FALSE000176704200017670422024-05-082024-05-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2024
____________________
Kodiak Gas Services, Inc.
(Exact name of registrant as specified in its charter)
____________________
Delaware001-4173283-3013440
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
9950 Woodloch Forest Drive, Suite 1900, The Woodlands, Texas
77380
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (936) 539-3300
Not Applicable
(Former name or former address, if changed since last report.)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.01 per shareKGSThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02 Results of Operations and Financial Condition.

On May 8, 2024, Kodiak Gas Services, Inc. (the “Company”) issued a press release providing information on its results of operations and financial condition for the quarter ended March 31, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Kodiak Gas Services, Inc.
Date: May 8, 2024
By:/s/ Kelly M. Battle
Name: Kelly M. Battle
Title:Executive Vice President, Chief Legal Officer,
Chief Compliance Officer and Corporate Secretary


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NEWS RELEASE
Contacts:
Kodiak Gas Services, Inc.
Graham Sones, VP – Investor Relations
ir@kodiakgas.com
Dennard Lascar Investor Relations
Ken Dennard / Rick Black
KGS@DennardLascar.com

Kodiak Gas Services Announces First Quarter 2024 Results Including Record Adjusted EBITDA; Increases Full Year 2024 Guidance

THE WOODLANDS, Texas — May 8, 2024 — Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak” or the “Company”), a leading provider of critical energy infrastructure and contract compression services, today reported financial and operating results for the quarter ended March 31, 2024 and also updated full-year 2024 guidance. First quarter 2024 results do not include any contribution from the Company’s acquisition of CSI Compressco (“CSI”) that closed on April 1, 2024.

First Quarter 2024 Highlights
•Total revenues for the quarter were $215.5 million compared to $190.1 million in the first quarter of 2023
•Core Compression Operations segment revenues increased 2% sequentially and 9% over last year’s first quarter
•Compression Operations segment Adjusted Gross Margin Percentage was 65.9%
•Net income was $30.2 million compared to a net loss of $12.3 million in the first quarter of 2023
•Record quarterly Adjusted EBITDA(1) of $117.8 million compared to $106.3 million in the first quarter of 2023
•Horsepower utilization ended the first quarter of 2024 at 99.8%
•Declared a cash dividend of $0.38 per share, or $1.52 per share annualized

Increased 2024 Guidance

•Completed the acquisition of CSI on April 1, 2024, creating the industry's largest contract compression fleet
•Raised full-year 2024 Adjusted EBITDA guidance to a range of $580 to $610 million
•Expect to generate Discretionary Cash Flow(1) of between $360 and $390 million in 2024

“2024 is off to a strong start marked by steady growth and solid execution in our core contract compression business,” stated Mickey McKee, Kodiak’s founder and Chief Executive Officer. “Our focus on the Permian and other liquids-rich, associated gas basins allowed us to deliver strong first quarter results despite soft natural gas prices, and we stand to benefit from the coming growth in U.S. natural gas supply to meet demand from LNG projects scheduled to come online in the near term. We're also excited about the evolving prospects for U.S. natural gas demand to support the build-out in data centers to support the increasing adoption of artificial intelligence.

“With the closing of the CSI Compressco acquisition, Kodiak now has the largest contract compression fleet in the industry and a broadened suite of offerings to help our customers meet their compression infrastructure needs. We’re pleased to announce revised
(1) Adjusted EBITDA and Discretionary Cash Flow are Non-GAAP Financial Measures. A definition and reconciliation to the most comparable GAAP financial measure is included herein.

2024 guidance reflecting our expectations for the combined company, and we’ve made great progress towards realizing the significant synergies we see in the combination. Our capital allocation strategy remains focused on disciplined growth in our compression fleet combined with an attractive return of capital to investors through our dividend.”
Segment Information
Compression Operations segment revenues were $193.4 million in the first quarter of 2024, a 9% increase compared to $177.7 million in the first quarter of 2023. Compression Operations segment Adjusted Gross Margin was $127.5 million in the first quarter of 2024, an 11% increase compared to $114.9 million in the first quarter of 2023.
Other Services segment revenues were $22.1 million in the first quarter of 2024 compared to $12.4 million in the first quarter of 2023. Other Services segment gross margin and Adjusted Gross Margin were each $4.4 million in the first quarter of 2024, compared to $3.4 million in the first quarter of 2023.
Long-Term Debt and Liquidity
Total debt outstanding was $1.9 billion as of March 31, 2024, comprised of borrowings on the ABL Facility and senior notes due 2029. At March 31, 2024, the Company had $1.1 billion available on its ABL Facility.
On April 1, 2024, the Company completed the acquisition of CSI and used a portion of the availability under its ABL facility to retire CSI's debt and pay transaction fees and expenses. Pro forma for the CSI acquisition, the Company had $1.8 billion drawn and $0.4 billion available on its ABL Facility, and $2.6 billion in total debt.

Summary Financial Data
(in thousands, except percentages)
Three Months Ended
March 31, 2024December 31, 2023March 31, 2023
Total revenues$215,492 $225,980 $190,112 
Net income (loss)$30,232 $(6,874)$(12,343)
Adjusted EBITDA (1)$117,762 $113,878 $106,318 
Adjusted EBITDA percentage (1)54.6%50.4%55.9%
Compression Operations revenue$193,399 $189,616 $177,697 
Compression Operations Adjusted Gross Margin (1)$127,517 $125,781 $114,927 
Compression Operations Adjusted Gross Margin Percentage (1)65.9%66.3%64.7%
Other Services revenue$22,093 $36,364 $12,415 
Other Services Adjusted Gross Margin (1)$4,409 $8,492 $3,427 
Other Services Adjusted Gross Margin Percentage (1)20.0%23.4%27.6%
Maintenance capital expenditures$10,642 $8,934 $4,803 
Growth capital expenditures$59,401 $60,472 $35,816 
Discretionary Cash Flow (1)$71,925 $70,527 $49,706 
Free Cash Flow (1)$12,524 $10,449 $13,922 

(1)Adjusted EBITDA, Adjusted EBITDA Percentage, Adjusted Gross Margin, Adjusted Gross Margin Percentage, Discretionary Cash Flow and Free Cash Flow are non-GAAP financial measures. For definitions and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “Non-GAAP Financial Measures” below.



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Summary Operating Data
(as of the dates indicated)
March 31, 2024December 31, 2023March 31, 2023
Fleet horsepower (1)3,290,9713,261,6613,175,006
Revenue-generating horsepower (2)3,285,5923,258,9513,169,301
Fleet compression units3,0913,0783,041
Revenue-generating compression units3,0643,0623,033
Revenue-generating horsepower per revenue-generating compression unit (3)1,0721,0641,045
Horsepower utilization (4)99.8 %99.9 %99.8 %

(1)Fleet horsepower and fleet compression units include revenue-generating horsepower and idle horsepower, which are compression units that do not have a signed contract or are not subject to a firm commitment from our customer and are not yet generating revenue. Fleet horsepower excludes 27,663, 33,020 and 58,645 of non-marketable or obsolete horsepower as of March 31, 2024, December 31, 2023, and March 31, 2023, respectively.
(2)Revenue-generating horsepower and revenue-generating compression units include 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.
(3)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.

Full-Year 2024 Guidance
Kodiak is providing revised guidance for the full year 2024. The full-year 2024 guidance below incorporates three quarters of the financial impact of the CSI acquisition given the April 1, 2024, closing date. All amounts below are in thousands.
Full-Year 2024 Guidance
LowHigh
Total revenues$1,125,000$1,175,000
Adjusted EBITDA (1)$580,000$610,000
Discretionary Cash Flow (1)(2)$360,000$390,000
Capital Expenditures:
Growth capital expenditures (3)$215,000$235,000
Maintenance capital expenditures$55,000$65,000

(1)The Company is unable to reconcile projected Adjusted EBITDA to projected net income (loss) and Discretionary Cash Flow to projected net cash provided by operating activities, the most comparable financial measures calculated in accordance with GAAP, respectively, without unreasonable efforts because components of the calculations are inherently unpredictable, such as changes to current assets and liabilities, unknown future events, and estimating certain future GAAP measures. The inability to project certain components of the calculation would significantly affect the accuracy of the reconciliations.
(2)Discretionary Cash Flow assumes no change to Secured Overnight Financing Rate futures.
(3)Growth capital expenditures exclude approximately $35 million in extraordinary capital expenditures related to the acquisition of CSI, including safety and emissions upgrades to the acquired fleet, facilities rationalization and vehicle and rolling stock purchases.

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Conference Call
Kodiak will conduct a conference call on Thursday, May 9, 2024, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) to discuss financial and operating results for the quarter ended March 31, 2024. To listen to the call by phone, dial 201-389-0872 and ask for the Kodiak Gas Services call at least 10 minutes prior to the start time. To listen to the call via webcast, please visit the Investors tab of Kodiak’s website at www.kodiakgas.com.

About Kodiak Gas Services, Inc.
Kodiak Gas Services, Inc. is the largest contract compression services provider in the continental United States with a revenue-generating fleet of approximately 4.3 million horsepower. The Company focuses on providing contract compression and related services to oil and gas producers and midstream customers in high–volume gas gathering systems, processing facilities, multi–well gas lift applications and natural gas transmission systems. More information is available at www.kodiakgas.com.

Non-GAAP Financial Measures
Adjusted EBITDA is defined as net income (loss) before interest expense, net: income tax expense (benefit); and depreciation and amortization; plus (i) loss on extinguishment of debt; (ii) loss (gain) on derivatives; (iii) equity compensation expense; (iv) transaction expenses; (v) loss (gain) on sale of assets; and (vi) impairment of compression equipment. Adjusted EBITDA Percentage is defined as Adjusted EBITDA divided by total revenues. Adjusted EBITDA and Adjusted EBITDA Percentage are used as supplemental financial measures by our management and external users of our financial statements, such as investors, commercial banks and other financial institutions, to assess: (i) the financial performance of our assets without regard to the impact of financing methods, capital structure or historical cost basis of our assets; (ii) the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities; (iii) the ability of our assets to generate cash sufficient to make debt payments and pay dividends; and (iv) our operating performance as compared to those of other companies in our industry without regard to the impact of financing methods and capital structure. We believe Adjusted EBITDA and Adjusted EBITDA Percentage provide useful information to investors because, when viewed with our GAAP results and the accompanying reconciliation, they provide a more complete understanding of our performance than GAAP results alone. We also believe that external users of our financial statements benefit from having access to the same financial measures that management uses in evaluating the results of our business. Reconciliations of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, and net cash provided by operating activities are presented below.
Adjusted Gross Margin is defined as revenue less cost of operations, exclusive of depreciation and amortization expense. Adjusted Gross Margin Percentage is defined as Adjusted Gross Margin divided by revenues. We believe Adjusted Gross Margin and Adjusted Gross Margin Percentage are useful as supplemental measures to investors of our operating profitability. Reconciliations of Adjusted Gross Margin to gross margin are presented below.
Discretionary Cash Flow is defined as net cash provided by operating activities less (i) maintenance capital expenditures;(ii) gain on sale of capital assets; (iii) certain changes in operating assets and liabilities; and (iv) certain other expenses; plus (x) cash loss on extinguishment of debt; and (y) transaction expenses. We believe Discretionary Cash Flow is a useful liquidity and performance measure and supplemental financial measure for us and our investors in assessing our ability to pay cash dividends to our stockholders, make growth capital expenditures and assess our operating performance. Reconciliations of Discretionary Cash Flow to net income and net cash provided by operating activities are presented below.
Free Cash Flow is defined as net cash provided by operating activities less (i) maintenance capital expenditures;(ii) gain on sale of capital assets; (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; (y) transaction expenses; and (z) proceeds from sale of capital assets. We believe Free Cash Flow is a liquidity measure and useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments to grow our business and to service our debt. Reconciliations of Free Cash Flow to net income and net cash provided by operating activities are presented below.

Cautionary Note Regarding Forward-Looking Statements
This news release contains, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to
        4

future periods. Examples of forward-looking statements include, among others, statements we make regarding: (i) expected operating results, such as revenue growth and earnings, including changes due to the acquisition of CSI Compressco (the “CSI Acquisition”), and our ability to service our indebtedness; (ii) anticipated levels of capital expenditures and uses of capital; (iii) current or future volatility in the credit markets and future market conditions; (iv) potential and pending acquisition transactions or other strategic transactions, the timing thereof, the receipt of necessary approvals to close those transactions, our ability to finance such transactions and our ability to achieve the intended operational, financial and strategic benefits from any such transactions; (v) expected synergies and efficiencies to be achieved as a result of the CSI Acquisition; (vi) expectations regarding leverage and dividend profile as a result of the CSI Acquisition, including the amount and timing of future dividend payments; (vii) expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings; (viii) production and capacity forecasts for the natural gas and oil industry; (ix) strategy for customer retention, growth, fleet maintenance, market position, and financial results; (x) our interest rate hedges; and (xi) strategy for risk management.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) a reduction in the demand for natural gas and oil; (ii) the loss of, or the deterioration of the financial condition of, any of our key customers; (iii) nonpayment and nonperformance by our customers, suppliers or vendors; (iv) competitive pressures that may cause us to lose market share; (v) the structure of our Compression Operations contracts and the failure of our customers to continue to contract for services after expiration of the primary term; (vi) our ability to successfully integrate any acquired business, including CSI Compressco, and realize the expected benefits thereof; (vii) our ability to fund purchases of additional compression equipment; (viii) a deterioration in general economic, business, geopolitical or industry conditions, including as a result of the conflict between Russia and Ukraine, inflation, and slow economic growth in the United States; (ix) tax legislation and administrative initiatives or challenges to our tax positions; (x) the loss of key management, operational personnel or qualified technical personnel; (xi) our dependence on a limited number of suppliers; (xii) the cost of compliance with existing governmental regulations and proposed governmental regulations, including climate change legislation; (xiii) the cost of compliance with regulatory initiatives and stakeholder pressures, including environmental, social and governance scrutiny; (xiv) the inherent risks associated with our operations, such as equipment defects and malfunctions; (xv) our reliance on third-party components for use in our information technology systems; (xvi) legal and reputational risks and expenses relating to the privacy, use and security of employee and client information; (xvii) threats of cyber-attacks or terrorism; (xviii) agreements that govern our debt contain features that may limit our ability to operate our business and fund future growth and also increase our exposure to risk during adverse economic conditions; (xix) volatility in interest rates; (xx) our ability to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require; (xxi) the effectiveness of our disclosure controls and procedures; and (xxii) such other factors as discussed throughout the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission.

Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by applicable law, we undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future developments or otherwise.

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KODIAK GAS SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share data)

Three Months Ended
March 31, 2024December 31, 2023March 31, 2023
Revenues:
Compression Operations$193,399$189,616$177,697
Other Services22,09336,36412,415
Total revenues215,492225,980190,112
Operating expenses:
Cost of operations (exclusive of depreciation and amortization shown below)
Compression Operations65,88263,83562,770
Other Services17,68427,8728,988
Depreciation and amortization46,94446,45544,897
Selling, general and administrative expenses24,82427,13713,085
(Gain) loss on sale of property, plant and equipment—(56)17
Total operating expenses155,334165,243129,757
Income from operations60,15860,73760,355
Other income (expenses):
Interest expense, net(39,740)(40,484)(68,662)
Gain (loss) on derivatives19,757(21,814)(7,995)
Other expense(68)(8)(31)
Total other expenses, net(20,051)(62,306)(76,688)
Income (loss) before income taxes40,107(1,569)(16,333)
Income tax expense (benefit)9,8755,305(3,990)
Net income (loss)$30,232$(6,874)$(12,343)
Basic and diluted earnings per share
Basic net earnings per share$0.39 $(0.09)$(0.21)
Diluted net earnings per share$0.39 $(0.09)$(0.21)
Basic weighted average shares of common stock outstanding77,432,28377,400,00059,000,000
Diluted weighted average shares of common stock outstanding78,102,45077,675,60759,000,000



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KODIAK GAS SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)

As of March 31, 2024
As of December 31, 2023
Assets
Current assets:
Cash and cash equivalents$9,306 $5,562 
Accounts receivable, net143,237 113,192 
Inventories, net82,906 76,238 
Fair value of derivative instruments4,226 8,194 
Contract assets18,330 17,424 
Prepaid expenses and other current assets5,250 10,353 
Total current assets263,255 230,963 
Property, plant and equipment, net2,561,558 2,536,091 
Operating lease right-of-use assets, net32,444 33,716 
Goodwill305,553 305,553 
Identifiable intangible assets, net120,520 122,888 
Fair value of derivative instruments32,465 14,256 
Other assets636 639 
Total assets$3,316,431 $3,244,106 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$60,721 $49,842 
Accrued liabilities108,851 97,078 
Contract liabilities68,332 63,709 
Total current liabilities237,904 210,629 
Long-term debt, net of unamortized debt issuance cost1,828,259 1,791,460 
Operating lease liabilities 33,901 34,468 
Deferred tax liabilities69,009 62,748 
Other liabilities2,385 2,148 
Total liabilities$2,171,458 $2,101,453 
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, par value $0.01 par value; $50,000,000 shares of preferred stock authorized, zero issued as of March 31, 2024, and December 31, 2023, respectively— — 
Common stock, par value $0.01 per share; $750,000,000 shares of common stock authorized, $77,434,577 and $77,400,000 shares of common stock issued and outstanding as of March 31, 2024, and December 31, 2023, respectively774 774 
Additional paid-in capital965,732 963,760 
Retained earnings178,467 178,119 
Total stockholders’ equity1,144,973 1,142,653 
Total liabilities and stockholders’ equity$3,316,431 $3,244,106 

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KODIAK GAS SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three Months Ended March 31,
2024
2023
Cash flows from operating activities:
Net income (loss)$30,232$(12,343)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization46,944 44,897 
Stock-based compensation expense2,848 879 
Amortization of debt issuance costs2,643 5,445 
Non-cash lease expense1,200 774 
Provision for credit losses85 2 
Inventory reserve126 125 
Loss on sale of property, plant and equipment— 17 
Change in fair value of derivatives(14,241)17,934 
Deferred tax provision (benefit)6,261 (2,521)
Changes in operating assets and liabilities:
Accounts receivable(30,130)(20,935)
Inventories(6,794)(2,993)
Contract assets(906)2,504 
Prepaid expenses and other current assets5,103 (7,522)
Accounts payable(2,324)(839)
Accrued and other liabilities5,872 (9,741)
Contract liabilities4,623 7,607 
Net cash provided by operating activities51,542 23,290 
Cash flows from investing activities:
Purchase of property, plant and equipment(60,153)(48,581)
Proceeds from sale of property, plant and equipment— 32 
Other3 (25)
Net cash used in investing activities(60,150)(48,574)
Cash flows from financing activities:
Borrowings on debt instruments1,008,476 248,300 
Payments on debt instruments(957,975)(197,569)
Payment of debt issuance cost(7,594)(31,878)
Offering costs(446)— 
Dividends paid to stockholders(29,815)— 
Cash paid for shares withheld to cover taxes(294)— 
Net cash provided by financing activities12,352 18,853 
Net increase (decrease) in cash and cash equivalents3,744 (6,431)
Cash and cash equivalents - beginning of period5,562 20,431 
Cash and cash equivalents - end of period$9,306 $14,000 
Supplemental cash disclosures:
Cash paid for interest$32,023 $67,419 
Cash paid for taxes$— $— 
Supplemental disclosure of non-cash investing activities:
(Increase) decrease in accrued capital expenditures$(9,890)$7,962 
Supplemental disclosure of non-cash financing activities:
Dividends equivalent$(237)$— 
Accrued debt issuance cost$(8,752)$— 
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KODIAK GAS SERVICES, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(in thousands, excluding percentages; unaudited)

Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Net income (loss)$30,232 $(6,874)$(12,343)
Interest expense, net 39,740 40,484 68,662 
Income tax expense (benefit)9,875 5,305 (3,990)
Depreciation and amortization46,944 46,455 44,897 
(Gain) loss on derivatives(19,757)21,814 7,995 
Equity compensation expense(1)2,848 2,462 879 
Transaction expenses(2)7,880 4,288 201 
(Gain) loss on sale of property, plant and equipment— (56)17 
Adjusted EBITDA$117,762 $113,878 $106,318 
Adjusted EBITDA Percentage54.6%50.4%55.9%


(1)For the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, there were $2.8 million, $2.5 million and $0.9 million, respectively, of non-cash adjustments for equity compensation expense.
(2)Represents certain costs associated with non-recurring professional services, primarily related to the CSI acquisition for the three months ended March 31, 2024, and other costs.


KODIAK GAS SERVICES, INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED EBITDA
(in thousands; unaudited)

Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Net cash provided by operating activities$51,542 $62,627 $23,290 
Interest expense, net 39,740 40,484 68,662 
Income tax expense (benefit)9,875 5,305 (3,990)
Deferred tax provision(6,261)(1,551)2,521 
Cash received on derivatives(5,516)(7,525)(9,939)
Transaction expenses(1)7,880 4,288 201 
Other(2)(4,054)(8,808)(6,346)
Change in operating assets and liabilities 24,556 19,058 31,919 
Adjusted EBITDA$117,762 $113,878 $106,318 

(1)Represents certain costs associated with non-recurring professional services, primarily related to the CSI acquisition for the three months ended March 31, 2024, and other costs.
(2)Includes amortization of debt issuance costs, non-cash lease expense, provision for credit losses and inventory reserve.
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KODIAK GAS SERVICES, INC.
RECONCILIATION OF ADJUSTED GROSS MARGIN TO GROSS MARGIN FOR COMPRESSION OPERATIONS
(in thousands, excluding percentages; unaudited)

Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Total revenues$193,399 $189,616 $177,697 
Cost of sales (excluding depreciation and amortization)(65,882)(63,835)(62,770)
Depreciation and amortization(46,944)(46,455)(44,897)
Gross margin$80,573 $79,326 $70,030 
Gross margin percentage41.7%41.8%39.4%
Depreciation and amortization46,944 46,455 44,897 
Adjusted Gross Margin$127,517 $125,781 $114,927 
Adjusted Gross Margin Percentage(1)65.9%66.3%64.7%

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


KODIAK GAS SERVICES, INC.
RECONCILIATION OF ADJUSTED GROSS MARGIN TO GROSS MARGIN FOR OTHER SERVICES
(in thousands, excluding percentages; unaudited)

Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Total revenues$22,093 $36,364 $12,415 
Cost of sales (excluding depreciation and amortization)(17,684)(27,872)(8,988)
Depreciation and amortization— — — 
Gross margin$4,409 $8,492 $3,427 
Gross margin percentage20.0%23.4%27.6%
Depreciation and amortization— — — 
Adjusted Gross Margin$4,409 $8,492 $3,427 
Adjusted Gross Margin Percentage(1)20.0%23.4%27.6%

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



        10

KODIAK GAS SERVICES, INC.
RECONCILIATION OF NET INCOME TO DISCRETIONARY CASH FLOW AND FREE CASH FLOW
(in thousands; unaudited)

Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Net income (loss)$30,232 $(6,874)$(12,343)
Depreciation and amortization 46,944 46,455 44,897 
Change in fair value of derivatives(14,241)29,339 17,934 
Deferred tax provision6,261 1,551 (2,521)
Amortization of debt issuance costs2,643 2,296 5,445 
Equity compensation expense(1)2,848 2,462 879 
Transaction expenses(2)7,880 4,288 201 
(Gain) loss on sale of property, plant and equipment— (56)17 
Maintenance capital expenditures(10,642)(8,934)(4,803)
Discretionary Cash Flow$71,925 $70,527 $49,706 
Growth capital expenditures(3)(4)(59,401)(60,472)(35,816)
Proceeds from sale of property, plant and equipment— 394 32 
Free Cash Flow$12,524 $10,449 $13,922 

(1)For the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, there were $2.8 million, $2.5 million and $0.9 million, respectively, of non-cash adjustments for equity compensation expense.
(2)Represents certain costs associated with non-recurring professional services, primarily related to the CSI acquisition for the three months ended March 31, 2024, and other costs.
(3)For the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, growth capital expenditures include a $9.9 million increase, a $4.8 million decrease and a $8.0 million decrease in accrued capital expenditures, respectively.
(4)For the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, there were $5.8 million, $3.5 million and $2.4 million of non-unit growth capital expenditures, respectively.




        11

KODIAK GAS SERVICES, INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO DISCRETIONARY CASH FLOW AND FREE CASH FLOW
(in thousands; unaudited)

Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Net cash provided by operating activities$51,542 $62,627 $23,290 
Maintenance capital expenditures(10,642)(8,934)(4,803)
Transaction expenses(1)7,880 4,288 201 
Gain on sale of property, plant and equipment— (56)17 
Change in operating assets and liabilities24,556 19,058 31,919 
Other(2)(1,411)(6,456)(918)
Discretionary Cash Flow$71,925 $70,527 $49,706 
Growth capital expenditures(3)(4)(59,401)(60,472)(35,816)
Proceeds from sale of property, plant and equipment— 394 32 
Free Cash Flow$12,524 $10,449 $13,922 

(1)Represents certain costs associated with non-recurring professional services, primarily related to the CSI acquisition for the three months ended March 31, 2024, and other costs.
(2)Includes non-cash lease expense, provision for credit losses and inventory reserve.
(3)For the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, growth capital expenditures include a $9.9 million increase, a $4.8 million decrease and a $8.0 million decrease in accrued capital expenditures, respectively.
(4)For the three months ended March 31, 2024, December 31, 2023, and March 31, 2023, there were $5.8 million, $3.5 million and $2.4 million of non-unit growth capital expenditures, respectively.




        12
v3.24.1.u1
Cover
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name Kodiak Gas Services, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-41732
Entity Tax Identification Number 83-3013440
Entity Address, Address Line One 9950 Woodloch Forest Drive
Entity Address, Address Line Two Suite 1900
Entity Address, City or Town The Woodlands
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77380
City Area Code 936
Local Phone Number 539-3300
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, par value $0.01 per share
Trading Symbol KGS
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001767042
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