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Notwithstanding the below risk factor updates, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Many of Kodiak’s power systems involve long sales cycles and are subject to extended lead times and limited availability of power generation equipment.
The sales cycle for Kodiak’s power systems, from initial contact with potential customers to the commencement of field delivery, may be lengthy. Customers generally consider a wide range of solutions before making a decision to rent or purchase power systems. Before a customer commits to rent or purchase power systems, they often require a significant technical review, assessment of competitive offerings and approval at a number of management levels within their organization. During the time the customers are evaluating Kodiak’s distributed power offerings, Kodiak may incur substantial sales and marketing, engineering, and other expenses, which we may ultimately be unable to offset with recognized profits.
In addition, power systems sales are subject to extended lead times and limited availability of power generation equipment. As a result, Kodiak may commit substantial capital in advance of any binding customer commitment, increasing its working capital requirements. If deployments are delayed or cancelled, Kodiak may experience stranded assets or impairment charges.
Distributed power solutions in some applications compete with access to the electrical grid.
Distributed power solutions are an alternative for customers to consider when grid access is unavailable, costly, or delayed. Kodiak’s distributed power service offering could be adversely affected in the event that large-scale utility projects are completed and the associated transmission and distribution networks are established or if grid power otherwise becomes readily available to customers on terms that are more attractive than those that Kodiak offers. Should this occur, customers may decide not to use Kodiak’s service offering or use it as bridge power only until interconnected to the grid or as backup power thereafter. If this occurs, Kodiak may not be able to achieve its expected returns and its results of operations and cash flow may be adversely impacted.
Kodiak may be unable to adapt its distributed power technologies to meet increasing customer needs and power loads, which could result in increased downtime of its power generation offering and disruptions to the power supply to its customers.
Demand for power has continued to significantly outpace available power generation supply from the grid, with the electrification of the oil and natural gas industry, as an example, straining aging and unreliable power grids. Further, the expanding use of artificial intelligence has led to the expansion of existing data centers and plans for new data centers.
The operation of Kodiak’s power generation facilities, information technology systems and other assets and conduct of other activities subjects Kodiak to a variety of risks, including the breakdown or failure of equipment, accidents, security breaches, viruses or outages affecting information technology systems, labor disputes, obsolescence, delivery/transportation problems and disruptions of fuel supply, failure to receive spare parts in a timely manner, failure to effectively manage related power loads, and performance below expected levels. As Kodiak expands distributed power offerings, the possibility exists that its planned offerings may not be able to effectively manage related power loads, resulting in potential downtimes and disruptions for its customers. Such experiences could have a material adverse effect on Kodiak’s business and operating results due to the damage to its reputation and the resulting dissatisfaction of customers. In addition, Kodiak is typically required to commit and install more generating capacity than is required under its power supply contracts in order to meet the reliability standards under those contracts, which increases the capital cost
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to Kodiak of the installed equipment. If Kodiak is unable to adapt its power generation technologies to meet future demand and customer needs as they evolve, or otherwise unable to meet their reliability requirements, its business and operating results may be adversely affected.
In addition, the sustainability of the favorable supply-demand dynamic in the power sector depends on multiple factors, including factors relating to technological advancements such as continued demand growth for generative AI computing applications, cloud computing, the level and pace at which the power industry can invest in power infrastructure and the pace of continued electrification driven demand growth.
Kodiak faces a variety of risks related to its diversification and entry into new lines of business in distributed power generation.
The diversification of Kodiak’s business as a provider of scaled distributed power and energy storage solutions to large-scale, high-demand customers, including data centers, industrial facilities, and utility-scale sites, carries a number of risks. Kodiak will become subject to laws and regulations previously inapplicable to its existing business and this could lead to additional litigation, compliance and regulatory risk. Kodiak’s expansion into the distributed power solutions business will also create the need for additional capital and other resources, the cost and availability of which may depend on market conditions, regulatory landscape, financial and operating results, interest rates, inflationary considerations, compliance with covenants under its credit facility, fuel costs (including the price of natural gas) and other considerations. Furthermore, while Kodiak’s management team has a track record of successfully executing on the growth of its existing business, the team has not directly engaged in the distributed power solutions business before and this lack of experience could have adverse impacts and complications such as on cost and timing to execute on the new business and the overall success of the program. If Kodiak is unable to successfully execute on this new line of business, its revenue and profitability may not grow as expected, its competitiveness may be materially and adversely affected, and its reputation and business may be harmed.