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Item 7. Management’s Discussion and Analysis

2025-03-07 compared with 2024-03-07 · 242 added, 207 removed, 307 unchanged (59% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes for the year ended December 31, 2023 and 2022 included elsewhere in this Annual Report.

The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, our consolidated financial statements and related notes hereto included under Part II, Item 8.—Financial Statements and Supplementary Data in this Annual Report.

The following discussion includes forward-looking statements that involve certain risks and uncertainties.

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This section primarily discusses 2024 and 2023 items and comparisons between these years.

Discussion and analysis of our operating highlights and financial results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021 are included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations 2022 Operational Highlights, Financial Results of Operations, Liquidity and Capital Resources, and Critical Accounting Policies and Estimates” in our final prospectus relating to the IPO filed with the SEC on June 30, 2023.

We are a leading operator of contract compression infrastructure in the U.S.

Our Compression Operations and related services are critical to our customers’ ability to reliably produce, gather and transport natural gas and oil.

Discussion and analysis of our operating highlights and financial results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 are included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations 2023 Operational Highlights, Financial Results of Operations, Liquidity and Capital Resources, and Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We are a leading provider and operator of large horsepower contract compression infrastructure in the U.S.

Our Contract Services and related services are critical to our customers’ ability to reliably produce, gather and transport natural gas and oil.

We are a market leader in the Permian Basin, which is the largest producing natural gas and oil basin in the U.S.

We operate our large horsepower compression units under stable, fixed-revenue contracts with many upstream and midstream customers.

operate our large horsepower compression units primarily under fixed-revenue contracts with many upstream and midstream customers.

Our compression assets have long useful lives consistent with the expected production lives of the key regions where we operate.

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We manage our business through two operating segments:

Compression Operations and Other Services.

Compression Operations consists of operating Company-owned and customer-owned compression infrastructure for our customers, pursuant to fixed-revenue contracts to enable the production and gathering of natural gas and oil.

Other Services consists of a full range of contract services to support the needs of our customers, including station construction, maintenance and overhaul and other ancillary time and material-based offerings.

Our Other Services offerings are often cross-sold with Compression Operations.

Contract Services and Other Services.

Contract Services consists of operating Company-owned and customer-owned compression, and gas treating and cooling infrastructure, pursuant to fixed-revenue contracts to enable the production and gathering of natural gas and oil.

Other Services consists of a broad range of contract services to support ancillary needs of our customers, including station construction, customer-owned compressor maintenance and overhaul, freight and crane charges and other time and material-based offerings.

Our Other Services offerings are often cross-sold with Contract Services.

Trends and Outlook

Within our Compression Operations segment, we provide contract compression infrastructure for customers in the oil and gas industry.

Our assets are specifically utilized in natural gas compression applications in the Permian Basin, Eagle Ford Shale and other active U.S.

Within our Contract Services segment, we provide contract compression infrastructure for customers in the oil and gas industry.

Our assets are specifically primarily utilized in natural gas compression applications in the Permian Basin, Eagle Ford Shale and other active U.S.

hydrocarbon production regions.

Our customers are dependent on these applications to

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produce, process and transport natural gas and oil throughout the value chain and ultimately to end markets.

Our assets are central to meeting the growing global natural gas and oil demand.

Our customers are dependent on these applications to produce, process and transport natural gas and oil.

Our assets are central to meeting growing global natural gas and oil demand.

Furthermore, the long-life nature of our assets and our fixed-revenue contracts help to protect our business from the impact of industry and broader macroeconomic cycles.

Unconventional resources, large-scale centralized gathering systems and multi-well pad operations require more horsepower than conventional resources, driving demand for our large horsepower compression units.

Unconventional resources, large-scale centralized gathering systems and multi-well pad operations require more compression horsepower than conventional resources, driving demand for our large horsepower compression units.

Upstream and midstream companies have increasingly prioritized capital discipline and return of capital to stockholders.

We believe that our customers will increasingly continue to outsource their compression infrastructure needs in an effort to reduce capital expenditures outside of their core business and benefit from our technical skill and expertise.

We believe that the U.S natural gas and oil industry is facing uncertainties and continued pressures from regulators and shifting sentiments from investors and other stakeholders, primarily related to broader adoption of emission reduction targets and other sustainability initiatives.

We believe that many customers prefer to outsource their compression infrastructure needs in an effort to reduce capital expenditures outside of their core business and benefit from our technical skill and expertise.

In recent years, the U.S natural gas and oil industry has faced uncertainties and pressures from regulators and shifting sentiments from investors and other stakeholders, primarily related to broader adoption of emission reduction targets and other sustainability initiatives.

Many energy companies, including some of our customers, have announced significant GHG emission reduction initiatives.

A growing number of our customers are evaluating potential opportunities in electric compression infrastructure and we are well positioned to support them in these strategic initiatives.

Approximately 84% of our existing compression assets are strategically deployed in the Permian Basin and Eagle Ford Shale, which are two of the most significant crude oil and associated gas basins in the U.S., which the EIA expects to maintain significant production volumes through at least 2050.

A number of our customers are implementing electric compression infrastructure and we are well positioned to support them in these strategic initiatives.

As stakeholder sentiments and the regulatory environment evolve under the new U.S.

presidential administration, the U.S.

natural gas and oil industry will continue to face unpredictability.

Approximately 82% of our existing compression assets are strategically deployed in the Permian Basin and Eagle Ford Shale, which are two of the most significant crude oil and associated gas basins in the U.S.

We believe these two regions possess some of the largest and lowest-cost unconventional resources bases in the U.S.

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LNG export projects in development, and overall LNG export capacity is expected to meaningfully grow over the next decade, in particular along the U.S.

We expect this growth in Gulf Coast LNG export capacity to translate into increasing Permian Basin and Eagle Ford Shale natural gas production growth, requiring substantial additional compression horsepower.

We believe these regions will play an increasingly important role in global energy security as the world continues to require reliable, affordable and sustainable natural gas and oil production to support increasing global energy demand.

We expect this growth in Gulf Coast LNG export capacity to translate into continued Permian Basin and Eagle Ford Shale natural gas production growth, requiring substantial additional compression horsepower.

We believe the U.S.

will play an increasingly important role in global energy security as the world continues to require reliable, affordable and sustainable natural gas and oil production to support increasing global energy demand.

See “Business—Compression Industry” for more information regarding natural gas compression industry trends.

Ultimately, the extent to which our business will be impacted by the factors described above, as well as future developments beyond our control, cannot be predicted with reasonable certainty.

However, we continue to believe in the long-term demand for our Compression Operations given the necessity of compression in gathering, processing and production of natural gas and centralized gas lift of oil.

However, we continue to believe in the long-term demand for our Contract Services given the necessity of compression in gathering, processing and production of natural gas and centralized gas lift of oil.

Recent Developments

Pending Merger with CSI Compressco

On December 19, 2023, we entered into the Merger Agreement pursuant to which we agreed to acquire 100% of the issued and outstanding partnership interests of CSI Compressco in an all-equity transaction.

In connection with closing of the Merger, we intend to (i) repay all amounts outstanding under CSI Compressco's existing (a) Loan and Security Agreement, dated as of June 29, 2018, as amended, (b) Loan, Security and Guaranty Agreement, dated as of January 29, 2021, as amended, and to terminate such agreements and any security interests and guarantees in connection therewith and (ii) call for redemption, contingent upon consummation of the Merger, CSI Compressco's existing (a) 7.50% First Lien Notes due 2025 and (b) 10.00%/10.75% Second Lien Notes due 2026 and to terminate any security interests and guarantees in connection therewith.

We expect to close the Merger in the second quarter of 2024, subject to the satisfaction of customary closing conditions, although we cannot assure you that we will complete the Merger on the terms contemplated or at all.

Third Amendment to Fourth Amended and Restated Credit Agreement

On January 22, 2024, Kodiak entered into the Third Amendment to the Fourth Amended and Restated Credit Agreement, dated as of March 22, 2023 (the “ABL Credit Agreement”) by and among Kodiak, the Issuer, certain subsidiaries of Kodiak as guarantors, certain financial institutions as lenders and JPMorgan Chase Bank, N.A., as administrative agent.

The Third Amendment, among other things, amended certain provisions of the ABL Credit Agreement (i) to accommodate the consummation of the transactions contemplated by the Merger Agreement and (ii) to account for the Company’s organizational structure after giving effect to the transactions contemplated by the Merger Agreement.

In addition, the Third Amendment amended the ABL Credit Agreement to (i) increase the maximum secured leverage ratio (calculated based on the ratio of Senior Secured Debt to EBITDA, each as defined in the ABL Credit Agreement), which will begin to be tested after we issue any unsecured indebtedness, to (x) 3.75 to 1.00 for the first four fiscal quarters after we issue any unsecured indebtedness and (y) 3.25 to 1.00 for each fiscal quarter thereafter, (ii) modify the triggers for commencing a “cash dominion” period (i.e., a period when the Administrative Agent applies proceeds in our deposit accounts to reduce borrowings under the ABL Facility) such that a “cash dominion” period will commence when

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availability under the ABL Facility is less than $125 million for five consecutive business days or if certain types of events of default occur (although this change will effectively be unwound if the Merger does not occur on or prior to the Reversion Date (as defined in the ABL Credit Agreement)), (iii) include customary provisions relating to the designation of “unrestricted subsidiaries” (i.e., subsidiaries that are not required to become loan parties or be bound by the covenants contained in the ABL Credit Agreement), (iv) provide that only material domestic restricted subsidiaries are required to become guarantors and collateral grantors under the ABL Facility and (v) permit the Company and its restricted subsidiaries to incur additional indebtedness and liens and to make additional investments, dividends, distributions, redemptions and dispositions.

2029 Notes Indenture

On February 2, 2024, Kodiak Gas Services, LLC, a wholly owned subsidiary of Kodiak Gas Services, Inc., (“Kodiak Services”), issued $750,000,000 aggregate principal amount of Kodiak Services’ 7.250% senior notes due 2029 (the “Notes”), pursuant to an indenture, dated February 2, 2024 (the “Indenture”), by and among Kodiak Services, Kodiak, certain other subsidiary guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee.

The net proceeds from the offering of the Notes were used to repay a portion of the outstanding indebtedness under the ABL Facility and to pay related fees, costs, premiums and expenses in connection therewith and with the closing of the Company’s previously announced acquisition of CSI Compressco (the “CSI Acquisition”).

In connection with closing of the CSI Acquisition, the Company intends, using proceeds from additional draws on the ABL Facility, to repay, terminate and/or redeem all of CSI Compressco’s existing long-term indebtedness.

CSI Acquisition

On April 1, 2024, we completed the CSI Acquisition, pursuant to the terms of the Merger Agreement.

CSI Compressco unitholders received 0.086 shares of common stock for each CSI Compressco common unit owned.

The Electing Unitholders received 0.086 OpCo Units representing economic interests in Kodiak Services (along with an equal number of shares of non-economic voting preferred stock of Kodiak) for each CSI Compressco common unit they held.

At the option of the holder, each OpCo Unit is redeemable for one share of our common stock (along with cancellation of a

corresponding share of preferred stock of Kodiak), following a 180 day post-closing lock-up period and subject to certain conditions.

Offerings and Share Repurchases

On September 11, 2024, Frontier TopCo Partnership, L.P.

(“Kodiak Holdings”), an affiliate of EQT AB and holder of record of Kodiak Gas Services, Inc.

common stock, sold 7,000,000 shares of common stock to the public pursuant to an underwritten offering (the “September Secondary Offering”).

We did not receive any proceeds from the September Secondary Offering.

On September 11, 2024, we also repurchased 1,000,000 shares from Kodiak Holdings in a private transaction (the “September Share Repurchase”).

The September Share Repurchase was consummated at a price of $25.00 per share for an aggregate purchase price of $25.0 million.

The shares of common stock purchased in the September Share Repurchase were recorded as treasury stock.

In November 2024, the Board of Directors at Kodiak (the "Kodiak Board") approved a share repurchase program to buy up to an aggregate of $50 million of our outstanding common stock (the “Share Repurchase Program”).

The Share Repurchase Program commenced on November 13, 2024 and expires on December 31, 2025.

We expect shares to be acquired from time to time in open-market transactions or through privately negotiated transactions at our discretion, subject to market conditions, applicable legal requirements and other relevant factors.

We expect any purchases to be funded by cash on hand, cash flow from operations and short-term borrowings.

As of December 31, 2024, 434,783 shares have been repurchased under the Share Repurchase Program as further detailed below.

On November 18, 2024, Kodiak Holdings, sold 6,565,217 shares of common stock to the public pursuant to an underwritten offering (the “November Secondary Offering”).

We did not receive any proceeds from the November Secondary Offering.

On November 18, 2024, we repurchased 434,783 shares from Kodiak Holdings in a private transaction (the “November Share Repurchase”) pursuant to the Share Repurchase Program.

The November Share Repurchase was consummated at a price of $34.50 per share for an aggregate purchase price of $15.0 million.

The shares of common stock purchased in the November Share Repurchase were recorded as treasury stock.

On December 12, 2024, Kodiak Holdings sold 5,500,000 shares of common stock to the public pursuant to an underwritten offering (the "December Secondary Offering").

We did not sell any shares of common stock nor did we receive any proceeds from the December Secondary Offering.

The December Secondary Offering closed on December 13, 2024.

On September 12, 2024, the Company sold certain property, plant and equipment and other assets in the U.S as well as our legal entity in Canada to a third-party buyer.

The majority of the operations were included in the Contract Services segment through the date of sale.

At the disposal date, total net assets sold were approximately $18.0 million, consisting primarily of compression equipment, inventory, and other assets.

Upon disposition, we incurred a loss of approximately $7.0 million included in loss (gain) on sale of assets in our consolidated statement of operations for the year ended December 31, 2024.

On December 9, 2024, we sold certain assets and our legal entity in Argentina.

The transaction constituted the sale of a business for accounting purposes.

Total assets sold primarily consisted of approximately $10.8 million in property, plant and equipment, $2.7 million in accounts receivable, and $2.2 million in inventory.

We recognized a loss of $13.6 million, which is included in loss (gain) on sale of assets in our consolidated statements of operations for the year ended December 31, 2024.

2024 Operational Highlights

The following table summarizes certain horsepower, unit count and horsepower utilization percentages for our fleet for the periods presented.

As of December 31, Percentage Change

Operating Data (at year end):

The following table summarizes certain horsepower, unit count and fleet utilization percentages for our fleet for the periods presented.

As of December 31, % Change

Operating Data:

Fleet horsepower (1)

4,402,747 3,261,661 35.0 %

Revenue-generating horsepower (2)

4,250,499 3,258,951 30.4 %

Fleet compression units 5,069 3,078 64.7 %

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Revenue-generating horsepower per revenue-generating compression unit (3)

Horsepower utilization (4) 99.9 % 99.9 % — %

(1) Fleet horsepower includes revenue-generating horsepower and idle horsepower, which are comprised of compression units that do not have a signed contract or are not subject to a firm commitment from our customer and therefore are no longer generating revenue.

Fleet horsepower excludes 33,020 and 58,645 of non-marketable or obsolete horsepower as of December 31, 2023 and 2022, respectively.

926 1,064 (13.0) %

Fleet utilization (4)

96.5 % 99.9 % (3.4) %

Fleet horsepower includes (x) revenue-generating horsepower and (y) idle horsepower, which is comprised of compression units that do not have a signed contract or are not subject to a firm commitment from our customer and therefore are not currently generating revenue.

Revenue-generating horsepower includes compression units that are operating under contract and generating revenue and compression units which are available to be deployed and for which we have a signed contract or are subject to a firm commitment from our customer.

Calculated as (i) revenue-generating horsepower divided by (ii) revenue-generating compression units at period end.

(4) Horsepower utilization is calculated as (i) revenue-generating horsepower divided by (ii) fleet horsepower.

The 4.1% and 4.1% increase in fleet horsepower and revenue-generating horsepower, respectively, were primarily attributable to the purchase and deployment of new compression units through organic growth with our existing customer base as well as select new customers in the key regions in which we operate.

The 2.6% increase in revenue-generating horsepower per revenue-generating compression unit was due to the purchase and deployment of new, large horsepower units.

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Fleet utilization is calculated as (i) revenue-generating horsepower divided by (ii) fleet horsepower.

The 35.0% and 30.4% increases in fleet horsepower and revenue-generating horsepower, respectively, were primarily attributable to the compression assets acquired in the CSI Acquisition and the purchase and deployment of new compression units.

The 13.0% decrease in revenue-generating horsepower per revenue-generating compression unit was due to units acquired as part of the CSI Acquisition having, on average, less horsepower.

Financial Results of Operations

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

The following table presents selected financial and operating information for the periods presented (in thousands) :

Year Ended December 31,

Compression Operations $ 735,605 $ 654,957 12.3 %

Contract Services $ 1,034,173 $ 735,605 40.6 %

Other Services 125,138 114,776 9.0 %

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Cost of operations (exclusive of depreciation and amortization shown below):

Compression Operations 257,092 225,715 13.9 %

Contract Services 355,016 257,092 38.1 %

Other Services 103,360 93,779 10.2 %

Depreciation and amortization 260,272 182,869 42.3 %

Long-lived asset impairment 9,921 — 100.0 %

Selling, general and administrative 151,680 73,308 106.9 %

Gain on sale of capital assets (777) (874) (11.1) %

Loss (gain) on sale of assets 29,612 (777) n/m

Total operating expenses 909,861 606,271 50.1 %

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Other income (expenses):

Interest expense, net (222,514) (165,867) 34.2 %

Loss on extinguishment of debt (6,757) — n/m

Interest expense (197,144) (222,514) (11.4) %

Loss on extinguishment of debt — (6,757) (100.0) %

Gain on derivatives 24,017 20,266 18.5 %

Other (expense) income, net (415) 31 n/m

Total other expenses (173,542) (208,974) (17.0) %

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Net income 50,334 20,066 150.8 %

Net income attributable to noncontrolling interests 439 — 100.0 %

Net income attributable to common shareholders $ 49,895 $ 20,066 148.7 %

Revenues and Sources of Income

Compression Operations

Compression Operations revenue increased $80.6 million (12.3%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Substantially all, or $80.6 million, of the increase was the result of an increase in average revenue-generating horsepower as a result of increased demand for our Compression Operations and due to an increase in average revenue per revenue-generating horsepower per month.

Contract Services

Contract Services revenue increased $298.6 million, or 40.6%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This was primarily due to incremental revenues associated with the CSI Acquisition, which accounted for approximately 22% of consolidated revenue for the year ended December 31, 2024.

The remainder of the increase in Contract Services is due to an increase in revenue-generating horsepower and an increase of $6.5 million related to gas treating and cooling services.

Other Services

Other Services revenue increased $61.8 million (116.7%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This increase was primarily due to a $51.4 million increase in revenues from station construction services driven primarily by increases in demand and scope of station projects, and a $10.4 million increase in revenue from sales of parts and service, driven by increased customer demand.

Other Services revenue increased $10.4 million, or 9.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This increase was primarily due to incremental revenues associated with the CSI Acquisition, increased parts sales, increased freight and crane charges related to mobilization of units, increased maintenance and overhaul services, and increased other field services.

These increases were offset by a decrease in revenues from station construction services resulting from reduced scope of station projects during the year ended December 31, 2024.

Operating Costs and Other Expenses

Compression Operations

Compression Operations expenses increased $31.4 million (13.9%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This increase was primarily due to a $14.0 million increase in direct expenses, driven by increases in pricing and volume of lubricant oil and coolant and parts to support increased activity, a $11.9 million increase

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in direct labor expenses related to increased headcount and salaries, a $6.4 million increase in indirect expenses;

partially offset by a $0.9 million decrease in freight and crane charges that are directly reimbursable by our customers.

Contract Services

Contract Services expenses increased $97.9 million, or 38.1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This increase was primarily due to an $87.3 million increase in direct labor expenses related to increased headcount and salaries, a $13.0 million increase in lubricant oil and coolant, a $12.9 million increase in parts used in support of our operations, and a $2.5 million increase in gas treating expenses.

The majority of incremental costs were attributable to the CSI Acquisition.

These increases were partially offset by a $17.2 million decrease in indirect expenses and a $0.8 million decrease in sales and use tax accrual related to parts purchases.

Other Services

Other Services expense increased $52.1 million (125.2%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This increase was primarily due to a $43.0 million increase in expenses from station construction services, driven primarily by increases in demand and scope of station projects, and $9.1 million from sales of parts and service, driven by increased customer demand.

Other Services expenses increased $9.6 million, or 10.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This increase was primarily due to costs associated with increased parts sales, increased freight and crane charges related to mobilization of units, increased maintenance and overhaul services, and increased other field services.

These increases were offset by decreases in station construction service expenses.

Depreciation and Amortization

Depreciation and Amortization increased $8.4 million (4.8%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This was primarily due to an increase in compression equipment purchased, which resulted in increased depreciation associated with that equipment.

Depreciation and amortization increased $77.4 million, or 42.3%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This was primarily due to an increase in compression equipment and intangible assets acquired through the CSI Acquisition, which resulted in increased depreciation and amortization associated with those assets.

Long-lived Asset Impairment

Triggering events related to a group of non-operating compression units associated with a certain customer in bankruptcy indicated the carrying value of the assets may not be recoverable.

As a result, we recorded an impairment of compression equipment of $9.9 million for the year ended December 31, 2024.

No impairment was recorded for the year ended December 31, 2023.

Selling, General and Administrative

Selling, General and Administrative expenses increased $28.4 million (63.3%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This was primarily due to a $7.5 million increase in professional fees mainly related to transactions costs, a $7.1 million increase in bad debt expense related to expected credit losses from a customer in bankruptcy experiencing financial distress, a $6.6 million increase in labor and benefits, mainly related to increased headcount and salaries, a $4.9 million increase in stock compensation expense related to equity compensation plans, and a $2.3 million increase in other overhead expenses, primarily as a result of higher insurance, office expenses, and other related administrative costs.

Interest Expense, Net

Interest Expense, Net increased $56.6 million (34.2%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This is primarily due to (i) an increase in borrowings under the ABL Facility and Term Loan, of which $825 million was related to the May 2022 recapitalization (as discussed in Note 9 (“Debt and Credit Facilities”) to the Consolidated Financial Statements included elsewhere in this Annual Report) and (ii) increased effective interest rates on the ABL Facility and Term Loan.

This was partially offset by the extinguishment of the Term Loan in July 2023.

Selling, general and administrative expenses increased $78.4 million, or 106.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This was primarily due to a $29.0 million increase in professional fees mainly related to transactions costs associated with the CSI Acquisition, a $24.8 million increase in labor and benefits, mainly related to increased headcount and salaries, an $11.7 million increase in stock compensation expense related to equity compensation plans, an $8.9 million increase in software expense, and a $6.4 million increase in other overhead expenses, mostly consisting of insurance and facility expenses.

These increases were offset by a $2.4 million decrease in bad debt expense related to expected credit losses.

Loss (Gain) on Sale of Assets

For the year ended December 31, 2024, we recognized a $29.6 million net loss on the sale of certain property, plant and equipment and other assets in the U.S.

and the sale of our Canada and Argentina entities to third-party buyers.

This compared to a $0.8 million net gain for the year ended December 31, 2023 from the sale of capital assets.

Interest Expense

Interest expense decreased $25.4 million, or 11.4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This decrease was primarily due to lower average borrowings on the ABL Facility and 2029 Senior Notes during the year as compared to the ABL Facility and Term Loan during the year ended December 31, 2023.

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt increased $6.8 million related to the write off of debt issuance costs and other fees as a result of the extinguishment of the Term Loan for the year ended December 31, 2023.

During the year ended December 31, 2023, we recognized a $6.8 million loss on extinguishment of debt related to the write off of debt issuance costs and other fees as a result of the extinguishment of the Term Loan.

No such loss was recognized in the year ended December 31, 2024.

Gain on Derivatives

Gain on Derivatives decreased $62.9 million (75.6%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This is primarily related to a $25.8 million settlement on the termination of derivatives attributable to the Term Loan and $37.4 million cash received on derivative settlements on our interest rate swaps and collars, offset by a decrease in the change in fair value of the derivatives of $42.9 million for the year ended December 31, 2023 due to a decrease in the long-term Secured Overnight Financing Rate (“SOFR”) and LIBOR yield curves as compared to a $4.2 million cash paid on derivatives on our interest rate swaps and collars, offset by an increase in the change in fair value of derivatives of $87.4 million, for the year ended December 31, 2022, due to an increase in the long-term SOFR and LIBOR yield curves.

Gain on derivatives increased $3.8 million, or 18.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This is primarily related to $25.3 million in cash received on derivatives offset by a decrease in the fair value of derivatives of $1.2 million for the year ended December 31, 2024 due to a decrease in the long-term Secured Overnight Financing Rate (“SOFR”) yield curve, as compared to a $25.8 million settlement on the termination of derivatives attributable to the Term Loan and $37.4 million in cash received on derivative settlements on our interest rate collars, offset by a decrease in the change in fair value of the derivatives of $42.9 million for the year ended December 31, 2023 due to a decrease in the long-term SOFR and LIBOR yield curves.

Income Tax Expense

Income Tax Expense decreased by $18.0 million (54.5%) for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This was primarily due to a decrease in pre-tax income of $104.2 million for the year ended December 31, 2023 compared to pre-tax income for the year ended December 31, 2022.

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Income tax expense increased by $10.5 million, or 69.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This was primarily due to an increase in pre-tax income of $40.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Liquidity and Capital Resources

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Our cash flow is affected by numerous factors including prices and demand for our compression infrastructure assets and services, conditions in the financial markets and various other factors.

We believe cash generated by operating activities will be sufficient to service our debt, fund working capital, fund our estimated capital expenditures and, as our board of directors may determine from time to time in its discretion, pay dividends.

We believe cash generated by operating activities will be sufficient to service our debt, fund working capital, fund our estimated capital expenditures and, as our Board may determine from time to time in its discretion, pay dividends.

Cash Requirements

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• Growth Capital Expenditures:

(1) capital expenditures made to expand the operating capacity or operating income capacity of assets by acquisition of additional compression units, (2) capital expenditures made to maintain the operating capacity or operating income capacity of assets by acquisition of replacement compression units and (3) capital expenditures on assets required to operate the business but not including compression units—such as trucks, wash trailers, crane trucks, leasehold improvements, technology hardware and software and related implementation expenditures, furniture and fixtures, and other general items that are typically capitalized and that have a useful life beyond one year.

(1) capital expenditures made to expand the operating capacity or operating income capacity of assets by acquisition of additional compression units, (2) capital expenditures made to maintain the operating capacity or operating income capacity of assets by acquisition of replacement compression units, (3) capital expenditures made to expand the operating capacity or operating income capacity of assets for existing compression units and (4) capital expenditures on assets required to operate the business but not including compression units—such as trucks, wash trailers, crane trucks, leasehold improvements, technology hardware and software and related implementation expenditures, furniture and fixtures, and other general items that are typically capitalized and that have a useful life beyond one year.

We make capital expenditures not related to our compression units (as described in clause (4) above) if and when necessary to support the operations of our revenue-generating horsepower.

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We utilize a disciplined and systematic asset management program whereby we perform major unit overhauls and engine replacements on a defined schedule based on hours of operation.

As a result, our maintenance capital expenditures may vary considerably from year to year based on when such assets were added to the fleet.

As a result, our maintenance capital expenditures may vary considerably from year to year based on when such assets were

added to the fleet.

Maintenance capital expenditures along with regularly scheduled preventive maintenance expenses are typically sufficient to sustain the operating capacity of our assets over the full expected useful life of the compression units.

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For the year ended December 31, 2024, growth capital expenditures were $286.0 million and maintenance capital expenditures were $66.2 million.

For the year ended December 31, 2022, growth capital expenditures were $213.0 million and maintenance capital expenditures were $48.3 million.

The decrease in growth capital expenditures was primarily related to an adjustment to our capital allocation framework in conjunction with the Company's IPO and subsequent desire to pay a regular dividend.

The decrease in maintenance capital expenditures was primarily a result of a decrease in scheduled unit overhauls that occurred based on the age and operating hours of such units.

Our board of directors may elect to declare cash dividends on our common stock, subject to our compliance with applicable law, and depending on, among other things, economic conditions, our financial condition, results of operations, projections, liquidity, earnings, legal requirements, and restrictions in the agreements governing our indebtedness (as further discussed herein).

If and to the extent our board of directors were to declare a cash dividend to our stockholders, we expect the dividend to be paid from our Discretionary Cash Flow.

The timing, amount and financing of dividends, if any, will be subject to the discretion of our board of directors from time to time.

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On October 24, 2023, our board of directors declared a quarterly cash dividend that was paid on November 10, 2023 to all stockholders of record as of the close of business on November 3, 2023.

Subsequently, on January 29, 2024 our board of directors declared a quarterly cash dividend that was paid on February 23, 2024 for stockholders of record as of the close of business on February 16, 2023.

This compares to growth capital expenditures of $184.5 million and maintenance capital expenditures of $37.0 million for the year ended December 31, 2023.

The increase in growth capital expenditures includes a $22.0 million non-cash sales tax accrual on compression equipment purchases related to audits we are undergoing with the state of Texas.

The remaining amounts were primarily related to a larger amount of new horsepower acquired in 2024, an increase in unit growth capital expenditures to upgrade and revamp a large number of units acquired in the CSI Acquisition, and significant investment in compression support equipment to accommodate a far larger fleet compared to the prior year.

The increase in maintenance capital expenditures was primarily due to expenditures on the assets acquired in the CSI Acquisition since closing on April 1, 2024 and an increase in unit overhauls scheduled based on the age and operating hours of such units.

Our Board may elect to declare cash dividends on our common stock, subject to our compliance with applicable law, and depending on, among other things, economic conditions, our financial condition, results of operations, projections, liquidity, earnings, legal requirements, and restrictions in the agreements governing our indebtedness (as further discussed herein).

If and to the extent our Board were to declare a cash dividend to our stockholders, we expect the dividend to be paid from our Discretionary Cash Flow.

On February 3, 2025, our Board declared a quarterly dividend of $0.41 per share of common stock, or approximately $36.0 million, which was paid on February 21, 2025 to stockholders of record at the close of business on February 14, 2025.

The declaration and payment of future dividends will be at the discretion of the Board and will depend on future business conditions, financial conditions, results of operations and other factors.

Based on current circumstances, we expect to continue to pay comparable cash dividends in the foreseeable future.

Over the long-term, we expect to fund any dividends and our budgeted growth capital expenditures using our Discretionary Cash Flow.

In the event our Discretionary Cash Flow is insufficient for the purpose of funding any such dividends and our budgeted growth capital expenditures for such period, we may fund such shortfall (i) with additional borrowings under our ABL Facility, which as of December 31, 2023 had $354.9 million available (subject to the requirement that our availability, in the case of dividends under the ABL Facility exceeds the greater of (x) 10% of the total commitments under the facility of $2.2 billion or (y) $200 million) or (ii) reduce our growth capital expenditures for such period.

In the event our Discretionary Cash Flow is insufficient for the purpose of funding any such dividends and our budgeted growth capital expenditures for such period, we may fund such shortfall (i) with additional borrowings under our ABL Facility, which as of December 31, 2024 had $322.5 million available (subject to the requirement that our availability, in the case of dividends, under the ABL Facility (calculated on a pro forma basis after giving effect to such Specified Transaction) is not less than $125,000,000) or (ii) reduce our growth capital expenditures for such period.

Any such additional borrowings under our ABL Facility will result in an increase in our interest expense for such period.

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Our material contractual obligations as of December 31, 2024 consisted of the following:

• Long-term debt of $1.8 billion, which is due in March 2028;

• Long-term debt of $2.6 billion;

• Purchase commitments of $168.8 million, all of which are expected to be settled within the next twelve months;

primarily consisting of future commitments to purchase new compression units ordered but not received.

See Note 13 (“ Commitments and Contingencies ”) to the Consolidated Financial Statements included elsewhere in this Annual Report.

Our material contractual obligations as of December 31, 2022 consisted of the following:

• Long-term debt of $2.7 billion.

Of such amount, $1.8 billion was outstanding under our ABL Facility and was, as of December 31, 2022, due in 2024.

In March 2023, the maturity of the ABL Facility was extended to March 2028.

The remainder of such amount was outstanding under our prior Term Loan, which was, as of December 31, 2022, due in 2027.

In March 2023, the maturity of our prior Term Loan was extended to September 2028, and then was partially paid off with proceeds from the consummation of our IPO and remaining outstanding indebtedness novated and assumed by an affiliate of Kodiak Holdings in July 2023;

• Purchase commitments of $166.9 million due within 12 months, that primarily consist of commitments to purchase compression units.

See Note 13 (“ Commitments and Contingencies ”) to the Consolidated Financial Statements included elsewhere in this Annual Report.

Commitments and Contingencies to the consolidated financial statements included elsewhere in this Annual Report.

Other Commitments

As of December 31, 2023, other commitments include operating lease payments totaling $34.5 million.

As of December 31, 2022, other commitments include operating lease payments totaling $9.8 million.

As of December 31, 2024, other commitments include future operating and finance lease payments totaling $89.0 million.

Sources of Cash

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Net cash used in investing activities (292,468) (218,421) (74,047)

Net cash (used in) provided by financing activities (62,774) 23,172 (85,946)

Net increase (decrease) in cash and cash equivalents $ (14,869) $ (8,364) $ (6,505)

Net cash used in financing activities (36,331) (62,774) 26,443

Net decrease in cash and cash equivalents $ (812) $ (14,869) $ 14,057

Operating Activities

The $46.5 million increase in cash provided by operating activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to a $58.9 million increase in Adjusted Gross Margin, an increase in cash

Table of Conten ts

received on derivatives of $67.4 million and an increase in various working capital accounts of $0.7 million;

partially offset by an increase in cash interest of $73.2 million and an increase in cash taxes of $7.6 million.

The $61.7 million increase in cash provided by operating activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a $124.0 million increase in operating items, namely depreciation and amortization, taxes and equity compensation, and a $5.3 million increase in income from operations.

These increases were offset by a $55.9 million increase in cash used for working capital, primarily due to an increase in accounts receivable and a $37.9 million decrease in cash received on derivatives.

Investing Activities

The $33.0 million decrease in cash used in investing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to a $28.3 million decrease in growth capital expenditures and an $11.3 million decrease in maintenance capital expenditures, offset by a $6.6 million decrease in proceeds from sale of property, plant and equipment.

The $74.0 million increase in cash used in investing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a $117.2 million increase in in capital expenditures, net of accrued capital expenditures.

This was partially offset by a $33.6 million increase in proceeds on sale of assets and by cash provided by investing activities related to a $9.5 million increase in cash acquired related to the CSI Acquisition.

Financing Activities

The $85.9 million increase in cash used in financing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to a decrease in borrowings on debt instruments of $593.8 million, an increase in payments on debt instruments of $519.1 million, an increase in dividends paid to stockholders of $29.8 million, an increase in offering costs of $10.0 million, an increase in payments of debt issuance cost of $5.0 million, and an increase in payment related to loss on extinguishment of debt of $1.8 million.

This was offset by an increase in net proceeds from the IPO of $277.8 million and a decrease in equity distribution of $795.7 million.

The $26.4 million decrease in cash used in financing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a $42.3 million decrease in distributions to parent, a $16.5 million decrease in payments of debt issuance costs, and a $8.9 million decrease in cash payments related to offering costs, offset by a $104.1 million increase in dividends paid to stockholders, a $40.0 million increase in share repurchases, a $5.6 million increase in principal payments on other borrowings, a $5.5 million increase in distributions to noncontrolling interests, and a $2.8 million increase in cash paid for shares withheld to cover taxes.

These uses of cash were offset by a $390.7 million increase in net borrowings over payments on debt instruments and $277.8 million decrease in proceeds from the initial public offering.

Description of Indebtedness

As of January 1, 2022, a wholly owned subsidiary of Kodiak had an ABL Facility with unaffiliated secured lenders and JPMorgan Chase Bank, N.A., as administrative agent.

As of January 1, 2022, Kodiak Services had an ABL Facility with unaffiliated secured lenders and JPMorgan Chase Bank, N.A., as administrative agent.

On March 22, 2023, wholly owned subsidiaries of Kodiak entered into the ABL Credit Agreement, whereby the total facility (among other things) was increased to $2.2 billion and certain changes were made to our financial covenants and maturity date.

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The maturity date of the ABL Facility is March 22, 2028.

See Note 9 (“Debt and Credit Facilities”) to the Consolidated Financial Statements included elsewhere in this Annual Report.

Debt and Credit Facilities to the consolidated financial statements included elsewhere in this Annual Report.

The ABL Credit Agreement requires that we meet certain financial ratios.

Commencing with the first fiscal quarter ended December 31, 2023, we must maintain an interest coverage ratio (as defined in the ABL Credit Agreement) of not less than 2.50 to 1.00, determined as of the last day of each fiscal quarter.

Additionally, our Leverage Ratio (as defined in the ABL Credit Agreement), determined quarterly as of the last day of each fiscal quarter, may not exceed (i) 5.25 to 1.00 for the fiscal quarters ending September 30, 2023 and December 31, 2023, (ii) 5.00 to 1.00 for the fiscal quarter ending March 31, 2024, (iii) 4.75 to 1.00 for the fiscal quarter ending June 30, 2024, and (iv) 4.50 to 1.00 for each fiscal quarter ending on or after September 30, 2024.

Pursuant to the ABL Credit Agreement, the Company must comply with certain restrictive covenants, including a minimum interest coverage ratio of 2.5x and a maximum Leverage Ratio (calculated based on the ratio of Total Indebtedness to EBITDA, each as defined in the ABL Credit Agreement), and beginning for the quarter ended June 30, 2024, a Secured Leverage Ratio (calculated based on the ratio of Senior Secured Debt to EBITDA).

Leverage Ratio is (i) 5.75 to 1.00 through the fiscal quarter ending March 31, 2025 and (ii) 5.25 to 1.00 for each fiscal quarter thereafter.

The maximum Secured Leverage Ratio is (i) 3.75 to 1.00 through the fiscal quarter ending March 31, 2025 and (ii) 3.25 to 1.00 for each fiscal quarter thereafter.

All obligations under the ABL Facility are collateralized by essentially all the assets of the Company.

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The applicable interest rate under the ABL Facility is (i) in the case of SOFR-based borrowings, the Term SOFR or Daily Simple SOFR rate then in effect (subject to a floor of 0%) plus 0.10% plus a spread that depends on our Leverage Ratio as of the most recent determination date ranging from 2.00% if our Leverage Ratio is less than or equal to 3.00:1.00 to 3.00% if our Leverage Ratio is greater than 5.50:1.00 and (ii) in the case of prime rate-based borrowings, the prime rate (subject to a floor of 2.5%) plus a spread that depends on our Leverage Ratio as of the most recent determination date ranging from 1.00% if our Leverage Ratio is less than or equal to 3.00:1.00 to 2.00% if our Leverage Ratio is greater than 5.50:1.00.

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The applicable interest rates as of December 31, 2023 were 10.00% (prime rate plus 2.00%) and 8.50% (Term SOFR rate plus 0.10% plus 2.75%).

The applicable interest rates as of December 31, 2022 were 9.50% (prime rate plus 2.00%) and 7.60% (Term SOFR rate plus 0.10% plus 3.00%).

We pay an annualized commitment fee of 0.25% on the unused portion of our ABL Facility if borrowings are greater than 50% of total commitments and 0.50% on the unused portion on the ABL Facility if borrowings are less than 50% of total commitments.

Depending on the loan type elected by the Company, interest accrues based on variable rates of SOFR plus an applicable rate ranging from 2% to 3% or prime rate plus an applicable rate ranging from 1% to 2% depending on the type of loan and the leverage ratio.

The weighted average interest rate as of December 31, 2024 and 2023, was 6.8% and 8.8%, respectively, excluding the effect of interest rate swaps.

The Company pays an annualized commitment fee of 0.25% on the unused portion of its ABL Facility if borrowings are greater than 50% of total commitments and 0.50% on the unused portion of the ABL Facility if borrowings are less than 50% of total commitments .

Third Amendment to ABL Credit Agreement

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The Third Amendment, among other things, amended certain provisions of the Existing ABL Credit Agreement (i) to accommodate the consummation of the transactions contemplated by the Merger Agreement and (ii) to account for Kodiak’s organizational structure after giving effect to the transactions contemplated by the Merger Agreement.

See Note 21 (“Subsequent Events”) for additional disclosures.

In addition, the Third Amendment amended the ABL Facility to (i) update the maximum secured leverage ratio to (x) 3.75 to 1.00 for the first four fiscal quarters after the Company issues any unsecured indebtedness and (y) 3.25 to 1.00 for each fiscal quarter thereafter, (ii) modify the triggers for commencing a “cash dominion” period (i.e., a period when the administrative agent applies proceeds in the deposit accounts to reduce borrowings under the ABL Credit Agreement)}, such that a “cash dominion” period will commence if availability under the ABL Credit Agreement is less than $125 million for more than five consecutive business days or if certain types of events of default occur, (iii) include customary provisions relating to the designation of “unrestricted subsidiaries” (i.e., subsidiaries that are not required to become loan parties or be bound by the covenants contained in the ABL Credit Agreement), (iv) provide that only material domestic restricted subsidiaries are required to become guarantors and collateral grantors under the ABL Facility, and (v) permit the Company and its restricted subsidiaries to incur additional indebtedness and liens and to make additional investments, dividends, distributions, redemptions and dispositions.

As of January 1, 2022, a wholly owned subsidiary of Kodiak had a $400 million Term Loan pursuant to a credit agreement with unaffiliated unsecured lenders and Wells Fargo Bank, N.A., as administrative agent.

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As a result, the Company is no longer a borrower or guarantor under, nor otherwise obligated with respect to the debt outstanding under the Term Loan.

2029 Notes Indenture

On February 2, 2024, Kodiak Services issued $750,000,000 aggregate principal amount of 7.250% senior notes due 2029 (the “Notes”), pursuant to an indenture, dated February 2, 2024 (the “Indenture”), by and among Kodiak Services, Kodiak Gas Services, Inc., certain other subsidiary guarantors party thereto and U.S.

2029 Senior Notes

On February 2, 2024, Kodiak Services issued $750 million aggregate principal amount of 7.250% senior notes due 2029 (the “Notes”), pursuant to an indenture, dated February 2, 2024 (the “Indenture”), by and among Kodiak Services, Kodiak Gas Services, Inc., certain other subsidiary guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee.

In the event that the Merger is not consummated on or prior to January 1, 2025, or at any time prior to January 1, 2025, the Merger Agreement is terminated without the consummation of the Merger, Kodiak Services will be required to redeem all of the Notes at a price equal to 100% of issue price of the Notes plus accrued and unpaid interest to, but excluding, the redemption date.

At any time prior to February 15, 2026, Kodiak Services may, on any one or more occasions, redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest, if any, up to, but not including, the redemption date.

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(“Fitch”) and no default under the Indenture exists, many of the foregoing covenants will terminate.

If Kodiak or Kodiak Services experiences certain kinds of changes of

Table of Conten ts

control and Moody’s, S&P or Fitch decreases their rating of the Notes as a result thereof within 60 days, holders of the Notes will be entitled to require Kodiak Services to repurchase all or any part of that holder’s notes at a price of 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of settlement.

If Kodiak or Kodiak Services experiences certain kinds of changes of control and Moody’s, S&P or Fitch decreases their rating of the Notes as a result thereof within 60 days, holders of the Notes will be entitled to require Kodiak Services to repurchase all or any part of that holder’s notes at a price of 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of settlement.

The Indenture also contains customary events of default.

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We have not designated any derivative instruments as hedges for accounting purposes and do not enter into such instruments for speculative or trading purposes.

See Note 10 (“Derivative Instruments”) to the Consolidated Financial Statements included elsewhere in this Annual Report.

Derivative Instruments to the consolidated financial statements included elsewhere in this Annual Report.

Parent Entity Distribution

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Adjusted Gross Margin and Adjusted Gross Margin Percentage

Adjusted Gross Margin is a non-GAAP financial measure.

Adjusted gross margin and adjusted gross margin percentage are considered non-GAAP financial measures.

We define adjusted gross margin as revenue less cost of operations, exclusive of depreciation and amortization expense.

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To compensate for the limitations of adjusted gross margin as a measure of our performance, we believe that it is important to consider gross margin determined under GAAP, as well as adjusted gross margin, to evaluate our operating profitability.

Table of Conten ts

Adjusted Gross Margin for Compression Operations

Adjusted Gross Margin

Contract Services

Year Ended December 31,

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Total revenues $ 1,034,173 $ 735,605

Cost of sales (excluding depreciation and amortization) (257,092) (225,715)

Cost of operations (exclusive of depreciation and amortization) (355,016) (257,092)

Depreciation and amortization (260,272) (182,869)

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Adjusted gross margin percentage 65.7% 65.1%

(1) Calculated using Adjusted Gross Margin for Compression Operations as a percentage of total Compression Operations revenues.

Adjusted Gross Margin for Other Services

Other Services

Year Ended December 31,

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Total revenues $ 125,138 $ 114,776

Cost of sales (excluding depreciation and amortization) (93,779) (41,636)

Cost of operations (exclusive of depreciation and amortization) (103,360) (93,779)

Depreciation and amortization — —

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Adjusted gross margin percentage 17.4% 18.3%

(1) Calculated using Adjusted Gross Margin for Other Services as a percentage of total Other Services revenues.

Adjusted EBITDA and Adjusted EBITDA Percentage

We define Adjusted EBITDA as net income (loss) before interest expense, net;

income tax expense (benefit);

Adjusted EBITDA and adjusted EBITDA percentage are considered non-GAAP measures.

We define adjusted EBITDA as net income (loss) before interest expense;

income tax expense;

and depreciation and amortization;

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(iii) equity compensation expense;

(iv) transaction expenses;

(v) loss (gain) on sale of assets;

and (vi) impairment of compression equipment.

(iv) severance expenses;

(v) transaction expenses;

(vi) loss (gain) on sale of assets;

and (vii) impairment of compression equipment.

We define adjusted EBITDA percentage as adjusted EBITDA divided by total revenues.

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• our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods and capital structure.

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We believe that adjusted EBITDA and adjusted EBITDA percentage provide useful information because, when viewed with our GAAP results and the accompanying reconciliation, they provide a more complete understanding of our performance than GAAP results alone.

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Management compensates for the limitations of adjusted EBITDA and adjusted EBITDA percentage as an analytical tool by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating this knowledge into management’s decision-making processes.

The following table reconciles net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA, its most directly comparable Non-GAAP financial measure, for each of the periods presented (in thousands) :

The following table reconciles adjusted EBITDA to net income, the most directly comparable GAAP financial measure, for each of the periods presented (in thousands) :

Year Ended December 31,

Net income $ 50,334 $ 20,066

Interest expense, net 222,514 165,867

Interest expense 197,144 222,514

Income tax expense 25,574 15,070

Depreciation and amortization 260,272 182,869

Long-lived asset impairment 9,921 —

Loss on extinguishment of debt — 6,757

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Equity compensation expense 17,658 5,914

Severance expense (1)

Transaction expenses (2)

Gain on sale of assets (777) (874)

Loss (gain) on sale of assets 29,612 (777)

Adjusted EBITDA $ 609,550 $ 438,148

Net income percentage

Adjusted EBITDA percentage 52.6 % 51.5 %

(1) For the years ended December 31, 2023 and 2022, there were $5.9 million and $1.0 million, respectively, of non-cash adjustments for equity compensation expense.

(2) Represents certain costs associated with non-recurring professional services, our equity owners’ expenses and other costs.

Table of Conten ts

The following table reconciles net cash provided by operating activities to Adjusted EBITDA for each of the periods presented (in thousands) :

For detailed footnote descriptions, refer to the annotations beneath the following table.

The following table reconciles adjusted EBITDA to net cash provided by operating activities for each of the periods presented (in thousands) :

Year Ended December 31,

Net cash provided by operating activities $ 327,987 $ 266,326

Interest expense, net 222,514 165,867

Interest expense 197,144 222,514

Income tax expense 25,574 15,070

Deferred tax provision (15,429) (7,863)

Cash (received) paid on derivatives (63,156) 4,247

Cash received on derivatives (25,251) (63,156)

Loss on extinguishment of debt — 2,398

Severance expense (1)

Transaction expenses (2)

Other(2) (25,622) (17,130)

(21,922) (25,622)

Change in operating assets and liabilities 78,395 22,480

Adjusted EBITDA $ 609,550 $ 438,148

(1) Represents certain costs associated with non-recurring professional services, our equity owners’ expenses and other costs.

Represents severance expense related to the CSI acquisition for the year ended December 31, 2024.

There were no such expenses for the year ended December 31, 2023.

Represents certain costs associated with non-recurring professional services and other costs, primarily related to the CSI Acquisition, for the year ended December 31, 2024.

Includes amortization of debt issuance costs, non-cash lease expense, provision for credit losses and inventory reserve.

Discretionary Cash Flow

Discretionary cash flow is considered a non-GAAP measure.

We define discretionary cash flow as net cash provided by operating activities less (i) maintenance capital expenditures;

(ii) gain (loss) on sale of property, plant and equipment;

(iii) certain changes in operating assets and liabilities;

and (iv) certain other expenses;

plus (x) cash loss on extinguishment of debt;

(ii) certain changes in operating assets and liabilities;

and (iii) certain other expenses;

plus (w) cash loss on extinguishment of debt;

(x) severance expenses;

and (y) transaction expenses.

We believe Discretionary Cash Flow is a useful liquidity and performance measure and supplemental financial measure for us in assessing our ability to pay cash dividends to our stockholders, make growth capital expenditures and assess our operating performance.

We believe discretionary cash flow is a useful liquidity and performance measure and supplemental financial measure for

us in assessing our ability to pay cash dividends to our stockholders, make growth capital expenditures and assess our operating performance.

Our ability to pay dividends is subject to limitations due to restrictions contained in our ABL Credit Agreement as further described elsewhere herein.

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Free Cash Flow

Free cash flow is considered a non-GAAP measure.

We define free cash flow as net cash provided by operating activities less (i) maintenance capital expenditures;

(ii) gain (loss) on sale of property, plant and equipment;

(iii) certain changes in operating assets and liabilities;

(iv) certain other expenses;

and (v) net growth capital expenditures;

plus (x) cash loss on extinguishment of debt;

(ii) certain changes in operating assets and liabilities;

(iii) certain other expenses;

and (iv) growth capital expenditures;

plus (w) cash loss on extinguishment of debt;

(x) severance expenses;

(y) transaction expenses;

and (z) proceeds from sale of property, plant and equipment.

and (z) proceeds from sale of assets.

We believe free cash flow is a liquidity measure and useful supplemental financial measure for us in assessing our ability to pursue business opportunities and investments to grow our business and to service our debt.

Free Cash Flow is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP, such as revenues, net income (loss), operating income (loss) or cash flows from operating activities.

Free cash flow is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP, such as revenues, net income, operating income (loss) or cash flows from operating activities.

Free Cash Flow as presented may not be comparable to similarly titled measures of other companies.

Table of Conten ts

The following table reconciles net cash provided by operating activities to discretionary cash flow, and free cash flow for each of the periods presented (in thousands):

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Maintenance capital expenditures (1)

(66,200) (36,990)

Loss on extinguishment of debt — 2,398

Severance expense (2)

Transaction expenses (3)

Gain on sale of property, plant and equipment (777) (874)

Change in operating assets and liabilities 78,395 22,480

Other(3) (11,289) (2,529)

(9,953) (12,066)

Discretionary cash flow $ 373,281 $ 248,149

Growth capital expenditures (5)(6)

Proceeds from sale of capital assets 1,449 8,082

(285,992) (184,487)

Proceeds from sale of assets 35,030 1,449

Free cash flow $ 122,319 $ 65,111

(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources —Cash Requirements —Capital Expenditures” for information regarding amounts designated as maintenance capital expenditures.

(2) Represents certain costs associated with non-recurring professional services, our equity owners’ expenses and other costs.

(3) Includes non-cash lease expense, provision for credit losses and inventory reserve.

(4) For the years ended December 31, 2023 and 2022, growth capital expenditures includes a $1.7 million increase and a $1.9 million increase in accrued capital expenditures, respectively.

(5) For the years ended December 31, 2023 and 2022, there were $26.6 million and $7.4 million of non-unit growth capital expenditures, respectively.

Remaining amounts for the years ended December 31, 2023 and 2022 represent growth capital expenditures to expand our compression fleet.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Requirements—Capital Expenditures” for information regarding amounts designated as growth capital expenditures.

Table of Conten ts

For detailed footnote descriptions, refer to the annotations beneath the following table.

The following table reconciles net income to discretionary cash flow and free cash flow for each of the periods presented (in thousands):

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Depreciation and amortization 260,272 182,869

Long-lived asset impairment 9,921 —

Change in fair value of derivatives 1,234 42,890

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Equity compensation expense 17,658 5,914

Severance expense (2)

Transaction expenses (3)

Gain on sale of property, plant and equipment (777) (874)

(Gain) loss on sale of assets 29,612 (777)

Maintenance capital expenditures (1)

(66,200) (36,990)

Discretionary cash flow $ 373,281 $ 248,149

Growth capital expenditures (5)(6)

Proceeds from sale of capital assets 1,449 8,082

(285,992) (184,487)

Proceeds from sale of assets 35,030 1,449

Free cash flow $ 122,319 $ 65,111

(1) For the years ended December 31, 2023 and 2022, there were $5.9 million and $1.0 million, respectively, of non-cash adjustments for equity compensation expense.

(2) Represents certain costs associated with non-recurring professional services, our equity owners’ expenses and other costs.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources —Cash Requirements —Capital Expenditures” for information regarding amounts designated as maintenance capital expenditures.

(4) For the years ended December 31, 2023 and 2022, growth capital expenditures includes a $1.7 million increase and a $1.9 million increase in accrued capital expenditures, respectively.

(5) For the years ended December 31, 2023 and 2022, there were $26.6 million and $7.4 million of non-unit growth capital expenditures, respectively.

Remaining amounts for the years ended December 31, 2023 and 2022 represent growth capital expenditures to expand our operating capacity.

Represents severance expense related to the CSI acquisition for the year ended December 31, 2024.

There were no such expenses for the year ended December 31, 2023.

Represents certain costs associated with non-recurring professional services and other costs, primarily related to the CSI Acquisition, for the year ended December 31, 2024.

Includes non-cash lease expense, provision for credit losses and inventory reserve.

Growth capital expenditures includes an $8.1 million increase and a $1.7 million increase in accrued capital expenditures for the years ended December 31, 2024 and 2023, respectively.

Growth capital expenditures includes a non-cash increase in the sales tax accrual on compression equipment purchases of $22.0 million and $1.0 million for the years ended December 31, 2024 and 2023, respectively.

These accrual amounts are estimated based on the best-known information as it relates to open audit periods with the state of Texas.

Commitments and Contingencies to our consolidated financial statements for additional details.

Critical Accounting Estimates

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The accounting estimates that we believe require management’s most difficult, subjective or complex judgments and are the most critical to its reporting of results of operations and financial position are as follows:

Business Combination

We account for acquisitions of businesses using the purchase method, which requires the allocation of the purchase price based on the fair values of the identifiable assets and liabilities acquired.

We estimate the fair values of the assets and liabilities acquired using accepted valuation methods, and, in many cases, such estimates are based on our judgments as to the future operating cash flows expected to be generated from the acquired assets throughout their estimated useful lives.

We will account for the various assets (including intangible assets) acquired and liabilities assumed with the CSI Acquisition based on our estimate of fair values.

Goodwill represents the excess of acquisition purchase price over the estimated fair values of the net assets acquired.

The assumptions and inputs incorporated within the fair value estimates are

subject to considerable management judgement and are based on industry, market, and economic conditions prevalent at the time of the acquisition.

Actual results may differ from the projected results used to determine fair value.

Revenue Recognition over Time

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The measure of progress used to recognize construction services revenue is a cost-to-cost measure of progress because it most faithfully depicts the Company’s performance on the contract.

Under the cost-to-cost measure of progress, the percentage of completion of each contract is measured based on the transaction price and the ratio of actual costs incurred

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to total estimated costs expected for the construction services.

Under the cost-to-cost measure of progress, the percentage of completion of each contract is measured based on the transaction price and the ratio of actual costs incurred to total estimated costs expected for the construction services.

This input method requires management to estimate total future costs to complete a construction project, such as labor, raw materials, and subcontract costs.

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A number of significant assumptions and estimates are involved in the application of the income approach to forecast future cash flows, including revenue and operating income growth rates, discount rates and other factors.

While we believe that our estimates of current value are reasonable, if actual results differ from the estimates and judgments used including such items as future cash flows and the volatility inherent in markets which we serve, impairment charges against the carrying value of those assets could be required in the future.

The assumptions and inputs incorporated within the fair value estimates are subject to considerable management judgement and are based on industry, market, and economic conditions prevalent at the time of the acquisition.

Actual results may differ from the projected results used to determine fair value.

No events or circumstances occurred that indicated that the fair value of the entity may be below its carrying amount;

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Impairment of Long-Lived Assets

Long-lived assets, including property, plant, and equipment, and other finite-lived identifiable intangible assets, are reviewed for impairment whenever events or changes in circumstances, including the removal of compression units from our active fleet, indicate that the carrying amount of an asset may not be recoverable.

Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy, among others.

Long-lived assets, including property, plant, and equipment, and other finite-lived identifiable intangible assets, are reviewed for impairment whenever events or changes in circumstances, including the removal of compressors units from the active fleet, indicate that the carrying amount of an asset may not be recoverable.

Such events may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company's business strategy, among others.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to estimated future undiscounted net cash flows expected to be generated by the asset.

Impairment losses are recognized in the period in which the impairment occurs and represent the excess of the asset carrying value over its fair value estimated using future discounted net cash flows.

No impairment was recorded for the years ended December 31, 2023 and 2022.

In December 2021, certain compression equipment was identified as not being part of our ongoing operations.

As such, a recoverability assessment was performed, and fair value was assessed using a combination of market and cost approaches.

Based on the assessed fair value, an impairment expense of $9.1 million was recorded for the year ended December 31, 2021.

For the year ended December 31, 2024, we determined that certain events occurred related to a group of non-operating compression units associated with a certain customer in bankruptcy that indicated the carrying value of assets may not be recoverable.

As a result, we recorded an impairment of compression equipment of $9.9 million for the year ended

December 31, 2024.

No impairment was recorded, and no triggering events were identified, for the years ended December 31, 2023 and 2022.

Estimated Useful Lives of Property, Plant and Equipment

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Certain taxing authorities have either claimed or issued an assessment that specific operational processes, which we and others in our industry regularly conduct, result in transactions that are subject to state sales taxes.

We and others in our

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industry have disputed these claims and assessments based on either existing tax statutes or published guidance by the taxing authorities.

We and others in our industry have disputed these claims and assessments based on either existing tax statutes or published guidance by the taxing authorities.

We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements.

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We record legal costs as incurred, and all recorded legal liabilities are revised, as required, as better information becomes available to us.

As of December 31, 2023, based on the information currently available, we have accrued a contingent liability of approximately $28.8 million relating to the Sales Tax Audit for the periods currently under audit classified in accrued liabilities on the consolidated balance sheet.

As of December 31, 2023, there are no other legal matters for which resolution could have a material adverse effect on the consolidated financial statements.

As of December 31, 2024 and 2023, based on the information currently available, we accrued a contingent liability of approximately $70.1 million and $28.8 million, respectively, relating to the Sales Tax Audit for the periods currently under audit classified in accrued liabilities on the consolidated balance sheets.

As of December 31, 2024 and 2023, there are no other legal matters for which resolution could have a material adverse effect on the consolidated financial statements.

Fair Value of Derivative Instruments

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We record derivative instruments at fair value using Level 2 inputs of the fair value hierarchy.

The interest rate swaps and interest rate collars are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs from actively quoted public markets, including interest rate curves and credit spreads.

As of December 31, 2023, $22.5 million was recorded for the fair value of the asset of the derivative instruments compared to $65.3 million asset of the derivative instruments recorded as of December 31, 2022.

Recently Adopted Accounting Pronouncements

See Note 2 (“Summary of Significant Accounting Policies”) to our Consolidated Financial Statements included elsewhere in this Annual Report.

The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs from actively quoted public markets, including interest rate curves and credit spreads.

As of December 31, 2024 and 2023, the fair value of derivative instruments were $21.2 million and $22.5 million, respectively.

Recently Adopted Accounting Pronouncement

Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.

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 7. Management’s Discussion and Analysis