Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41732 | |
Entity Registrant Name | Kodiak Gas Services, Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | KGS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 84,294,141 | |
Entity Central Index Key | 0001767042 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 9,306 | $ 5,562 |
Accounts receivable, net | 143,237 | 113,192 |
Inventories, net | 82,906 | 76,238 |
Fair value of derivative instruments | 4,226 | 8,194 |
Contract assets | 18,330 | 17,424 |
Prepaid expenses and other current assets | 5,250 | 10,353 |
Total current assets | 263,255 | 230,963 |
Property, plant and equipment, net | 2,561,558 | 2,536,091 |
Operating lease right-of-use assets, net | 32,444 | 33,716 |
Goodwill | 305,553 | 305,553 |
Identifiable intangible assets, net | 120,520 | 122,888 |
Fair value of derivative instruments | 32,465 | 14,256 |
Other assets | 636 | 639 |
Total assets | 3,316,431 | 3,244,106 |
Current liabilities: | ||
Accounts payable | 60,721 | 49,842 |
Total accrued liabilities | 108,851 | 97,078 |
Contract liabilities | 68,332 | 63,709 |
Total current liabilities | 237,904 | 210,629 |
Long-term debt, net of unamortized debt issuance cost | 1,828,259 | 1,791,460 |
Operating lease liabilities | 33,901 | 34,468 |
Deferred tax liabilities | 69,009 | 62,748 |
Other liabilities | 2,385 | 2,148 |
Total liabilities | 2,171,458 | 2,101,453 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, par value $— par value; $50,000 shares of preferred stock authorized, zero issued as of March 31, 2024, and December 31, 2023, respectively | 0 | 0 |
Common stock, par value $— per share; $750,000 shares of common stock authorized, $77,435 and $77,400 shares of common stock issued and outstanding as of March 31, 2024, and December 31, 2023, respectively | 774 | 774 |
Additional paid-in capital | 965,732 | 963,760 |
Retained earnings | 178,467 | 178,119 |
Total stockholders’ equity | 1,144,973 | 1,142,653 |
Total liabilities and stockholders’ equity | $ 3,316,431 | $ 3,244,106 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 77,434,577 | 77,400,000 |
Common stock, shares outstanding (in shares) | 77,434,577 | 77,400,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 215,492 | $ 190,112 |
Cost of operations (exclusive of depreciation and amortization shown below): | ||
Depreciation and amortization | 46,944 | 44,897 |
Selling, general and administrative | 24,824 | 13,085 |
Loss on sale of property, plant and equipment | 0 | 17 |
Total operating expenses | 155,334 | 129,757 |
Income from operations | 60,158 | 60,355 |
Other income (expenses): | ||
Interest expense, net | (39,740) | (68,662) |
Gain (loss) on derivatives | 19,757 | (7,995) |
Other expense | (68) | (31) |
Total other expenses, net | (20,051) | (76,688) |
Income (loss) before income taxes | 40,107 | (16,333) |
Income tax expense (benefit) | 9,875 | (3,990) |
Net income (loss) | $ 30,232 | $ (12,343) |
Basic and diluted earnings per share | ||
Basic net earnings (loss) per share (in dollars per share) | $ 0.39 | $ (0.21) |
Diluted net earnings (loss) per share (in dollars per share) | $ 0.39 | $ (0.21) |
Basic weighted average shares of common stock outstanding (in shares) | 77,432,283 | 59,000,000 |
Diluted weighted average common shares of common stock outstanding (in shares) | 78,102,450 | 59,000,000 |
Compression Operations | ||
Revenues: | ||
Total revenues | $ 193,399 | $ 177,697 |
Cost of operations (exclusive of depreciation and amortization shown below): | ||
Cost of operations | 65,882 | 62,770 |
Other Services | ||
Revenues: | ||
Total revenues | 22,093 | 12,415 |
Cost of operations (exclusive of depreciation and amortization shown below): | ||
Cost of operations | $ 17,684 | $ 8,988 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Shares | Additional Paid- In Capital | Retained Earnings |
Beginning balance, shares (in shares) at Dec. 31, 2022 | 59,000,000 | |||
Beginning balance at Dec. 31, 2022 | $ 229,093 | $ 590 | $ 33,189 | $ 195,314 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity compensation - profits interests | 686 | (193) | 879 | |
Net income (loss) | (12,343) | (12,343) | ||
Ending balance, shares (in shares) at Mar. 31, 2023 | 59,000,000 | |||
Ending balance at Mar. 31, 2023 | 217,436 | $ 590 | 32,996 | 183,850 |
Beginning balance, shares (in shares) at Dec. 31, 2023 | 77,400,000 | |||
Beginning balance at Dec. 31, 2023 | 1,142,653 | $ 774 | 963,760 | 178,119 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity compensation - profits interests | 161 | 161 | ||
Equity compensation - Omnibus Plan, net of forfeitures | 2,687 | 2,687 | ||
Offering costs | (421) | (421) | ||
Dividends and dividend equivalents paid to stockholders | (30,052) | (30,052) | ||
Restricted stock units (in shares) | 34,577 | |||
Restricted stock units | (294) | (294) | ||
Net income (loss) | 30,232 | 30,232 | ||
Other | 7 | 7 | ||
Ending balance, shares (in shares) at Mar. 31, 2024 | 77,434,577 | |||
Ending balance at Mar. 31, 2024 | $ 1,144,973 | $ 774 | $ 965,732 | $ 178,467 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock, dividends (in dollars per share) | $ / shares | $ 0.38 |
Restricted stock units (in shares) | shares | 14,698 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 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 amortization | 46,944 | 44,897 | |
Stock-based compensation expense | 2,848 | 879 | |
Amortization of debt issuance costs | 2,643 | 5,445 | |
Non-cash lease expense | 1,200 | 774 | |
Provision for credit losses | 85 | 2 | $ 7,101 |
Inventory reserve | 126 | 125 | |
Loss on sale of property, plant and equipment | 0 | 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 assets | 5,103 | (7,522) | |
Accounts payable | (2,324) | (839) | |
Accrued and other liabilities | 5,872 | (9,741) | |
Contract liabilities | 4,623 | 7,607 | |
Net cash provided by operating activities | 51,542 | 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 | 0 | 32 | |
Other | 3 | (25) | |
Net cash used in investing activities | (60,150) | (48,574) | |
Cash flows from financing activities: | |||
Borrowings on debt instruments | 1,008,476 | 248,300 | |
Payments on debt instruments | (957,975) | (197,569) | |
Payment of debt issuance cost | (7,594) | (31,878) | |
Offering costs | (446) | 0 | |
Cash paid for shares withheld to cover taxes | (294) | 0 | |
Dividends paid to stockholders | (29,815) | 0 | (29,793) |
Net cash provided by financing activities | 12,352 | 18,853 | |
Net increase (decrease) in cash and cash equivalents | 3,744 | (6,431) | |
Cash and cash equivalents - beginning of period | 5,562 | 20,431 | 20,431 |
Cash and cash equivalents - end of period | 9,306 | 14,000 | $ 5,562 |
Supplemental cash disclosures: | |||
Cash paid for interest | 32,023 | 67,419 | |
Cash paid for taxes | 0 | 0 | |
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) | 0 | |
Accrued debt issuance cost | $ (8,752) | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Kodiak Gas Services, Inc. (the “Company” or “Kodiak”) is an operator of contract compression infrastructure and related services in the U.S. The Company operates compression units under fixed-revenue contracts with upstream and midstream customers. The Company manages its business through two operating segments: Compression Operations and Other Services. Compression Operations consists of operating Company-owned and customer-owned compression infrastructure to enable the production, gathering and transportation of natural gas and oil. Other Services consists of station construction, maintenance and overhaul, plus other ancillary time and material-based offerings. See Note 18 (“Segments”) to the Company’s condensed consolidated financial statements. Merger with CSI Compressco On April 1, 2024 (the “Closing Date”), the Company completed its acquisition of CSI Compressco LP (“CSI Compressco” and such acquisition, the “CSI Acquisition”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 19, 2023, by and among the Company; Kodiak Gas Services, LLC (“Kodiak Services”), a Delaware limited liability company and then wholly owned subsidiary of Kodiak; Kick Stock Merger Sub, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Kodiak; Kick GP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Kodiak Services; Kick LP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Kodiak Services; CSI Compressco LP, a Delaware limited partnership; and CSI Compressco GP LLC (“CSI Compressco GP”), a Delaware limited liability company and the general partner of CSI Compressco (the “Merger Agreement”), See Note 20 (“Subsequent Events”) to the Company’s condensed consolidated financial statements for more information. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. These unaudited condensed consolidated financial statements include the accounts of Kodiak and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. It is the Company’s opinion that all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Certain prior period amounts have been reclassified to conform to the current period presentation. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendments in this update are effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is to be applied on a retrospective basis. The Company is currently evaluating the impact of this standard on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 require the annual financial statements to include consistent categories, greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, with a retrospective option. The Company is currently evaluating the impact of this standard on its disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table disaggregates the Company’s revenue by type and timing of provision of services or transfer of goods (in thousands) : Three Months Ended March 31, 2024 2023 Services provided over time: Compression Operations $ 191,719 $ 174,876 Other Services 18,553 5,399 Total services provided over time 210,272 180,275 Services provided or goods transferred at a point in time: Compression Operations 1,680 2,821 Other Services 3,540 7,016 Total services provided or goods transferred at a point in time 5,220 9,837 Total revenue $ 215,492 $ 190,112 The Company derives its revenue from contracts with customers, which comprise the following revenue streams: Compression Operations Compression Operations consists of operating Company-owned and customer-owned compression infrastructure for the Company’s customers, pursuant to fixed-revenue contracts, enabling the production, gathering and transportation of natural gas and oil. Compression Operations for Kodiak-owned, as well as customer-owned, compressors are generally satisfied over time, as services are rendered for selected customer locations on a monthly basis and based upon specific performance criteria set forth in the applicable contract. Terms are typically one If variable consideration exists, it is allocated to the distinct monthly service within the series to which such variable consideration relates. The Company has elected to apply the right to invoice practical expedient to recognize revenue for such variable consideration, as the invoice corresponds to the value transferred to the customer based on the Company’s performance completed to date. Service revenue earned primarily on freight and crane charges that are directly reimbursable by the Company’s customers is recognized at the point in time the service is provided, and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such service after the performance obligation is satisfied. The amount of consideration the Company receives and the amount of revenue the Company recognizes is based upon the invoice amount. There are typically no material obligations for returns, refunds or warranties. The Company’s standard contracts do not usually include non-cash consideration. Other Services Other Services consists of compressor station construction services provided to certain customers and services provided based on time, parts and/or materials with customers. For most of the Company’s construction contracts, the customer contracts with the Company to provide a service of integrating a significant set of tasks and components into a single contract. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company’s performance creates or enhances an asset that the customer, in turn, controls as the asset is created or enhanced. For construction contracts, revenue is recognized using an input method. Measure of the progress towards satisfaction of the performance obligation is based on the actual amount of labor and material costs incurred. The amount of the transaction price recognized as revenue each reporting period is determined by multiplying the transaction price by the ratio of actual costs incurred to date to total estimated costs expected for the construction services. Payment terms and conditions vary by contract, but contract terms generally include a requirement of payment upon completion of a milestone. Judgment is involved in the estimation of the progress to completion. Any adjustments to the measure of the progress to completion is accounted for on a prospective basis. Changes to the scope of service are recognized as an adjustment to the transaction price in the period in which the change order is agreed upon and executed. Losses on construction contracts, if any, are recognized in the period when the estimated loss is determined. There have been no losses recognized in the three months ended March 31, 2024 and 2023. Services provided based on time spent, parts and/or materials are generally short-term in nature and labor rates and parts pricing are agreed upon prior to commencing the service. The Company applies an estimated gross margin percentage, which is fixed based on historical time and materials-based service, to actual costs incurred. Since revenue is recognized when time is incurred, this revenue is recognized at a point and time when the service is rendered. Contract Assets and Liabilities The Company recognizes a contract asset when the Company has the right to consideration in exchange for goods or services transferred to a customer. Contract assets are transferred to trade receivables when the Company has right to bill. The Company had contract assets of $18.3 million and $17.4 million as of March 31, 2024, and December 31, 2023, respectively. There was a $3.6 million contract asset balance as of January 1, 2023. The Company records contract liabilities when cash payments are received or due in advance of performance. The Company’s contract liabilities were $68.3 million and $63.7 million as of March 31, 2024, and December 31, 2023. As of January 1, 2024, and January 1, 2023, the beginning balances for contract liabilities were $63.7 million and $57.1 million, all of which was recognized as revenue in the three months ended March 31, 2024, and March 31, 2023, respectively. Performance Obligations As of March 31, 2024, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to the Company’s revenue for the Compression Operations segment is $1.0 billion. The Company expects to recognize these remaining performance obligations as follows (in thousands) : Remainder of 2025 2026 2027 2028 and Total Remaining performance obligations $ 469,869 $ 344,515 $ 151,988 $ 52,650 $ 10,535 $ 1,029,556 As of March 31, 2024, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to the Company’s revenue for the Other Services segment is $20.4 million, of which $19.2 million is expected to be recognized by December 31, 2024. |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net consist of the following ( in thousands ): As of March 31, As of December 31, Accounts receivable $ 151,287 $ 121,242 Allowance for credit losses 8,050 8,050 Accounts receivable, net $ 143,237 $ 113,192 The allowances for credit losses were $8.1 million and $8.1 million as of March 31, 2024, and December 31, 2023, respectively, which represents the Company’s best estimate of the amount of probable credit losses included within the Company’s existing accounts receivable balance. The changes in the Company’s allowance for credit losses are as follows (in thousands) : Allowances for Credit Losses Balance at January 1, 2023 $ 949 Current-period provision for expected credit losses 7,101 Write-offs charged against allowance — Balance at December 31, 2023 $ 8,050 Current-period provision for expected credit losses 85 Write-offs charged against allowance (85) Balance at March 31, 2024 $ 8,050 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories consist of the following ( in thousands ): As of March 31, As of December 31, Non-serialized parts $ 65,494 $ 62,784 Serialized parts 17,412 13,454 Total inventories, net $ 82,906 $ 76,238 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net consist of the following ( in thousands ): As of March 31, As of December 31, Compression equipment $ 3,230,227 $ 3,166,214 Field equipment 19,945 19,286 Buildings and shipping containers 14,102 11,942 Technology hardware and software 11,404 11,161 Trailers and vehicles 10,366 9,885 Leasehold improvements 9,949 8,093 Furniture and fixtures 2,594 2,053 Land 743 743 Other 216 374 Total property, plant and equipment, gross 3,299,546 3,229,751 Less: accumulated depreciation (737,988) (693,660) Property, plant and equipment, net $ 2,561,558 $ 2,536,091 Depreciation expense was $44.6 million and $42.5 million for the three months ended March 31, 2024, and March 31, 2023, respectively, and is recorded within depreciation and amortization on the accompanying condensed consolidated statements of operations. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets, Net | Goodwill and Identifiable Intangible Assets, net There were no changes in the carrying amount of goodwill for the three months ended March 31, 2024. All goodwill was allocated to the Company’s Compression Operations reporting unit. The Company’s identifiable intangible assets consist of the following as of March 31, 2024, and December 31, 2023 ( in thousands ): As of March 31, 2024 Original Cost Accumulated Amortization Net Amount Remaining Weighted Trade name $ 13,000 $ (3,343) $ 9,657 14.9 Customer relationships 150,000 (39,137) 110,863 12.6 Total identifiable intangible assets $ 163,000 $ (42,480) $ 120,520 As of December 31, 2023 Original Cost Accumulated Net Amount Remaining Weighted Trade name $ 13,000 $ (3,181) $ 9,819 15.1 Customer relationships 150,000 (36,931) 113,069 12.8 Total identifiable intangible assets $ 163,000 $ (40,112) $ 122,888 Amortization expense was $2.4 million and $2.4 million for the three months ended March 31, 2024, and March 31, 2023, respectively, and is recorded within depreciation and amortization on the condensed consolidated statements of operations. As of March 31, 2024, the following is a summary of future minimum amortization expense for identified intangible assets ( in thousands ): Amount Years ending December 31, Remainder of 2024 $ 7,105 2025 9,474 2026 9,474 2027 9,474 2028 9,474 Thereafter 75,519 Total $ 120,520 |
Long-Lived and Other Asset Impa
Long-Lived and Other Asset Impairment | 3 Months Ended |
Mar. 31, 2024 | |
Asset Impairment Charges [Abstract] | |
Long-Lived and Other Asset Impairment | Long-Lived and Other Asset Impairment 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 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 estimated future discounted net cash flows. No impairment was recorded, and no triggering events were identified for the three-month periods ended March 31, 2024, and March 31, 2023. |
Debt and Credit Facilities
Debt and Credit Facilities | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | Debt and Credit Facilities Debt consists of the following (in thousands) : As of March 31, 2024 As of December 31, 2023 ABL Facility $ 1,130,846 $ 1,830,346 2029 Senior Notes 750,000 — Total debt outstanding 1,880,846 1,830,346 Less: unamortized deferred financing costs (52,587) (38,886) Long-term debt, net of unamortized debt issuance cost $ 1,828,259 $ 1,791,460 ABL Facility On March 22, 2023, wholly owned subsidiaries of Kodiak entered into the Fourth Amended and Restated Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended or restated from time to time, the “ABL Credit Agreement” or “ABL Facility”), which mainly served to extend the maturity date from June 2024 to March 2028. The total facility size was increased from $2.1 billion to $2.2 billion to increase available liquidity under the facility. New lender fees and costs totaling $31.8 million were incurred and will be amortized over the life of the loan to interest expense. An additional $4.2 million in accrued interest related to exiting lenders was expensed and paid in the period. The remaining unamortized debt issuance costs of $1.2 million associated with the exiting lenders was written off in interest expense, net in the period. On May 31, 2023, the ABL Credit Agreement was amended to, among other things, permit distributions of overallotment proceeds from the Initial Public Offering (“IPO”) and revise the terms related to the payment and prepayment of the Term Loan (as defined below). On June 27, 2023, the ABL Credit Agreement was further amended to remove the ability to make distributions related to overallotment proceeds from the IPO and to instead require prepayment of the obligations upon the issuance of any equity interests by Kodiak pursuant to the overallotment in the IPO. In connection with the IPO, the Company became a borrower under the ABL Facility. As of March 31, 2024, there were $1.0 million in letters of credit outstanding under the ABL Facility. 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 Consolidated Total Debt to Consolidated EBITDA, each as defined in the ABL Credit Agreement). The maximum Leverage Ratio is (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. All loan amounts are collateralized by essentially all the assets of the Company. The Company was in compliance with all covenants as of March 31, 2024, and December 31, 2023. The ABL Credit Agreement also restricts the Company’s ability to: incur additional indebtedness and guarantee indebtedness; pay certain dividends or make other distributions or repurchase or redeem equity interests; prepay, redeem or repurchase certain debt; issue certain preferred units or similar equity securities; make loans and investments; sell, transfer or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Company’s restricted subsidiaries’ ability to pay dividends; enter into certain swap agreements; amend certain organizational documents; enter into sale and leaseback transactions; and consolidate, merge or sell all or substantially all of the Company’s assets. The weighted average interest rate as of March 31, 2024, and December 31, 2023, was 7.68% and 8.08%, 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 . The ABL Facility is a “revolving credit facility” that includes a lock box arrangement whereby, under certain events, remittances from customers are forwarded to a bank account controlled by the administrative agent and are applied to reduce borrowings under the facility. One such event occurs if availability under the ABL Credit Agreement falls below a specified threshold (i.e., the greater of $200 million or 10% of the aggregate commitments at the time of measurement). As of March 31, 2024, and December 31, 2023, availability under the ABL Facility was in excess of the specified threshold, and, as such, the entire balance was classified as long term in accordance with its maturity. Third Amendment to Fourth Amended and Restated Credit Agreement On January 22, 2024, Kodiak entered into the Third Amendment to the ABL Credit Agreement (the “Third Amendment”). The Third Amendment, among other things, amended certain provisions of the ABL Facility (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. Fees and costs totaling $2.9 million were incurred related to the Third Amendment and will be amortized over the life of the loan to interest expense. During the three months ended March 31, 2024, $2.0 million of the total amount was paid, with the remaining amount included in the accrued liabilities in the Company’s unaudited condensed consolidated balance sheet. In addition, the Third Amendment amended the ABL Facility to (i) include a maximum secured leverage ratio, which will begin to be tested after the Company issues any unsecured indebtedness, 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 five Term Loan A wholly owned subsidiary of Kodiak had a term loan (the “Term Loan”), pursuant to a credit agreement with unaffiliated unsecured lenders and Wells Fargo Bank, N.A., as administrative agent. In May 2022, the Company completed a recapitalization and distribution of $838 million to the parent of Kodiak, primarily by increasing the borrowings from the ABL Facility by $225.0 million and the Term Loan by $600 million, pursuant to the Amended and Restated Term Loan Credit Agreement entered into by the Company on May 19, 2022 (as amended from time to time, the “Term Loan Credit Agreement”) and utilizing $13 million of cash on hand. New lender fees and costs totaling $14.6 million were incurred for this amendment and were amortized over the life of the loan to interest expense. On March 31, 2023, the Company’s wholly owned subsidiary entered into the First Amendment to the Amended and Restated Term Loan Credit Agreement pursuant to which the maturity date was extended to September 22, 2028. Lender fees and costs totaling $0.8 million were incurred for this amendment and were amortized over the life of the loan to interest expense. On June 29, 2023, the Company terminated all interest rate swaps and collars attributable to the Term Loan, recognized a gain on derivatives and received cash of $25.8 million during the period ended June 30, 2023 (the “Term Loan Derivative Settlement”). On July 3, 2023, in connection with the IPO, the Company used the net proceeds from the IPO, together with the proceeds resulting from the Term Loan Derivative Settlement and borrowings under the ABL Facility, to repay $300 million of borrowings outstanding under the Term Loan. Additionally, a subsidiary of Kodiak entered into a Novation, Assignment and Assumption Agreement (“Novation Agreement”) with Frontier TopCo Partnership, L.P., an affiliate of EQT AB and holder of record of Kodiak Gas Services, Inc. common stock (“Kodiak Holdings”), pursuant to which all of the Company’s remaining obligations under the Term Loan were assumed by Kodiak Holdings, and the Company’s obligations thereunder were terminated. The Company is no longer a borrower or guarantor under and is not otherwise obligated with respect to the debt outstanding under the Term Loan. As part of the $300 million repayment of the Term Loan, unamortized debt issuance costs of $4.4 million and fees of $2.4 million were recorded to loss on extinguishment for the year ended December 31, 2023. The carrying value of the Term Loan novated under the Novation Agreement of $689.8 million (comprised of $700.0 million of principal balance less $10.2 million of unamortized debt issuance costs) was considered an equity transaction with the parent and recorded to additional paid-in capital in the statement of stockholder's equity for the year ended December 31, 2023. 2029 Senior Notes On February 2, 2024, Kodiak Services issued $750,000,000 aggregate principal amount of 7.25% senior notes due 2029 (the “2029 Senior Notes”), pursuant to an indenture, dated February 2, 2024, by and among the Company, and certain other subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. The Company’s 2029 Senior Notes are not subject to any mandatory redemption or sinking fund requirements. The 2029 Senior Notes are subject to redemption at a make-whole redemption price, inclusive of accrued and unpaid interest. This make-whole redemption price is determined as the higher of 100% of the principal amount of the notes or the present value of remaining principal and interest payments discounted semi-annually to the redemption date using the applicable treasury rate plus 0.50%. Before February 15, 2026, the Company has the option to redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture, limited to the net cash proceeds of one or more equity offerings. Following February 15, 2026, the Company retains the right to redeem all or a portion of the 2029 Senior Notes, with redemption prices expressed as percentages of the principal amount, along with accrued and unpaid interest. The optional redemption percentages for the 2029 Senior Notes are as follows: Percentage 2026 103.625% 2027 101.813% 2028 and thereafter 100.000% The indenture governing the Company’s 2029 Senior Notes contain covenants that, among other things, limit the Company’s ability to create liens securing certain indebtedness, enter into certain sale-leaseback transactions, or consolidate, merge or transfer certain assets. The covenants are subject to a number of important exceptions and qualifications. The Company was in compliance with these covenants at March 31, 2024. Fees and costs totaling $13.4 million were incurred related to the 2029 Senior Notes and will be amortized over the life of the loan to interest expense. During the three months ended March 31, 2024, $5.6 million of the total amount was paid, with the remaining amount included in the accrued liabilities in the Company’s unaudited condensed consolidated balance sheet. The proceeds from the 2029 Senior Notes were used to repay a portion of the outstanding indebtedness under the ABL Facility and to pay related fees and expenses in connection with the 2029 Senior Notes offering. In connection with the close of the CSI Acquisition on April 1, 2024, the Company used proceeds from additional draws on the ABL Facility to repay, terminate and/or redeem all of the CSI Compressco’s existing long-term indebtedness and pay fees, costs, premiums and expenses related to the prepayment, notes offering and acquisition. See Note 20 (“Subsequent Events”) to the Company’s condensed consolidated financial statements for more details. As of March 31, 2024, the scheduled maturities, without consideration of potential mandatory prepayments, of the Company’s long-term debt were as follows ( in thousands ): Amount Years ended December 31, 2024 $ — 2025 — 2026 — 2027 — 2028 1,130,846 Thereafter 750,000 Total $ 1,880,846 Debt Issuance Costs Debt issuance costs of $52.6 million, as of March 31, 2024, are being amortized over the respective terms of the ABL Facility and 2029 Senior Notes. As of December 31, 2023, $38.9 million was amortized over the term of the ABL Facility. Amortization expense related to these costs of $2.6 million and $5.4 million for the three months ended March 31, 2024, and 2023, respectively, are included in interest expense in the accompanying condensed consolidated statements of operations. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company has entered into interest rate swaps, exchanging variable interest rates for fixed interest rates. In prior periods, the Company entered into interest rate collars that fixed interest rates within a range through the simultaneous purchase of an interest rate cap and sale of an interest rate floor. The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative or trading purposes. The Company’s derivative instruments are recognized on the unaudited condensed consolidated balance sheets at fair value and classified as current or long-term depending on the maturity date of the derivative instrument and whether the net carrying value is in a net asset or net liability position. Realized and unrealized gains and losses associated with the derivative instruments are recognized in gain (loss) on derivatives within the unaudited condensed consolidated statements of operations. The table below summarizes information related to the notional amount and maturity dates for interest rate swaps at March 31, 2024: Notional Amount Effective date Maturities $225,000,000 12/14/2022 12/5/2024 $200,000,000 6/16/2022 6/14/2025 $125,000,000 5/2/2024 9/2/2025 $125,000,000 12/6/2024 12/6/2025 $75,000,000 6/15/2022 6/14/2026 $125,000,000 6/22/2022 6/22/2026 $125,000,000 12/6/2024 12/6/2026 $100,000,000 5/2/2024 3/2/2027 $75,000,000 6/14/2022 5/18/2027 $100,000,000 6/21/2022 5/19/2027 $200,000,000 7/8/2022 5/19/2027 $125,000,000 12/6/2024 12/6/2027 The following table summarizes the effects of the Company’s derivative instruments in the condensed consolidated statements of operations ( in thousands ): Location March 31, 2024 2023 Interest rate collars Gain (loss) on derivatives $ — $ (6,292) Interest rate swaps Gain (loss) on derivatives 19,757 (1,703) Total gain (loss) on derivatives $ 19,757 $ (7,995) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, derivative instruments and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective Level 1 fair values due to the short-term maturity of these instruments. The Company’s ABL Facility applies floating interest rates to outstanding amounts; therefore, the carrying amount of the ABL Facility approximates its Level 3 fair value. The fair value of the 2029 Senior Notes is determined using Level 2 inputs, relying on quoted prices in less active markets. The Company records derivative instruments at fair value using Level 2 inputs of the fair value hierarchy. The interest rate swaps are valued using a discounted cash flow analysis based on available market data on the expected cash flows of each derivative using observable inputs, including interest rate curves and credit spreads. See Note 10 (“Derivative Instruments”) for more details. The contingent consideration liability from a prior year acquisition is measured at fair value each reporting period, using Level 3 unobservable inputs (such as probability assessments of future cash flows), and changes in estimates of fair value are recognized in earnings. The following table summarizes the fair value of the Company’s interest rate swaps and contingent consideration ( in thousands ): Carrying Value As of March 31, 2024 Level 1 Level 2 Level 3 Total Interest rate swap- current $ 4,226 $ — $ 4,226 $ — $ 4,226 Interest rate swap- non-current 32,465 — 32,465 — 32,465 Contingent consideration — — — 3,673 3,673 2029 Senior Notes(1) 750,000 — 764,048 — 764,048 Carrying Value As of December 31, 2023 Level 1 Level 2 Level 3 Total Interest rate swap- current $ 8,194 $ — $ 8,194 $ — $ 8,194 Interest rate swap- non-current 14,256 — 14,256 — 14,256 Contingent consideration 3,673 — — 3,673 3,673 (1) Carrying value and fair value exclude the deduction for the unamortized debt issuance costs, see Note 9 (“Debt and Credit Facility”) for details. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Holders of the Company’s common stock are entitled to one vote for each share. As of March 31, 2024, and December 31, 2023, there were 77,434,577 and 77,400,000 shares of common stock issued and outstanding, respectively. In the event of a liquidation, dissolution or winding up, holders of common stock are entitled to receive, ratably, the assets available for distribution to the stockholders after payment of all liabilities. On July 3, 2023, 16,000,000 shares of common stock were issued and sold as part of the closing of the IPO, resulting in net proceeds of $230.8 million, after deducting expenses and underwriting discounts and commissions payable by the Company. On July 13, 2023, the underwriters exercised in full their option to purchase additional shares of common stock, pursuant to the underwriting agreement relating to the IPO. On July 13, 2023, the Company issued and sold an additional 2,400,000 shares of common stock. The Company received net proceeds of approximately $36.2 million, after deducting underwriting discounts and commissions payable. The net proceeds of each issuance and sale were used for repayment of existing indebtedness and general corporate purposes. After giving effect to these transactions, Kodiak had 77,400,000 shares of common stock issued and outstanding. Class B and C Profits Interests Prior to the IPO, Kodiak Holdings issued incentive awards to certain employees of Kodiak Services in the form of Class B incentive units (“Class B Units”). The Company records stock-based compensation expense associated with the Class B Units because of the employment relationship of the grantees with Kodiak Services. On March 16, 2019, 61,098.4 Class B Units were authorized under the Kodiak Holdings 2019 Class B Unit Incentive Plan for grants to certain employees and non-employee board members. These Class B Units are intended to constitute “profits interests” for federal income tax purposes, but they constitute a substantive class of equity under GAAP. As of March 31, 2024, and December 31, 2023, there were 60,406.9 authorized Class B Units, and 57,058.5 were outstanding. There were no Class B Units granted in the three months ended March 31, 2024, or in 2023. Twenty-five percent (25%) of the Class B Units are subject to time vesting (the “Time-Vesting Units”), and the remaining seventy-five percent (75%) of the Class B Units are subject to performance vesting (the “Performance-Vesting Units”). Time-Vesting Units vest in equal annual installments on each of the five anniversaries of the applicable vesting commencement dates, subject to the Class B Unit holder’s continuous service through each of the applicable vesting dates. Performance-Vesting Units vest based on the achievement of certain investor return metrics, subject to the Class B Unit holder’s continuous service through the applicable vesting dates. Holders of Class B Units are entitled to distributions on vested awards in accordance with the Kodiak Holdings distribution waterfall. Class B Units are not subject to any conversion rights other than an automatic conversion to Class C incentive units (“Class C Units”) in connection with certain terminations of employment. Each Class C Unit holder is eligible to receive distributions up to an amount equal to the fair market value of the corresponding converted Class B Unit on the date of conversion. As of March 31, 2024, no material conversions had occurred. There are no performance hurdles associated with the Time-Vesting Units. The fair value of each incentive award was estimated on its applicable grant date using an option pricing model. Stock compensation expense is recognized ratably over the vesting period of the awards. During the three months ended March 31, 2024, and 2023, approximately $0.2 million and $0.9 million, respectively, in stock compensation expense was recognized in selling, general and administrative expenses. As of March 31, 2024, there were 319.4 unvested Time-Vesting Units, representing $0.1 million in unrecognized stock compensation expense. Preferred stock Preferred stock consists of 50,000,000 authorized shares as of March 31, 2024, of which none were issued. 2023 Omnibus Incentive Plan On June 20, 2023, Kodiak’s Board of Directors authorized and adopted the Kodiak Gas Services, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) for employees, consultants and directors. The Omnibus Plan enables Kodiak’s Board of Directors (or a committee authorized by Kodiak’s Board of Directors) to award incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards to align the interests of service providers, including the Company’s named executive officers, with those of the Company’s stockholders. A total of 6,375,000 shares of common stock have been reserved for issuance pursuant to awards under the Omnibus Plan. On June 29, 2023, Kodiak granted 1,297,188 shares of common stock equity awards to certain employees, including Kodiak’s named executive officers, pursuant to awards under the Omnibus Plan. Additionally, on March 8, 2024, Kodiak granted 718,820 shares of common stock equity awards to certain employees, including Kodiak's named executive officers, pursuant to awards under the Omnibus Plan. Restricted Stock Units Of the total shares of common stock equity awards granted on June 29, 2023, and March 8, 2024, 985,313 and 457,053 shares, respectively, were granted pursuant to awards of time-based restricted stock units (“RSUs”) that vest ratably over a three-year period, subject to continuous service through each vesting date and other conditions precedent. On December 8, 2023, the Company provided employees who were eligible to receive cash payments of long-term incentive awards granted in January 2023 under the Company’s 2020 Long-Term Incentive Plan (the “LTIP Plan”) the opportunity to make an election to receive a grant of RSUs that vest ratably over a three-year period in lieu of cash payments. Upon exercising the employees’ elections to convert the cash payments into RSUs, 138,430 RSUs were granted. Performance Stock Units Of the total shares of common stock equity awards granted on June 29, 2023, and March 8, 2024, 311,875 and 261,767 shares, respectively, were granted pursuant to awards of performance stock units (“PSUs”) that cliff vest at the end of a three-year performance period, with the ultimate number of shares earned and issued ranging from 0 - 190% of the number of shares subject to the PSU award, subject to continuous service through the end of the performance period and other conditions precedent. The performance criteria for the PSUs are a combination of: (1) Discretionary Cash Flow (“DCF”) (30% weight); (2) Consolidated Net Leverage Ratio (“CNLR”) (30% weight); (3) Absolute Total Shareholders' Return (“ATSR”) (30% weight); and (4) and ESG Scorecard (10% weight) (each as defined below), in each case, during the Performance Period. DCF is calculated based on the three-year cumulative Adjusted EBITDA less net cash taxes, less net cash interest, less maintenance capital expenditures, all as reported in the financial statement reconciliations provided in the Company’s public filings, measured over the performance period; CNLR is calculated as of the last day of the fiscal quarter at the end of the performance period, as the ratio of (a) Total Indebtedness (as defined in the ABL Credit Agreement) minus Cash, in each case, as of such date to (b) LQA Adjusted EBITDA (defined as EBITDA (as defined in the ABL Credit Agreement) for the fiscal quarter ending at the end of the performance period, multiplied by four). ATSR is determined on an annualized basis over the relevant performance period for the beginning and ending 20-day volume-weighted average price, as adjusted for dividends paid. • The vesting of the PSUs based on DCF, CNLR, and ATSR will each be (i) 200% if the Company achieves performance at maximum; (ii) 100% if the Company achieves performance at target; (iii) 50% if the Company achieves performance at threshold level; and (iv) 0% if the Company achieves performance below threshold; and • The vesting of the PSUs based on ESG Scorecard will be (i) 100% if the Company achieves ESG targets and (ii) 0% if the Company does not achieve ESG Scorecard. With respect to each PSU, each PSU holder is granted associated dividend equivalents rights. In the event that the Company declares and pays a regular cash dividend, and on the record date for such dividend, the Company will accrue a dividend equivalent based on the number of PSUs expected to vest. The following table summarizes award activity under the Omnibus Plan for the three-month period ending March 31, 2024: RSUs PSUs Number of Weighted- Number of Weighted- Outstanding at January 1, 2024 1,079,603 $ 16.29 311,875 $ 16.99 Granted 457,053 25.13 261,767 28.88 Vested or exercised (34,577) 18.20 — — Forfeited or cancelled (28,307) 17.14 — — Outstanding at March 31, 2024 1,473,772 $ 18.97 573,642 $ 22.42 Stock awards expected to vest 1,473,772 $ 18.97 573,642 $ 22.42 As of March 31, 2024, the total future compensation cost related to non-vested equity awards was approximately $33.2 million, assuming the performance-based restricted stock units vest at 100%, pursuant to the terms of the applicable award. During the three months ended March 31, 2024, approximately $2.7 million in stock compensation expense was recognized in selling, general and administrative expenses. There was no such expense recorded for the three months ended March 31, 2023. Dividends The following table summarizes the Company’s dividends declared and paid in each of the quarterly periods of 2024 and 2023: Dividends per Common Share Dividends Paid (in thousands) 2024 Q1 $ 0.38 $ 29,815 2023 Q4 $ 0.38 $ 29,793 On May 2, 2024, the Company’s Board of Directors declared a cash dividend of $0.38 per share for the quarterly period ended March 31, 2024, which is payable on May 20, 2024, to shareholders of record as of the close of business on May 13, 2024 (the “Common Stock Dividend”) and, in conjunction with the Common Stock Dividend, Kodiak Gas Services declared a distribution on its units of $0.38 per unit payable on May 20, 2024 to all unitholders of record of Kodiak Services as of the close of business on May 16, 2024. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Accrued Capital Expenditures As of March 31, 2024, and December 31, 2023, the Company has accrued capital expenditures of $40.4 million and $30.5 million, respectively. These amounts were included in accounts payable or accrued liabilities on the consolidated balance sheets. Purchase Commitments Purchase commitments primarily consist of future commitments to purchase new compression units that have been ordered but not yet received. As of March 31, 2024, these commitments amounted to $106.6 million, all of which is expected to be settled within the next twelve months. Contingent Consideration The Company agreed to pay, as contingent consideration, up to $3.7 million of certain past due accounts receivable acquired in connection with a prior acquisition in 2019, if collected, to the seller in that transaction. The Company records contingent consideration at the acquisition and end of reporting periods at fair value in accrued liabilities. As of March 31, 2024, and December 31, 2023, none of the outstanding receivables had been collected. Sales Tax Contingency Between October 2019 and April 2023, the Company received notices from the Texas Comptroller’s office in regards to audits for periods ranging from December 2015 through December 2023. The audits pertain to whether the Company may owe sales tax on certain of its compression equipment that it had purchased during that time period. As of December 31, 2023, the Company had accrued a total amount of $28.8 million for this contingent liability. During the three months ended March 31, 2024, based on current information, the Company accrued an additional $0.4 million. As of March 31, 2024, the Company had a total of $29.2 million included as accrued liabilities on the condensed consolidated balance sheets. Legal Matters |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following ( in thousands ): As of March 31, 2024 As of December 31, 2023 Prepaid insurance $ 995 $ 2,353 Interest rate swap receivable 1,296 2,025 Prepaid vehicle allowance 1,149 1,130 Deferred project costs — 737 Prepaid rent 532 532 Other 1,278 3,577 Total prepaid expenses and other current assets $ 5,250 $ 10,353 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following ( in thousands ): As of March 31, 2024 As of December 31, 2023 Sales tax liability $ 29,171 $ 28,847 Accrued bonus 6,957 13,259 Accrued accounts payable 28,577 15,506 Accrued interest 13,393 8,313 Station project accrual 5,284 7,797 Accrued taxes 10,280 6,415 Accrued professional fees 3,015 6,015 Contingent consideration 3,673 3,673 Accrued payroll 1,519 3,321 Accrued insurance — 856 Lease liabilities - current portion 3,065 — Other 3,917 3,076 Total accrued liabilities $ 108,851 $ 97,078 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2024, the Company recorded income tax expense of $9.9 million, and for the three months ended March 31, 2023, the Company recorded income tax benefit of $4.0 million. The effective tax rate was approximately 24.6% for the three months ended March 31, 2024, compared to 24.4% for the three months ended March 31, 2023. The difference between the Company’s effective tax rates for the three months ended March 31, 2024, and 2023 and the U.S. statutory tax rate of 21% was primarily due to state income taxes. In August 2022, the U.S. Inflation Reduction Act of 2022 and the CHIPS and Science Act of 2022 were signed into law. These acts include, among other provisions, a corporate alternative minimum tax of 15%, an excise tax on the repurchase of corporate stock, various climate and energy provisions and incentives for investment in semiconductor manufacturing. These provisions are not expected to have a material impact on the Company’s results of operations or financial position. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2024 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The Company maintains a defined contribution savings plan for its employees. The Company contributed $0.9 million and $0.8 million to the plan for the three months ended March 31, 2024, and 2023, respectively. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company manages its business through two operating segments: Compression Operations and Other Services. Compression Operations consists of operating Company-owned and customer-owned compression infrastructure, pursuant to fixed-revenue contracts to enable the production, gathering and transportation of natural gas and oil. Other Services consists of a full range of contract services to support the needs of customers, including station construction, maintenance and overhaul, and other ancillary time and material-based offerings. The Company evaluates performance and allocates resources based on the gross margin of each segment, which consists of revenues directly attributable to the specific segment (less all costs of service directly attributable to the specific segment, which includes cost of operations and depreciation and amortization). Depreciation and amortization for the Compression Operations segment was $46.9 million and $44.9 million for the three months ended March 31, 2024, and 2023, respectively. Revenue includes only sales to external customers. The following table represents financial metrics by segment ( in thousands ): Compression Other Total Three Months Ended March 31, 2024 Revenue $ 193,399 $ 22,093 $ 215,492 Gross margin 80,573 4,409 84,982 Total assets 3,262,665 53,766 3,316,431 Capital expenditures 60,153 — 60,153 Three Months Ended March 31, 2023 Revenue $ 177,697 $ 12,415 $ 190,112 Gross margin 70,030 3,427 73,457 Total assets 3,206,704 7,044 3,213,748 Capital expenditures 48,581 — 48,581 The following table reconciles total gross margin to income before income taxes ( in thousands ): Three Months Ended March 31, 2024 2023 Total gross margin $ 84,982 $ 73,457 Selling, general and administrative expenses (24,824) (13,085) Loss on sale of property, plant and equipment — (17) Interest expense, net (39,740) (68,662) Gain (loss) on derivatives 19,757 (7,995) Other expense (68) (31) Income (loss) before income taxes $ 40,107 $ (16,333) |
Earnings Per Share of Common St
Earnings Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share of Common Stock | Earnings Per Share of Common Stock Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock is computed by using the weighted average shares of common stock outstanding, including the dilutive effect of restricted shares based on an average share price during the period. For the three months ended March 31, 2024, 99,015 unvested performance stock units were not included in the calculation of the potential dilutive common shares for the period because to do so would be anti-dilutive. For the three months ended March 31, 2023, there were no anti-dilutive shares. The computations of basic and diluted earnings per share for the three months ended March 31, 2024, and 2023 are as follows: Three Months Ended March 31, (in thousands, except share and per share data) 2024 2023 Net income (loss) $ 30,232 $ (12,343) Basic weighted average shares of common stock 77,432,283 59,000,000 Effect of dilutive securities 670,167 — Diluted weighted average shares of common stock 78,102,450 59,000,000 Basic earnings (loss) per share of common stock $ 0.39 $ (0.21) Diluted earnings (loss) per share of common stock $ 0.39 $ (0.21) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 1, 2024 (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding partnership interests of CSI Compressco pursuant to the terms of the Merger Agreement for a total aggregated purchase price of $994.1 million, including the issuance of the equity shares described below and the repayment of $651.8 million of debt assumed in the acquisition using proceeds from the Company’s ABL Facility. Under the Merger Agreement, CSI Compressco unitholders received 0.086 shares of Kodiak common stock for each CSI Compressco common unit owned and certain CSI Compressco unitholders meeting specified requirements (the “Electing Unitholders”) elected to receive limited liability company units representing economic interests in Kodiak Services (“OpCo Units”) (along with an equal number of shares of Kodiak’s non-economic voting preferred stock), for each CSI Compressco common unit they held. Each OpCo Unit will be redeemable at the option of the holder for (i) one share of Kodiak common stock (along with cancellation of a corresponding share of preferred stock) or (ii) cash at Kodiak Services’ election, following a six-month post-closing lock-up and subject to certain conditions. On or after April 1, 2029, Kodiak shall have the right to effect redemption of OpCo Units. The OpCo Units represent and will be accounted for as noncontrolling interests in Kodiak Services. Each share of preferred stock entitles the holder to one vote per share, voting proportionally with holders of Common Stock. The preferred stock lacks economic benefits beyond its par value of $0.01 per share (with a maximum value of $50,000), as it does not participate in earnings or cash dividends of Kodiak. Rather, it solely represents a voting share. Pursuant to the Merger Agreement, the Company issued 6,785,673 shares of common stock and 5,562,273 shares of preferred stock with an equal number of OpCo Units with an estimated fair value of $342.3 million based on the Company’s stock price on April 1, 2024. Transaction costs of $7.9 million associated with the acquisition are included within selling, general and administrative expenses for the three months ended March 31, 2024. The Company will apply the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations to account for the transaction and expect to record any purchase price accounting adjustments in the second quarter of 2024. The Company will record the assets acquired and liabilities assumed at their fair values as of the acquisition date. Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting is incomplete at the time of the filing of these unaudited condensed consolidated financial statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired, including goodwill and other intangible assets. In addition, because the acquisition accounting is incomplete, the Company is unable to provide the supplemental pro forma revenue and earnings for the combined entity, as the pro forma adjustments are expected to primarily consist of estimates for the depreciation of property, plant and equipment acquired, amortization of identifiable intangible assets acquired and related income tax effects, which will result from the purchase price allocation and determination of the fair values for the assets acquired and liabilities assumed. The Company entered into the following agreements concurrently with the closing of the acquisition. Registration Rights Agreement On the Closing Date, the Company entered into a registration rights agreement with the Electing Unitholders (the “Registration Rights Agreement”), pursuant to which, among other things, the Electing Unitholders were granted customary rights to require us to file and maintain the effectiveness of a shelf registration statement with respect to the resale of the Kodiak common stock received by the Electing Unitholders, and under certain circumstances, to require us to undertake underwritten offerings of such Kodiak common stock. OpCo LLC Agreement On the Closing Date, the Company entered into the Sixth Amended and Restated Limited Liability Company Agreement of Kodiak Services (the “OpCo LLC Agreement”) with Kodiak Services and the Electing Unitholders. The Company will continue to operate its’ business through Kodiak Services, which will continue to directly or indirectly hold all of the assets and operations of Kodiak and CSI Compressco. The Company is the sole managing member of Kodiak Services and are responsible for all operational, management and administrative decisions relating to Kodiak Services’ business and will consolidate financial results of Kodiak Services and its subsidiaries. Kodiak Services is governed by the OpCo LLC Agreement. Certificate of Designation On March 28, 2024, the Company filed the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) with the Delaware Secretary of State. On the Closing Date of the CSI Acquisition, the Company issued 5,562,273 shares of Series A Preferred Stock to the Electing Unitholders. The rights of holders of Series A Preferred Stock will be governed by the Company’s charter and bylaws, the Certificate of Designation and Delaware law. Supplemental Indenture In connection with the CSI Acquisition, on April 2, 2024, the Company, Kodiak Services, the existing subsidiary guarantors and certain subsidiaries of Kodiak Services acquired in connection with the CSI Acquisition (the “New Subsidiary Guarantors”) entered into a supplemental indenture with U.S. Bank Trust Company, National Association, as trustee under the Indenture (as defined below), pursuant to which the New Subsidiary Guarantors |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 30,232 | $ (12,343) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Con_2
Basis of Presentation and Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information |
Consolidation | These unaudited condensed consolidated financial statements include the accounts of Kodiak and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendments in this update are effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is to be applied on a retrospective basis. The Company is currently evaluating the impact of this standard on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 require the annual financial statements to include consistent categories, greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, with a retrospective option. The Company is currently evaluating the impact of this standard on its disclosures. |
Revenue Recognition | Service revenue earned primarily on freight and crane charges that are directly reimbursable by the Company’s customers is recognized at the point in time the service is provided, and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such service after the performance obligation is satisfied. The amount of consideration the Company receives and the amount of revenue the Company recognizes is based upon the invoice amount. There are typically no material obligations for returns, refunds or warranties. The Company’s standard contracts do not usually include non-cash consideration. For most of the Company’s construction contracts, the customer contracts with the Company to provide a service of integrating a significant set of tasks and components into a single contract. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company’s performance creates or enhances an asset that the customer, in turn, controls as the asset is created or enhanced. For construction contracts, revenue is recognized using an input method. Measure of the progress towards satisfaction of the performance obligation is based on the actual amount of labor and material costs incurred. The amount of the transaction price recognized as revenue each reporting period is determined by multiplying the transaction price by the ratio of actual costs incurred to date to total estimated costs expected for the construction services. Payment terms and conditions vary by contract, but contract terms generally include a requirement of payment upon completion of a milestone. Judgment is involved in the estimation of the progress to completion. Any adjustments to the measure of the progress to completion is accounted for on a prospective basis. Changes to the scope of service are recognized as an adjustment to the transaction price in the period in which the change order is agreed upon and executed. Losses on construction contracts, if any, are recognized in the period when the estimated loss is determined. There have been no losses recognized in the three months ended March 31, 2024 and 2023. Services provided based on time spent, parts and/or materials are generally short-term in nature and labor rates and parts pricing are agreed upon prior to commencing the service. The Company applies an estimated gross margin percentage, which is fixed based on historical time and materials-based service, to actual costs incurred. Since revenue is recognized when time is incurred, this revenue is recognized at a point and time when the service is rendered. |
Long-Lived and Other Asset Impairment | 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 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 estimated future discounted net cash flows |
Derivative Instruments | The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative or trading purposes. The Company’s derivative instruments are recognized on the unaudited condensed consolidated balance sheets at fair value and classified as current or long-term depending on the maturity date of the derivative instrument and whether the net carrying value is in a net asset or net liability position. Realized and unrealized gains and losses associated with the derivative instruments are recognized in gain (loss) on derivatives within the unaudited condensed consolidated statements of operations. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table disaggregates the Company’s revenue by type and timing of provision of services or transfer of goods (in thousands) : Three Months Ended March 31, 2024 2023 Services provided over time: Compression Operations $ 191,719 $ 174,876 Other Services 18,553 5,399 Total services provided over time 210,272 180,275 Services provided or goods transferred at a point in time: Compression Operations 1,680 2,821 Other Services 3,540 7,016 Total services provided or goods transferred at a point in time 5,220 9,837 Total revenue $ 215,492 $ 190,112 |
Summary of Revenue Remaining Performance Obligations | The Company expects to recognize these remaining performance obligations as follows (in thousands) : Remainder of 2025 2026 2027 2028 and Total Remaining performance obligations $ 469,869 $ 344,515 $ 151,988 $ 52,650 $ 10,535 $ 1,029,556 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Summary of Accounts Receivable, net | Accounts receivable, net consist of the following ( in thousands ): As of March 31, As of December 31, Accounts receivable $ 151,287 $ 121,242 Allowance for credit losses 8,050 8,050 Accounts receivable, net $ 143,237 $ 113,192 The changes in the Company’s allowance for credit losses are as follows (in thousands) : Allowances for Credit Losses Balance at January 1, 2023 $ 949 Current-period provision for expected credit losses 7,101 Write-offs charged against allowance — Balance at December 31, 2023 $ 8,050 Current-period provision for expected credit losses 85 Write-offs charged against allowance (85) Balance at March 31, 2024 $ 8,050 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following ( in thousands ): As of March 31, As of December 31, Non-serialized parts $ 65,494 $ 62,784 Serialized parts 17,412 13,454 Total inventories, net $ 82,906 $ 76,238 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment, Net | Property, plant and equipment, net consist of the following ( in thousands ): As of March 31, As of December 31, Compression equipment $ 3,230,227 $ 3,166,214 Field equipment 19,945 19,286 Buildings and shipping containers 14,102 11,942 Technology hardware and software 11,404 11,161 Trailers and vehicles 10,366 9,885 Leasehold improvements 9,949 8,093 Furniture and fixtures 2,594 2,053 Land 743 743 Other 216 374 Total property, plant and equipment, gross 3,299,546 3,229,751 Less: accumulated depreciation (737,988) (693,660) Property, plant and equipment, net $ 2,561,558 $ 2,536,091 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of the Company's Identifiable Intangible Assets | The Company’s identifiable intangible assets consist of the following as of March 31, 2024, and December 31, 2023 ( in thousands ): As of March 31, 2024 Original Cost Accumulated Amortization Net Amount Remaining Weighted Trade name $ 13,000 $ (3,343) $ 9,657 14.9 Customer relationships 150,000 (39,137) 110,863 12.6 Total identifiable intangible assets $ 163,000 $ (42,480) $ 120,520 As of December 31, 2023 Original Cost Accumulated Net Amount Remaining Weighted Trade name $ 13,000 $ (3,181) $ 9,819 15.1 Customer relationships 150,000 (36,931) 113,069 12.8 Total identifiable intangible assets $ 163,000 $ (40,112) $ 122,888 |
Summary of Future Minimum Amortization Expense for Identified Intangible Assets | As of March 31, 2024, the following is a summary of future minimum amortization expense for identified intangible assets ( in thousands ): Amount Years ending December 31, Remainder of 2024 $ 7,105 2025 9,474 2026 9,474 2027 9,474 2028 9,474 Thereafter 75,519 Total $ 120,520 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | Debt consists of the following (in thousands) : As of March 31, 2024 As of December 31, 2023 ABL Facility $ 1,130,846 $ 1,830,346 2029 Senior Notes 750,000 — Total debt outstanding 1,880,846 1,830,346 Less: unamortized deferred financing costs (52,587) (38,886) Long-term debt, net of unamortized debt issuance cost $ 1,828,259 $ 1,791,460 |
Debt Instrument Redemption | The optional redemption percentages for the 2029 Senior Notes are as follows: Percentage 2026 103.625% 2027 101.813% 2028 and thereafter 100.000% |
Summary of Maturities of Long-term Debt | As of March 31, 2024, the scheduled maturities, without consideration of potential mandatory prepayments, of the Company’s long-term debt were as follows ( in thousands ): Amount Years ended December 31, 2024 $ — 2025 — 2026 — 2027 — 2028 1,130,846 Thereafter 750,000 Total $ 1,880,846 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Information Related to Notional Amount and Maturities Dates for Interest Rate Swaps | The table below summarizes information related to the notional amount and maturity dates for interest rate swaps at March 31, 2024: Notional Amount Effective date Maturities $225,000,000 12/14/2022 12/5/2024 $200,000,000 6/16/2022 6/14/2025 $125,000,000 5/2/2024 9/2/2025 $125,000,000 12/6/2024 12/6/2025 $75,000,000 6/15/2022 6/14/2026 $125,000,000 6/22/2022 6/22/2026 $125,000,000 12/6/2024 12/6/2026 $100,000,000 5/2/2024 3/2/2027 $75,000,000 6/14/2022 5/18/2027 $100,000,000 6/21/2022 5/19/2027 $200,000,000 7/8/2022 5/19/2027 $125,000,000 12/6/2024 12/6/2027 |
Summary of Effects of Company's Derivative Instruments | The following table summarizes the effects of the Company’s derivative instruments in the condensed consolidated statements of operations ( in thousands ): Location March 31, 2024 2023 Interest rate collars Gain (loss) on derivatives $ — $ (6,292) Interest rate swaps Gain (loss) on derivatives 19,757 (1,703) Total gain (loss) on derivatives $ 19,757 $ (7,995) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Liabilities | The following table summarizes the fair value of the Company’s interest rate swaps and contingent consideration ( in thousands ): Carrying Value As of March 31, 2024 Level 1 Level 2 Level 3 Total Interest rate swap- current $ 4,226 $ — $ 4,226 $ — $ 4,226 Interest rate swap- non-current 32,465 — 32,465 — 32,465 Contingent consideration — — — 3,673 3,673 2029 Senior Notes(1) 750,000 — 764,048 — 764,048 Carrying Value As of December 31, 2023 Level 1 Level 2 Level 3 Total Interest rate swap- current $ 8,194 $ — $ 8,194 $ — $ 8,194 Interest rate swap- non-current 14,256 — 14,256 — 14,256 Contingent consideration 3,673 — — 3,673 3,673 (1) Carrying value and fair value exclude the deduction for the unamortized debt issuance costs, see Note 9 (“Debt and Credit Facility”) for details. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Summary of Award Activity Under Omnibus Plan | The following table summarizes award activity under the Omnibus Plan for the three-month period ending March 31, 2024: RSUs PSUs Number of Weighted- Number of Weighted- Outstanding at January 1, 2024 1,079,603 $ 16.29 311,875 $ 16.99 Granted 457,053 25.13 261,767 28.88 Vested or exercised (34,577) 18.20 — — Forfeited or cancelled (28,307) 17.14 — — Outstanding at March 31, 2024 1,473,772 $ 18.97 573,642 $ 22.42 Stock awards expected to vest 1,473,772 $ 18.97 573,642 $ 22.42 |
Summary of Dividends | The following table summarizes the Company’s dividends declared and paid in each of the quarterly periods of 2024 and 2023: Dividends per Common Share Dividends Paid (in thousands) 2024 Q1 $ 0.38 $ 29,815 2023 Q4 $ 0.38 $ 29,793 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following ( in thousands ): As of March 31, 2024 As of December 31, 2023 Prepaid insurance $ 995 $ 2,353 Interest rate swap receivable 1,296 2,025 Prepaid vehicle allowance 1,149 1,130 Deferred project costs — 737 Prepaid rent 532 532 Other 1,278 3,577 Total prepaid expenses and other current assets $ 5,250 $ 10,353 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of the following ( in thousands ): As of March 31, 2024 As of December 31, 2023 Sales tax liability $ 29,171 $ 28,847 Accrued bonus 6,957 13,259 Accrued accounts payable 28,577 15,506 Accrued interest 13,393 8,313 Station project accrual 5,284 7,797 Accrued taxes 10,280 6,415 Accrued professional fees 3,015 6,015 Contingent consideration 3,673 3,673 Accrued payroll 1,519 3,321 Accrued insurance — 856 Lease liabilities - current portion 3,065 — Other 3,917 3,076 Total accrued liabilities $ 108,851 $ 97,078 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Financial Metrics by Segment | The following table represents financial metrics by segment ( in thousands ): Compression Other Total Three Months Ended March 31, 2024 Revenue $ 193,399 $ 22,093 $ 215,492 Gross margin 80,573 4,409 84,982 Total assets 3,262,665 53,766 3,316,431 Capital expenditures 60,153 — 60,153 Three Months Ended March 31, 2023 Revenue $ 177,697 $ 12,415 $ 190,112 Gross margin 70,030 3,427 73,457 Total assets 3,206,704 7,044 3,213,748 Capital expenditures 48,581 — 48,581 |
Summary of Total Gross Margin to Income Before Income Taxes | The following table reconciles total gross margin to income before income taxes ( in thousands ): Three Months Ended March 31, 2024 2023 Total gross margin $ 84,982 $ 73,457 Selling, general and administrative expenses (24,824) (13,085) Loss on sale of property, plant and equipment — (17) Interest expense, net (39,740) (68,662) Gain (loss) on derivatives 19,757 (7,995) Other expense (68) (31) Income (loss) before income taxes $ 40,107 $ (16,333) |
Earnings Per Share of Common _2
Earnings Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Share | The computations of basic and diluted earnings per share for the three months ended March 31, 2024, and 2023 are as follows: Three Months Ended March 31, (in thousands, except share and per share data) 2024 2023 Net income (loss) $ 30,232 $ (12,343) Basic weighted average shares of common stock 77,432,283 59,000,000 Effect of dilutive securities 670,167 — Diluted weighted average shares of common stock 78,102,450 59,000,000 Basic earnings (loss) per share of common stock $ 0.39 $ (0.21) Diluted earnings (loss) per share of common stock $ 0.39 $ (0.21) |
Organization and Description _2
Organization and Description of Business (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 215,492 | $ 190,112 |
Compression Operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 193,399 | 177,697 |
Other Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 22,093 | 12,415 |
Transferred over Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 210,272 | 180,275 |
Transferred over Time | Compression Operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 191,719 | 174,876 |
Transferred over Time | Other Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 18,553 | 5,399 |
Transferred at Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,220 | 9,837 |
Transferred at Point in Time | Compression Operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,680 | 2,821 |
Transferred at Point in Time | Other Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 3,540 | $ 7,016 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract assets | $ 18,330 | $ 17,424 | $ 3,600 | |
Contract liabilities | 68,332 | $ 63,709 | ||
Revenue recognized | 63,700 | $ 57,100 | ||
Transaction price allocated to unsatisfied performance obligations | 1,029,556 | |||
Compression Operations | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | 1,000,000 | |||
Service, Other | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | $ 20,400 | |||
Minimum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Term of contract | 1 year | |||
Maximum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Term of contract | 7 years | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | $ 469,869 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Service, Other | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | 19,200 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | 344,515 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | 151,988 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | 52,650 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Transaction price allocated to unsatisfied performance obligations | $ 10,535 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Revenue Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 1,029,556 |
Service, Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 20,400 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 469,869 |
Remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Service, Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 19,200 |
Remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 344,515 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 151,988 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 52,650 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 10,535 |
Remaining performance obligation, expected timing of satisfaction, period |
Accounts Receivable, net - Acco
Accounts Receivable, net - Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Accounts receivable | $ 151,287 | $ 121,242 |
Allowance for credit losses | 8,050 | 8,050 |
Accounts receivable, net | $ 143,237 | $ 113,192 |
Accounts Receivable, net - Narr
Accounts Receivable, net - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | |||
Allowance for credit losses | $ 8,050 | $ 8,050 | $ 949 |
Accounts Receivable, net - Chan
Accounts Receivable, net - Change in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 8,050 | $ 949 | $ 949 |
Current-period provision for expected credit losses | 85 | $ 2 | 7,101 |
Write-offs charged against allowance | (85) | 0 | |
Ending balance | $ 8,050 | $ 8,050 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Total inventories, net | $ 82,906 | $ 76,238 |
Non-serialized parts | ||
Inventory [Line Items] | ||
Total inventories, net | 65,494 | 62,784 |
Serialized parts | ||
Inventory [Line Items] | ||
Total inventories, net | $ 17,412 | $ 13,454 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 3,299,546 | $ 3,229,751 |
Less: accumulated depreciation | (737,988) | (693,660) |
Property, plant and equipment, net | 2,561,558 | 2,536,091 |
Compression equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 3,230,227 | 3,166,214 |
Field equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 19,945 | 19,286 |
Buildings and shipping containers | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 14,102 | 11,942 |
Technology hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 11,404 | 11,161 |
Trailers and vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 10,366 | 9,885 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 9,949 | 8,093 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 2,594 | 2,053 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 743 | 743 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 216 | $ 374 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 44.6 | $ 42.5 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangible Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Changes to goodwill carrying amount during period | $ 0 | |
Amortization expense | $ 2,400,000 | $ 2,400,000 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets, Net - Summary of the Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | $ 163,000 | $ 163,000 |
Accumulated Amortization | (42,480) | (40,112) |
Total | 120,520 | 122,888 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | 13,000 | 13,000 |
Accumulated Amortization | (3,343) | (3,181) |
Total | $ 9,657 | $ 9,819 |
Remaining Weighted Average Amortization Period (years) | 14 years 10 months 24 days | 15 years 1 month 6 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original Cost | $ 150,000 | $ 150,000 |
Accumulated Amortization | (39,137) | (36,931) |
Total | $ 110,863 | $ 113,069 |
Remaining Weighted Average Amortization Period (years) | 12 years 7 months 6 days | 12 years 9 months 18 days |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangible Assets, Net - Summary of Future Minimum Amortization Expense for Identified Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 7,105 | |
2025 | 9,474 | |
2026 | 9,474 | |
2027 | 9,474 | |
2028 | 9,474 | |
Thereafter | 75,519 | |
Total | $ 120,520 | $ 122,888 |
Long-Lived and Other Asset Im_2
Long-Lived and Other Asset Impairment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Asset Impairment Charges [Abstract] | ||
Asset impairment charges | $ 0 | $ 0 |
Debt and Credit Facilities - Su
Debt and Credit Facilities - Summary of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 1,880,846 | $ 1,830,346 |
Less: unamortized deferred financing costs | (52,587) | (38,886) |
Long-term debt, net of unamortized debt issuance cost | 1,828,259 | 1,791,460 |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | 1,130,846 | 1,830,346 |
2029 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 750,000 | $ 0 |
Debt and Credit Facilities - AB
Debt and Credit Facilities - ABL Facility (Details) - ABL Facility $ in Millions | 3 Months Ended | |||||||
Mar. 31, 2024 USD ($) | Sep. 30, 2024 | Jun. 30, 2024 | Jan. 22, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 22, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | $ 1 | |||||||
Minimum fixed charge coverage ratio | 2.5 | |||||||
Maximum leverage ratio | 5 | 5.25 | 5.25 | |||||
Line of credit, commitment fee percentage, unused portion of line of credit, percentage to total commitments | 0.50 | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee (as a percent) | 0.25% | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee (as a percent) | 0.50% | |||||||
Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 4.50 | 4.75 | ||||||
Third Amendment and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 2,100 | |||||||
Deferred financing costs written off | $ 1.2 | |||||||
Fourth Amendment and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 2,200 | |||||||
Lender fees and costs | $ 31.8 | |||||||
Payment of accrued interest | 4.2 | |||||||
Interest expense | $ 4.2 | |||||||
Variable interest rate (as a percent) | 7.68% | 8.08% | ||||||
Maximum threshold limit value beyond which cash dominion is triggered | $ 200 | |||||||
Percentage of aggregate commitments beyond which cash dominion is triggered | 10% | |||||||
Third Amendment to Fourth Amended and Restated Credit Agreement | Debt Instrument, Covenant, Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 3.75 | |||||||
Third Amendment to Fourth Amended and Restated Credit Agreement | Debt Instrument, Covenant, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 3.25 |
Debt and Credit Facility - Thir
Debt and Credit Facility - Third Amendment to Fourth Amended and Restated Credit Agreement (Details) $ in Thousands | 3 Months Ended | ||||
Jan. 22, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||||
Repayment of debt | $ 957,975 | $ 197,569 | |||
ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 5 | 5.25 | 5.25 | ||
Third Amendment to Fourth Amended and Restated Credit Agreement | ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Debt fees | $ 2,900 | ||||
Repayment of debt | $ 2,000 | ||||
Minimum net borrowings availability | $ 125,000 | ||||
Number of consecutive business days | 5 days | ||||
Third Amendment to Fourth Amended and Restated Credit Agreement | Debt Instrument, Covenant, Period One | ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 3.75 | ||||
Third Amendment to Fourth Amended and Restated Credit Agreement | Debt Instrument, Covenant, Period Two | ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum leverage ratio | 3.25 |
Debt and Credit Facilities - Te
Debt and Credit Facilities - Term Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 03, 2023 | May 31, 2022 | Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | May 19, 2022 | |
Debt Instrument [Line Items] | |||||||
Cash on hand utilized | $ 13,000 | ||||||
Proceeds from termination of interest rate swaps and collars | $ 25,800 | ||||||
Debt issuance costs | $ 52,587 | $ 38,886 | |||||
2029 Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face value | $ 700,000 | ||||||
Repayment of debt | 300,000 | ||||||
Deferred financing costs written off | 4,400 | ||||||
Debt fees expense | $ 2,400 | ||||||
Carrying value of debt | 689,800 | ||||||
Debt issuance costs | $ 10,200 | ||||||
Increase in the Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face value | 600,000 | ||||||
Debt issuance costs | $ 14,600 | ||||||
Term Loan Facility as per Amendment Agreement One | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 800 | ||||||
ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Increase in the line of credit | 225,000 | ||||||
Third Amendment and Restated Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Return of capital | $ 838,000 | ||||||
Third Amendment and Restated Credit Agreement | ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing costs written off | $ 1,200 |
Debt and Credit Facilities - Se
Debt and Credit Facilities - Senior Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 02, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||
Repayment of debt | $ 957,975 | $ 197,569 | |
Senior Notes Due 2029 | 2029 Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument face value | $ 750,000 | ||
Interest rate, stated percentage | 7.25% | ||
Make-whole redemption price, percentage | 100% | ||
Make-whole redemption price, variable rate | 0.50% | ||
Debt fees | $ 13,400 | ||
Repayment of debt | $ 5,600 | ||
Senior Notes Due 2029 | 2029 Senior Notes | 2026 | |||
Debt Instrument [Line Items] | |||
Make-whole redemption price, percentage | 40% | ||
Optional redemption percentages | 103.625% | ||
Senior Notes Due 2029 | 2029 Senior Notes | 2027 | |||
Debt Instrument [Line Items] | |||
Optional redemption percentages | 101.813% | ||
Senior Notes Due 2029 | 2029 Senior Notes | 2028 and thereafter | |||
Debt Instrument [Line Items] | |||
Optional redemption percentages | 100% |
Debt and Credit Facilities - _2
Debt and Credit Facilities - Summary of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 1,130,846 | |
Thereafter | 750,000 | |
Total | $ 1,880,846 | $ 1,830,346 |
Debt and Credit Facilities - De
Debt and Credit Facilities - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |||
Debt issuance costs | $ 52,587 | $ 38,886 | |
Amortization of debt issuance costs | $ 2,643 | $ 5,445 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Information Related to Notional Amount and Maturities Dates for Interest Rate Swaps (Details) - Interest rate swaps and collars | Mar. 31, 2024 USD ($) |
12/5/2024 | |
Derivative [Line Items] | |
Notional Amount | $ 225,000,000 |
6/14/2025 | |
Derivative [Line Items] | |
Notional Amount | 200,000,000 |
9/2/2025 | |
Derivative [Line Items] | |
Notional Amount | 125,000,000 |
12/6/2025 | |
Derivative [Line Items] | |
Notional Amount | 125,000,000 |
6/14/2026 | |
Derivative [Line Items] | |
Notional Amount | 75,000,000 |
6/22/2026 | |
Derivative [Line Items] | |
Notional Amount | 125,000,000 |
12/6/2026 | |
Derivative [Line Items] | |
Notional Amount | 125,000,000 |
3/2/2027 | |
Derivative [Line Items] | |
Notional Amount | 100,000,000 |
5/18/2027 | |
Derivative [Line Items] | |
Notional Amount | 75,000,000 |
5/19/2027 | |
Derivative [Line Items] | |
Notional Amount | 100,000,000 |
5/19/2027 | |
Derivative [Line Items] | |
Notional Amount | 200,000,000 |
12/6/2027 | |
Derivative [Line Items] | |
Notional Amount | $ 125,000,000 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Effects of Company's Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivatives, Fair Value [Line Items] | ||
Total gain (loss) on derivatives | $ 19,757 | $ (7,995) |
Interest rate collars | ||
Derivatives, Fair Value [Line Items] | ||
Total gain (loss) on derivatives | 19,757 | (1,703) |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Total gain (loss) on derivatives | $ 0 | $ (6,292) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 3,673 | $ 3,673 |
Reported Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap- current | 4,226 | 8,194 |
Interest rate swap- non-current | 32,465 | 14,256 |
Contingent consideration | 0 | 3,673 |
Senior Notes Due 2029 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2029 Notes | 764,048 | |
Senior Notes Due 2029 | Reported Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2029 Notes | 750,000 | |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap- current | 4,226 | 8,194 |
Interest rate swap- non-current | 32,465 | 14,256 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Level 1 | Senior Notes Due 2029 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2029 Notes | 0 | |
Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap- current | 0 | 0 |
Interest rate swap- non-current | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Level 2 | Senior Notes Due 2029 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2029 Notes | 764,048 | |
Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap- current | 4,226 | 8,194 |
Interest rate swap- non-current | 32,465 | 14,256 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 3,673 | 3,673 |
Level 3 | Senior Notes Due 2029 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2029 Notes | 0 | |
Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap- current | 0 | 0 |
Interest rate swap- non-current | $ 0 | $ 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | Jul. 13, 2023 | Jul. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, shares outstanding (in shares) | 77,434,577 | 77,400,000 | ||
Common stock, shares issued (in shares) | 77,434,577 | 77,400,000 | ||
Proceeds from initial public offering, net of underwriter discounts | $ 230.8 | |||
IPO | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares issued and sold (in shares) | 16,000,000 | |||
Over-Allotment Option | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, shares outstanding (in shares) | 77,400,000 | |||
Common stock, shares issued (in shares) | 77,400,000 | |||
Shares issued and sold (in shares) | 2,400,000 | |||
Proceeds from issuance of common stock | $ 36.2 |
Stockholders' Equity - Class B
Stockholders' Equity - Class B and C Profits Interests (Details) - Class B Incentive Units - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Mar. 16, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 60,406.9 | |||
Shares outstanding (in shares) | 57,058.5 | |||
Shares granted (in shares) | 0 | 0 | ||
Award vesting rights, term | five | |||
Selling, General and Administrative Expenses | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock compensation expense | $ 0.2 | $ 0.9 | ||
Time Vesting | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 25% | |||
Performance Vesting | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Percentage of award vesting rights | 75% | |||
Time Vesting | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unvested time vesting units (in shares) | 319.4 | |||
Unrecognized stock compensation expense | $ 0.1 | |||
Two Thousand And Nineteen Class B Unit Incentive Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 61,098.4 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Stockholders' Equity - 2023 Omn
Stockholders' Equity - 2023 Omnibus Incentive Plan (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Mar. 08, 2024 | Dec. 08, 2023 | Jun. 29, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 20, 2023 | |
Performance Share Units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Period of cumulative adjusted EBIDTA | 3 years | |||||
VWAP trading days | 20 days | |||||
Percentage of award vesting rights | 100% | |||||
Unrecognized stock compensation expense | $ 33.2 | |||||
Performance Share Units | Selling, General and Administrative Expenses | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock compensation expense | $ 2.7 | $ 0 | ||||
Performance Share Units | Achieved ESG Scorecard | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of award vesting rights | 100% | |||||
Performance Share Units | Not Achieved ESG Scorecard | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of award vesting rights | 0% | |||||
Performance Share Units | Performance at Maximum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of award vesting rights | 200% | |||||
Performance Share Units | Performance at Target | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of award vesting rights | 100% | |||||
Performance Share Units | Performance at Threshold | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of award vesting rights | 50% | |||||
Performance Share Units | Performance at Below Threshold | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of award vesting rights | 0% | |||||
Performance Share Units | Discretionary Cash Flow | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Performance target percentage | 30% | |||||
Performance Share Units | Consolidated Net Leverage Ratio | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Performance target percentage | 30% | |||||
Performance Share Units | Absolute Total Shareholders' Return | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Performance target percentage | 30% | |||||
Performance Share Units | ESG Scorecard | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Performance target percentage | 10% | |||||
Performance Share Units | Minimum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of share issued | 0% | |||||
Performance Share Units | Maximum | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of share issued | 190% | |||||
Omnibus Plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, shares reserved for issuance (in shares) | 6,375,000 | |||||
Shares granted (in shares) | 718,820 | 1,297,188 | ||||
Omnibus Plan | Restricted Stock Units (RSUs) | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Granted (in shares) | 457,053 | 985,313 | 457,053 | |||
Award vesting period | 3 years | |||||
Omnibus Plan | Performance Share Units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Granted (in shares) | 261,767 | 311,875 | 261,767 | |||
Award vesting period | 3 years | |||||
2020 Long-Term Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Granted (in shares) | 138,430 | |||||
Award vesting period | 3 years |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Award Activity Under Omnibus Plan (Details) - Omnibus Plan - $ / shares | 3 Months Ended | ||
Mar. 08, 2024 | Jun. 29, 2023 | Mar. 31, 2024 | |
Restricted Stock Units (RSUs) | |||
Number of RSUs and PSUs | |||
Outstanding, Beginning of Period (in shares) | 1,079,603 | ||
Granted (in shares) | 457,053 | 985,313 | 457,053 |
Vested or exercised (in shares) | (34,577) | ||
Forfeited (in shares) | (28,307) | ||
Outstanding, End of Period (in shares) | 1,473,772 | ||
Restricted stock awards expected to vest (in shares) | 1,473,772 | ||
Weighted Average Price | |||
Outstanding, Beginning of Period (in dollars per share) | $ 16.29 | ||
Granted (in dollars per share) | 25.13 | ||
Vested or exercised (in dollars per share) | 18.20 | ||
Forfeited (in dollars per share) | 17.14 | ||
Outstanding, End of Period (in dollars per share) | 18.97 | ||
Restricted stock awards expected to vest (in dollars per share) | $ 18.97 | ||
Performance Share Units | |||
Number of RSUs and PSUs | |||
Outstanding, Beginning of Period (in shares) | 311,875 | ||
Granted (in shares) | 261,767 | 311,875 | 261,767 |
Vested or exercised (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Outstanding, End of Period (in shares) | 573,642 | ||
Restricted stock awards expected to vest (in shares) | 573,642 | ||
Weighted Average Price | |||
Outstanding, Beginning of Period (in dollars per share) | $ 16.99 | ||
Granted (in dollars per share) | 28.88 | ||
Vested or exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 0 | ||
Outstanding, End of Period (in dollars per share) | 22.42 | ||
Restricted stock awards expected to vest (in dollars per share) | $ 22.42 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 02, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock cash dividend declared (in dollars per share) | $ 0.38 | $ 0.38 | ||
Payment of ordinary dividends | $ 29,815 | $ 0 | $ 29,793 | |
Subsequent Event | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock cash dividend declared (in dollars per share) | $ 0.38 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Accrued capital expenditures | $ 40,400,000 | $ 30,500,000 | |
Purchase commitments | 106,600,000 | ||
Contingent consideration | 3,700,000 | ||
Outstanding receivables | 0 | $ 0 | |
Sales tax liability | 29,171,000 | $ 28,847,000 | |
Contingent liability accrued | $ 400,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 995 | $ 2,353 |
Interest rate swap receivable | 1,296 | 2,025 |
Prepaid vehicle allowance | 1,149 | 1,130 |
Deferred project costs | 0 | 737 |
Prepaid rent | 532 | 532 |
Other | 1,278 | 3,577 |
Total prepaid expenses and other current assets | $ 5,250 | $ 10,353 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Sales tax liability | $ 29,171 | $ 28,847 |
Accrued bonus | 6,957 | 13,259 |
Accrued accounts payable | 28,577 | 15,506 |
Accrued interest | 13,393 | 8,313 |
Station project accrual | 5,284 | 7,797 |
Accrued taxes | 10,280 | 6,415 |
Accrued professional fees | 3,015 | 6,015 |
Contingent consideration | 3,673 | 3,673 |
Accrued payroll | 1,519 | 3,321 |
Accrued insurance | 0 | 856 |
Lease liabilities - current portion | 3,065 | 0 |
Other | 3,917 | 3,076 |
Total accrued liabilities | $ 108,851 | $ 97,078 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 9,875,000 | $ (3,990,000) | |
Effective tax rate | 24.60% | 24.40% | |
Uncertain tax benefits | $ 0 | $ 0 | |
Uncertain tax positions, accrued interest and penalties | $ 0 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Contribution Plan [Abstract] | ||
Defined contribution plan cost | $ 0.9 | $ 0.8 |
Segments - Narrative (Details)
Segments - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 2 | |
Depreciation and amortization | $ | $ 46,944 | $ 44,897 |
Segments - Summary of Financial
Segments - Summary of Financial Metrics by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 215,492 | $ 190,112 | |
Gross margin | 84,982 | 73,457 | |
Total assets | 3,316,431 | 3,213,748 | $ 3,244,106 |
Capital expenditures | 60,153 | 48,581 | |
Compression Operations | |||
Segment Reporting Information [Line Items] | |||
Revenue | 193,399 | 177,697 | |
Gross margin | 80,573 | 70,030 | |
Total assets | 3,262,665 | 3,206,704 | |
Capital expenditures | 60,153 | 48,581 | |
Other Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 22,093 | 12,415 | |
Gross margin | 4,409 | 3,427 | |
Total assets | 53,766 | 7,044 | |
Capital expenditures | $ 0 | $ 0 |
Segments - Summary of Total Gro
Segments - Summary of Total Gross Margin to Income Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Total gross margin | $ 84,982 | $ 73,457 |
Selling, general and administrative expenses | (24,824) | (13,085) |
Loss on sale of property, plant and equipment | 0 | (17) |
Interest expense, net | (39,740) | (68,662) |
Gain (loss) on derivatives | 19,757 | (7,995) |
Other expense | (68) | (31) |
Income (loss) before income taxes | $ 40,107 | $ (16,333) |
Earnings Per Share of Common _3
Earnings Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities (in shares) | 99,015 | 0 |
Net income (loss) | $ 30,232 | $ (12,343) |
Basic weighted average shares of common stock (in shares) | 77,432,283 | 59,000,000 |
Effect of dilutive securities (in shares) | 670,167 | 0 |
Diluted weighted average shares of common stock (in shares) | 78,102,450 | 59,000,000 |
Basic net earnings (loss) per share (in dollars per share) | $ 0.39 | $ (0.21) |
Diluted earnings per share of common stock (in dollars per share) | $ 0.39 | $ (0.21) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2024 | Mar. 31, 2024 | Mar. 28, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Series A Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued (in shares) | 5,562,273 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Preferred stock value | $ 50 | |||
Subsequent Event | CSI Compressco, LP | ||||
Subsequent Event [Line Items] | ||||
Business acquisition percentage | 100% | |||
Aggregate purchase price | $ 994,100 | |||
Repayment of debt | $ 651,800 | |||
Consideration transferred (in shares) | 0.086 | |||
Post - closing period | 6 months | |||
Transaction costs | $ 7,900 | |||
Subsequent Event | CSI Compressco, LP | Common Shares | ||||
Subsequent Event [Line Items] | ||||
Shares issued (in shares) | 6,785,673 | |||
Subsequent Event | CSI Compressco, LP | Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Shares issued (in shares) | 5,562,273 | |||
Acquisition, estimated fair value | $ 342,300 |