locations.

These major components of our compressors are acquired through periodic purchase orders placed with third-party suppliers on an "as needed" basis, which typically requires a three to twelve month lead time with delivery dates scheduled to coincide with our estimated production schedules.

Although we do not have formal continuing supply contracts with any major supplier, we believe we have adequate alternative sources available.

In the past, we have not experienced any sudden and dramatic increases in the prices of the major components for our compressors.

However, the occurrence of such an event could have a material adverse effect on the results of our operations and financial condition, particularly if we are unable to increase our rental rates and sale prices proportionate to any such component price increases.

Human Capital

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees into our company.

We offer competitive and comprehensive compensation and benefits including:

(i) a 401(k) plan with employer matching contributions, (ii) medical, dental and eye care insurance benefits, (iii) health savings and flexible spending accounts and (iv) paid time off, among others.

We also provide cash and equity incentive plans in order to attract, retain and reward our employees through the granting of cash-based and stock-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve well-defined short- and long-term business goals.

The Compensation Committee of our Board of Directors is responsible for designing and administering executive compensation programs for our executive officers.

We are committed to providing a work environment that is free of discrimination and harassment.

We are an equal-opportunity employer.

We make employment decisions on the basis of an individual’s qualifications and our business needs.

As new employees join us, they learn more about our policies and culture through orientation and onboarding, our Employee Handbook, Code of Conduct, and compliance trainings.

We are committed to maintaining a healthy, safe and secure work environment that protects our employees, contractors, business partners, customers and visitors to our facilities.

We comply with applicable health, safety, and environmental laws as well as our internal policies and procedures.

Safety is a core value to us and safety performance is a key metric that is included in the incentive compensation of certain employees, including our executive officers.

We actively promote the highest standards of safety behavior and environmental awareness and strive to meet or exceed all applicable local, state and federal regulations.

As of December 31, 2024, we had 245 total employees, none of which are represented by a labor union.

A total of 54 employees were based at our Midland, Texas headquarters location while the remaining 191 employees were deployed to our operating facilities throughout our operating regions.

We believe that we have good relations with our employees.

Available Information

We use our website as a channel of distribution for Company information.

We make available free of charge on the Investor Relations section of our website ( www.ngsgi.com ) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

We also make available through our website other reports filed with or furnished to the SEC under the Securities Exchange Act of 1934 ("Exchange Act"), as amended, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Business Ethics and the charters to our various Committees of our Board of Directors.

We make available free of charge on the Investor Relations section of our website ( www.ngsgi.com ) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

We also make available through our website other reports filed with or furnished to the Securities and Exchange Commission (“SEC”) under the Exchange Act including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Business Ethics and the charters to our various Committees of our Board of Directors.

Paper copies of our filings are also available, without charge upon written request.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business