SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
o [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2000.
o [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from __________________ to
__________________.
Commission file number: 33-61888-FW
COMPRESSCO, INC.
(FORMERLY EMERGING ALPHA CORPORATION)
(Exact name of small business issuer in its charter)
DELAWARE 72-1235449
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
220 CAMP STREET, NEW ORLEANS, LOUISIANA 70130
(Address of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES / X / NO / /
The number of shares outstanding of the issuer's classes of Common Stock as of
March 31, 2000:
Common Stock, $1.00 Par Value - 153,235 shares
<PAGE>
COMPRESSCO, INC.
Index to Form 10-Q
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Compressco, Inc.
Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999
Consolidated Statements of Operations for the Three Months
Ended March 31, 2000 and 1999
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999
Notes to the Consolidated Financial Statements
Gas Jack, Inc. (Predecessor Company)
Statement of Operations for the Three Months Ended March 31,
1999
Statement of Cash Flows for the Three Months Ended March 31,
1999
Item 2. Management's Discussion and Analysis of Financial condition
and Results of Operations
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
<PAGE>
<TABLE>
PART 1. FINANCIAL STATEMENTS
Item 1. Financial Statements
COMPRESSCO, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,408,933 $ 96,256
Accounts receivable, net of allowance of $27,000 454,154 495,072
Inventories 835,278 803,411
Other 67,045 61,034
Deferred income tax asset 12,919 13,385
----------- -----------
Total current assets 2,778,329 1,469,158
PROPERTY AND EQUIPMENT:
Gas Jack Compressors 3,393,869 2,765,443
Less- Accumulated depreciation (250,706) (100,190)
----------- -----------
Total compressors, net 3,143,163 2,665,253
----------- -----------
Vehicles and equipment 350,285 305,958
Less - Accumulated depreciation (33,699) (15,159)
----------- -----------
Total vehicles and equipment, net 316,586 290,799
OTHER ASSETS 36,137 14,344
----------- -----------
Total assets $ 6,274,215 $ 4,439,554
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITES:
Accounts payable 516,074 537,567
Accrued liabilities 85,051 96,721
Current portion of long-term debt 560,000 627,971
Other 7,060 8,273
----------- -----------
Total current liabilities 1,168,185 1,270,532
LONG-TERM DEBT, net of current portion 2,055,921 2,246,418
DEFERRED INCOME TAXES 229,665 216,291
STOCKHOLDERS' EQUITY:
Preferred stock, $1 par value; 2,000,000
shares authorized; no shares issued or
outstanding -- --
Common stock, $1 par value; 20,000,000 shares
authorized; 153,235 and 83,233 shares issued
and outstanding at March 31, 2000 and
December 31, 1999, respectively 153,235 83,233
Additional paid-in capital 2,663,735 633,657
Retained earnings (deficit) 3,474 (10,577)
----------- -----------
Total stockholders' equity 2,820,444 706,313
----------- -----------
Total liabilities and stockholders' equity $ 6,274,215 $ 4,439,554
=========== ===========
The accompanying notes are an integral part of these consolidated balance
sheets.
</TABLE>
<PAGE>
<TABLE>
COMPRESSCO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999
(Unaudited)
2000 1999
<S> <C> <C>
REVENUES:
Leasing revenue $ 750,308 --
Sales - Gas jack Compressors and parts 191,409 --
Service and other 106,242 --
----------- -----------
Total revenues 1,047,959 --
----------- -----------
COST OF SALES AND EXPENSES:
Cost of sales 133,612
Operating expenses 647,868 $ 4,604
Depreciation expense 171,120 --
----------- -----------
Total cost of sales and expenses 952,600 4,604
----------- -----------
OPERATING INCOME 95,359 (4,604)
OTHER INCOME (EXPENSE)
Interest income -- 3,575
Interest expense (67,468) --
Other expenses -- --
----------- -----------
Total other income (expense) (67,468) 3,575
----------- -----------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 27,891 (1,029)
PROVISION FOR INCOME TAXES 13,840 --
----------- -----------
NET INCOME (LOSS) $ 14,051 $ (1,029)
=========== ===========
Earnings (Loss) per share:
Basic $ 0.15 $ (0.03)
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
COMPRESSCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2000 and 1999
(Unaudited)
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 14,051 $ (1,029)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities-
Depreciation and amortization 171,120 70
Gain on sales of leased units (36,716) --
Other assets (21,793) --
Deferred income taxes 13,840 --
Changes in current assets and liabilities:
Accounts receivable 40,918 2,103
Inventories (31,867) --
Other current assets (6,011) --
Accounts payable (21,493) 1,360
Accrued liabilities (11,670) --
Other current liabilities (1,213) --
----------- -----------
Net cash provided operating activities 109,166 2,504
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to leased units (660,954) --
Additions to vehicles and equipment (44,327) --
Proceeds from sales of leased units 67,200 --
----------- -----------
Net cash used in investing activities (638,081)
CASH FLOWS FROM FINANCING ACTIVITES:
Proceeds from issuance of common stock 2,100,060 --
Payments of notes payable (161,307) --
Proceeds from line of credit 418,199 --
Principal payments on line of credit (515,360) --
----------- -----------
Net cash provided by financing activities 1,841,592
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,312,677 2,504
CASH AND CASH EQUIVALENTS, Beginning of period 96,256 289,174
----------- -----------
CASH AND CASH EQUIVALENTS, End of period $ 1,408,933 $ 291,678
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
COMPRESSCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Compressco, Inc, formerly Emerging Alpha Corporation (the "Company"), was
incorporated in the State of Delaware on February 10, 1993, for the purpose of
creating a corporate vehicle to seek, investigate and, if the results of such
investigations warrant, acquire business opportunities. Since its inception, the
primary activity of the Company has been devoted to organizational activities
and obtaining initial funding. Upon investigation and analysis by the Company's
management, the Company decided to enter certain segments of the natural gas
industry including equipment manufacturing, compression services and production
of natural gas reserves.
On October 29, 1999, the Company purchased all outstanding shares of the capital
stock of Gas Jack Inc. ("Gas Jack"), an Oklahoma corporation, for $2.7 million
and all outstanding units of GJ Measurement, L.L.C. ("GJ Measurement") in
exchange for 33,333 shares of the Company's common stock. Both acquisitions were
accounted for using the purchase method of accounting. The Company did not
recognize any goodwill as a result of these acquisitions. Subsequent to the
acquisition, both Gas Jack and Gas Jack Measurement are wholly owned
subsidiaries of the Company. In connection with the acquisitions, the Company
changed its fiscal year-end from March 31 to December 31.
The Company, through Gas Jack, is engaged primarily in the manufacture, leasing
and service of natural gas compressors that provide economical well head
compression to mature, low pressure natural gas wells. The Company's compressors
are currently sold and leased to natural gas producers located primarily in
Oklahoma, Kansas, Texas, Arkansas and New Mexico. GJ Measurement, an Oklahoma
L.L.C, is a natural gas measurement, testing and service company, based in
Oklahoma City, that began operations in September 1999.
The Company has established in January 2000 a wholly owned energy production
subsidiary, Providence Natural Gas, Inc., (Providence) to acquire certain
pressure depleted reservoirs, having key reservoir characteristics known to be
receptive to well-head compression. The Company plans to install compressors at
the sites to enhance production and then market and sell the natural gas.
Providence is currently in the process of completing its acquisition and
production team to develop a sophisticated reservoir characteristic profiling
model to be used in screening of acquisition prospects.
2. BASIS OF PRESENTATION
The consolidated balance sheets as of March 31, 2000, and the consolidated
statements of operations and cash flows for the three months ended March 31,
2000 and 1999, are unaudited. In the opinion of management, such financial
statements include all adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation of the financial position, results
of operations and cash flows for the periods presented.
The consolidated balance sheet data at December 31, 1999 was derived from
audited consolidated financial statements, but does not include all disclosures
required by accounting principles generally accepted in the United States. The
consolidated financial statements presented herein should be read in connection
with the Company's December 31, 1999 consolidated financial statements included
in the Company's Form 10-KSB.
The results of operations for the three months ended March 31, 2000, are not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2000.
3. LONG-TERM DEBT
Long-term debt consists of the following at March 31, 2000:
(a) On October 29, 1999, the Company borrowed $2,800,000 under a term loan
agreement with a bank. The note bears interest at a fixed rate of 8.8%.
Principal payments of $46,667 plus accrued interest are due monthly until
maturity on September 30, 2004. The loan balance at March 31, 2000, is
$2,615,921 of which $2,055,921 is long term. The loan is secured with the assets
and compressor leases of Gas Jack, an investment account owned by the Company's
Chairman, and a personal guarantee of the Company's President.
(b) On October 29, 1999, the Company entered into a revolving line of credit
agreement with a bank. Under the agreement the Company can borrow the lesser of
$1,000,000 or the sum of 80% of the aggregate amount of eligible receivables,
plus 50% of the aggregate amount of eligible inventory. The line of credit bears
interest at Wall Street Journal Prime Rate (9.0% at March 31, 2000). Interest is
due monthly with all outstanding borrowings due at maturity on October 29, 2001.
The loan is secured with the assets and compressor leases of Gas Jack and a
personal guarantee of the Company's President. There was no balance outstanding
under the line of credit agreement at March 31, 2000.
4. STOCKHOLDERS' EQUITY
The Company issued 70,002 shares of its common stock during March 2000 through a
Private Placement for $30.00 per share or total equity proceeds of $2,100,060.
The equity proceeds will be used primarily to fund the development of Providence
Natural Gas, Inc. operations.
5. EARNINGS PER SHARE
Basic earnings per common share is calculated using the weighted average number
of shares issued and outstanding during the period. The weighted average shares
for the three months ending March 31, 2000 and 1999 were 95,541 and 43,600
respectively. The fully diluted earnings per share is not shown as the effects
of the outstanding common stock equivalents would be antidilutive in all
periods.
6. GAS JACK, INC. PROFORMA STATEMENTS FOR 1999
The following is the proforma results of operations for Gas Jack, Inc., for
the three months ended March 31, 1999 assuming the acquisition by Compressco,
Inc. has taken place on January 1, 1999.
Proforma
Results
Revenue $ 783,533
Net income after taxes $ 14,135
Earnings per share:
Basic $ .22
<PAGE>
GAS JACK, INC. (Predecessor Company)
STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1999
(Unaudited)
REVENUES:
Leasing revenue $ 621,891
Sales - Gas Jack compressors and parts 115,672
Service and other 45,970
---------
Total revenues 783,533
---------
COST OF SALES AND EXPENSES:
Cost of sales 65,771
Operating expenses 474,099
Depreciation expense 146,864
---------
Total cost of sales and expenses 686,734
---------
OPERATING INCOME 96,799
OTHER INCOME (EXPENSE)
Interest income 2,530
Interest expense (8,303)
---------
Total other income (expense) (5,773)
---------
INCOME BEFORE PROVISION FOR INCOME TAXES 91,026
PROVISION FOR INCOME TAXES 36,410
---------
NET INCOME $ 54,616
=========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
GAS JACK, INC. (Predecessor Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31,1999
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 54,616
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization 146,864
Gain on sales of leased units (16,531)
Other assets 8,095
Changes in current assets and liabilities:
Accounts receivable 170,989
Inventories 74,178
Other current assets (4,995)
Accounts payable (98,436)
Accrued liabilities (5,430)
Other current liabilities (1,471)
---------
Net cash provided by operating activities 327,879
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to leased units (208,782)
Additions to vehicles and equipment (17,340)
Proceeds from sales of leased units 60,000
---------
Net cash used in investing activities (166,122)
---------
CASH FLOWS FROM FINANCING ACTIVITES:
Payments of notes payable (100,000)
---------
Net cash used in financing activities (100,000)
---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 61,757
CASH AND CASH EQUIVALENTS, Beginning of period 29,165
---------
CASH AND CASH EQUIVALENTS, End of period $ 90,922
=========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
GAS JACK, INC. (Predecessor Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
1. BASIS OF PRESENTATION
The accompanying financial statement of operations and statement of cash flows
for the three months ended March 31, 1999 are unaudited. In the opinion of
Predecessor company management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999 or December 31, 2000.
2. SUBSEQUENT EVENT
On October 29, 1999 Compressco, Inc. acquired all outstanding capital stock
of Gas Jack, Inc. for $2.7 million in cash. The bank credit facilities of
Gas Jack, Inc. were repaid and terminated.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Prior to October 1999, the Company had no business operations; its only revenue
since its inception in 1993 was from interest income and its only expenses
related to administrative expenses. In October 1999, the Company purchased a
privately held natural gas compressor manufacturing and service company, Gas
Jack, for $2.7 million in cash, and also purchased GJ Measurement in exchange
for 33,333 shares of the Company's common stock. Gas Jack, Inc., is considered a
Predecessor Company for purposes of this document. These acquisitions were
accounted for under the purchase method of accounting. In connection with the
acquisitions, the Company's fiscal year end was changed from March 31 to
December 31.
The Company established in January 2000 a wholly owned energy production
subsidiary, Providence Natural Gas, Inc., (Providence) to acquire certain
pressure depleted reservoirs, having key reservoir characteristics known to be
receptive to well-head compression. The Company plans to install compressors at
the sites to enhance production and then market and sell the natural gas.
Providence is currently in the process of completing its acquisition and
production team to develop a sophisticated reservoir characteristic profiling
model to be used in screening of acquisition prospects.
The following table sets forth selected financial information for the fiscal
year ended December 31, 1999 and as of March 31, 2000 and for the three months
ended March 31, 2000 and 1999 and is qualified in its entirety by the financial
statements appearing elsewhere in this Form 10-QSB. In the text below, our
financial results for the first quarter of 2000 are compared to the financial
results of Gas Jack, Inc. ("Predecessor Company") for the first quarter of 1999.
RESULTS OF OPERATIONS
SELECTED CONSOLIDATED FINANCIAL DATA
STATEMENT OF OPERATIONS DATA:
THREE MONTHS ENDED MARCH 31
2000 1999 1999
Consolidated (Predecessor)
Operating Revenues .......... $1,047,959 $ -- $ 783,533
Cost of Sales and Expenses .. 952,600 4,604 686,734
Operating Income (Expense) .. 95,359 (4,604) 96,799
---------- ---------- ----------
Net Income (Loss) ........... $ 14,051 $ (1,029) $ 54,616
========== ========== ==========
March 31, 2000 December 31, 1999
BALANCE SHEET DATA (AT END OF PERIOD):
Cash ................................ $1,408,933 $ 96,256
Total Assets ........................ 6,274,215 4,439,554
Total Liabilities ................... 3,453,771 3,733,241
Stockholders' Equity ................ 2,820,444 706,313
The following discussion regarding the consolidated financial statements of the
Company should be read in conjunction with the financial statements and notes
thereto.
THREE MONTHS ENDED MARCH 31, 2000 FOR THE COMPANY COMPARED TO THREE MONTHS
ENDED MARCH 31, 1999 FOR THE PREDECESSOR COMPANY
The Company's results of operations for the three months ended March 31, 2000
reflect the acquisition of Gas Jack on October 29, 1999. Prior to the
acquisition, Compressco had no business operations. For all periods prior to the
acquisition, Compressco's only revenue was from interest income from equity
invested in Compressco and expenses related to administration of Compressco's
assets.
The revenues for the three months ended March 31, 2000 of $1,047,959 increased
by $264,426 or 31% for the comparable period in 1999. The following table sets
forth the components of our revenue for the three months ended March 31, 2000
and the Predecessor Company revenue for the three months ended March 31, 1999:
2000 1999
Revenue:
Leasing revenue ..................... $ 750,308 $ 621,891
Sale of compressors and parts ....... 191,409 115,672
Service and other ................... 106,242 45,970
Total revenue .................... $1,047,959 $ 783,533
The Company has 210 compressors in service at March 31, 2000 compared to 167 at
March 31,1999. In the three months ended March 31, 2000 the Company sold four
new compressors compared to selling three used units in 1999. The increase in
activity is primarily due to the increased price of natural gas in 2000 over
1999.
The cost of sales and expenses for the 2000 period were 75% of revenues compared
to 69% in the 1999 period. Operating expenses for the 2000 period were $647,868
or 62% of revenues, compared to $474,099, or 61% of revenues, for the 1999
period. Operating expenses in the 2000 period include $32,916 of start up
expenses related to Providence Natural Gas, Inc.
The Company manufactured 32 compressors in the 2000 period compared to 7 in the
1999 period. The increase in the number of compressors was due to higher demand
as a result of higher natural gas prices in 2000.
Depreciation expense increased in the 2000 period to $171,120 compared to
$146,864 for the 1999 period due to more compressors being in service in 2000.
The 2000 period includes interest expense of $67,468 relating to financing the
acquisition of Gas Jack in October 1999.
Net income before taxes was $27,891 or 3% of revenues, for the 2000 period
compared to $91,026, or 12% of revenues, for the 1999 period. The decrease in
net income was primarily due to higher interest expense, the Providence Natural
Gas operating expenses and higher depreciation expense in 2000.
In March 2000 the Company issued 70,002 shares of it's common stock through a
Private Placement for $30.00 per share or total equity proceeds of $2,100,000.
The equity proceeds will be used primarily to fund the development of Providence
Natural Gas, Inc.
LIQUIDITY AND CAPITAL RESOURCES
On October 29, 1999, the Company borrowed $2,800,000 under a term loan agreement
with Hibernia National Bank. The related note bears interest at a fixed rate of
8.8%. Principal payments of $46,667, plus accrued interest, are due monthly
until maturity on September 30, 2004. The loan is secured with the assets and
compressor leases of Gas Jack, and a personal guarantee of the Company's
President.
On October 29, 1999, the Company and Gas Jack entered into a revolving line of
credit agreement with Hibernia. Under the agreement, the Company may borrow up
to the lesser of (i) $1,000,000 or (ii) the sum of 80% of the aggregate amount
of eligible receivables, plus 50% of the aggregate amount of eligible inventory.
The line of credit bears interest at Wall Street Journal Prime Rate (9.0% at
March 31, 2000). Interest is due monthly with all outstanding borrowings due at
maturity on October 29, 2001. The loan is secured with the assets and compressor
leases of Gas Jack, an investment account owned by the Company's Chairman, and a
personal guarantee of the Company's President.
In March 2000 the Company issued 70,002 shares of it's common stock through a
Private Placement for $30.00 per share or total equity proceeds of $2,100,060.
The equity proceeds were used in part to repay borrowings under the Company's
line of credit and the remaining proceeds will be used primarily to fund the
development of Providence Natural Gas, Inc.
The Company believes that cash flow from operations and funds available under
its credit facilities will provide the necessary working capital to fund the
Company's requirements for current operations through 2000. However, in
connection with any expansion of operations or acquisition activities, it is
likely that the Company will need additional sources of debt or equity
financing. The Company cannot provide assurance that these funds will be
available or if available will be available on satisfactory terms.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
In connection with forward-looking statements contained in this Form 10-QSB and
those that may be made in the future by or on behalf of the Company which are
identified as forward-looking by such words as "believes," "intends" or words of
a similar nature, the Company notes that there are various factors that could
cause actual results to differ materially from those set forth in any such
forward-looking statements. The forward-looking statements contained in this
Form 10-QSB were prepared by management and are qualified by, and subject to,
significant business, economic, competitive, regulatory and other uncertainties
and contingencies, all of which are difficult or impossible to predict and many
of which are beyond the control of the Company. Accordingly, there can be no
assurance that the forward-looking statements contained in this Form 10-QSB will
be realized or the actual results will not be significantly higher or lower.
These forward-looking statements have not been audited by, examined by, compiled
by or subjected to agreed-upon procedures by independent accountants, and no
third-party has independently verified or reviewed such statements. Readers of
this Form 10-QSB should consider these facts in evaluating the information
contained herein. In addition, the business and operations of the Company are
subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements contained in this Form 10-QSB. The inclusion of the
forward-looking statements contained in this Form 10-QSB should not be regarded
as a representation by the Company or any other person that the forward-looking
statements contained in this Form 10-QSB will be achieved. In light of the
foregoing, readers of this Form 10-QSB are cautioned not to place undue reliance
on the forward-looking statements contained herein.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In March 2000 the Company issued 70,002 shares of it's common stock
through a Private Placement for $30.00 per share or total equity
proceeds of $2,100,060. The equity proceeds were used in part to
repay borrowings under the Company's line of credit and the
remaining proceeds will be used primarily to fund the development of
Providence Natural Gas, Inc.
Item 3. DEFAUTLS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits of the Company are included
herein.
3. Certificate of Incorporation and Bylaws
*3.1 Restated Certificate of Incorporation
*3.2 Bylaws
*3.3 Proposed Certificate of Amendment to the
Restated Certificate of Incorporation
10. Material Contracts
*10.1 1993 Stock Option Plan
*10.2 Form of Stock Option Agreements with
Messrs. Keenan, Killeen, Jarrell
and Chaffe with Schedule of Details
**10.3 Stock Purchase Agreement, dated as of October 29,
1999, by and among Emerging Alpha
Corporation and the Stockholders of Gas Jack,
Inc.
**10.4 Loan Agreement, dated as of October 29, 1999,
by and between Hibernia National Bank and
Emerging Alpha Corporation.
**10.5 Loan Agreement, dated as of October 29, 1999,
by and among Hibernia National Bank, Emerging
Alpha Corporation and Gas Jack, Inc.
(b) Reports of Form 8-K.
October 29, 1999
No reports were filed in the quarter ended March 31,
2000
- ------------------
* Filed with Registration Statement on Form SB-2, File No. 33-61888-FW
and incorporated by reference herein.
** Filed with Current Report on Form 8-K (October 29, 1999) and incorporated by
reference herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on May 12, 2000.
COMPRESSCO, INC.
By: /S/ JERRY W. JARRELL
------------------------------
Jerry W. Jarrell
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities on May 12, 2000.
By: /S/ BURT H. KEENAN Chairman of Board and Director
-------------------------------
Burt H. Keenan
By: /S/ BROOKS MIMS TALTON Chief Executive Officer, President
------------------------------- and Director
Brooks Mims Talton
By: /S/ JERRY W. JARRELL Chief Financial Officer, Secretary
------------------------------- and Director
Jerry W. Jarrell
