v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions
3. Acquisitions
Distributed Power Solutions
On April 1, 2026, the Company completed the acquisition of DPS, a provider of turnkey distributed and behind‑the‑meter power generation solutions. DPS has been rebranded as Kodiak Power Solutions, a division of the Company. Kodiak Services acquired 100% of the outstanding equity interests of DPS (the “DPS Acquisition”). The DPS Acquisition expands
the Company’s platform beyond contract compression into distributed power generation and adds generation capacity, with customers across data center, microgrid, manufacturing and energy infrastructure end markets. DPS engaged in the rental and leasing of machinery for power generation to customers in the oil and gas, utility, data center, industrial, and commercial sectors. Strategically, the DPS Acquisition is expected to expand the Company’s distributed power generation capabilities and enhance revenue growth through increased scale and complementary service offerings.
The total consideration consisted of $587.3 million of cash, reflecting adjustments for certain additional power generation assets purchased prior to closing, indebtedness and working capital, and 2.4 million shares of the Company’s common stock, par value $0.01 per share with an estimated fair value of $139.0 million based on the Company’s closing stock price of $57.90 per share, on April 1, 2026.
The acquisition-date fair value of the consideration transferred and the preliminary allocation of the purchase price as of the acquisition date is as follows (in thousands):
Fair value of consideration transferred$726,354
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents$11,355 
Accounts receivable17,981 
Intangible assets (1)
45,000 
Property, plant, and equipment341,818 
Other current assets3,738 
Non-current assets360 
Total assets acquired420,252
Deferred revenue15,786 
Other current liabilities17,694 
Other non-current liabilities5,200 
Total liabilities assumed38,680
Total identifiable assets acquired less liabilities assumed$381,572 
Goodwill acquired$344,782 
(1)
Identifiable intangibles acquired include customer relationships with a fair value of $45.0 million. Estimated useful lives are 10 years.
The allocation of purchase price to DPS's net assets and liabilities as of April 1, 2026 remains preliminary and subject to the potential identification of additional assets, contingencies, or revised fair value calculations. Accordingly, the Company continues to evaluate information necessary to determine the fair values of certain acquired assets and assumed liabilities. The preliminary purchase price allocation is subject to change during the measurement period as additional information becomes available, and actual allocation amounts will be disclosed in subsequent filings and completed no later than one year from the closing of the DPS Acquisition.
The purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The methodologies used, and key assumptions made, were based on a combination of the income approach, market approach, and cost approach. The fair value of the acquired property, plant and equipment was determined using the cost approach, which involved estimating the replacement cost and adjusting for age, condition and utility, and for trailers and vehicles, the market approach. The fair value of the acquired intangible assets was determined using the income approach, including the multi-period excess earnings method. Several significant assumptions were involved in the application of these valuation methods, including revenue growth rate, contributory asset charges, probability of renewal curves, discount rates and estimated useful lives.
The fair value of the assets acquired and liabilities assumed are categorized in the following levels:
Level 1 - Cash and cash equivalents, based on observable inputs such as quoted prices in active markets at the measurement date for identical assets or liabilities.
Level 2 - Receivables and other current assets, non-current assets, deferred revenue and other current and non-current liabilities; based on inputs that are observable such as quoted prices in markets that are not active, or inputs which are observable, for substantially the full term of the asset or liability.
Level 3 - Intangible assets and property, plant, and equipment; based on unobservable inputs for which there is little or no market data and which assumptions are made about how market participants would price the assets or liabilities; The Company used a combination of the income, cost and market approaches based on various assumptions and inputs.
The preliminary allocation of purchase price includes approximately $344.8 million allocated to goodwill and is supported by the expected strategic benefits (discussed above) to be generated from the DPS Acquisition. The goodwill, which is deductible for tax purposes, has been allocated to our Power Infrastructure reportable segment. The acquired property, plant and equipment is stated at fair value, and depreciation on the acquired property, plant and equipment is computed using the straight-line method over the estimated remaining useful lives of each asset in line with the Company’s polices.
For the six month period ended June 30, 2026, our revenues include $37.0 million associated with the DPS Acquisition after the closing on April 1, 2026. It is impracticable to determine the earnings recorded in the condensed consolidated statements of operations for the six month period ended June 30, 2026 as we initiated the integration of a substantial portion of DPS into our ongoing operations during the current period. In addition, acquisition-related costs of approximately $3.3 million and $11.6 million, respectively, were incurred during the three and six month periods ended June 30, 2026 related to external legal fees, transaction consulting fees, and due diligence costs. These costs have been recognized in selling, general, and administrative expenses in the condensed consolidated statements of operations.
Unaudited Supplemental Pro Forma Financial Information
The following unaudited supplemental pro forma information has been prepared as though the DPS Acquisition had occurred on January 1, 2025. The pro forma information is presented for illustrative purposes only and is based on estimates and assumptions we deemed appropriate. The following pro forma information is not necessarily indicative of the historical results that would have been achieved if the acquisition had occurred in the past, and our operating results may have been different from those reflected in the pro forma information below. Therefore, the pro forma information should not be relied upon as an indication of the operating results that we would have achieved if the transaction had occurred on January 1, 2025 or the future results that we will achieve after the transactions. The pro forma results include certain adjustments, primarily due to increases in interest expense due to additional borrowings incurred to finance the acquisition and amortization of debt issuance costs and depreciation and amortization expense. Non-recurring acquisition related costs including transaction costs, such as legal, accounting, valuation and other professional services as well as integration costs such as severance are included within the pro forma revenue and net income below.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue$391,120 $346,211 $766,501 $692,570 
Earnings$52,144 $42,791 $73,121 $71,036