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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q and in conjunction with our 2025 Form 10-K.
OVERVIEW
We are an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping our customers produce, compress and transport natural gas in a safe and environmentally responsible way. We are a premier provider of natural gas compression services, in terms of total compression fleet horsepower, to customers in the energy industry throughout the U.S., and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. Our business supports a must-run service that is essential to the production, processing, transportation and storage of natural gas.
We operate in two business segments: contract operations and aftermarket services. Our contract operations business primarily includes designing, sourcing, owning, installing, operating, servicing, repairing and maintaining our owned fleet of natural gas compression equipment to provide natural gas compression services to our customers. Our aftermarket services business provides a full range of services to support the compression needs of our customers that own compression equipment, including operations, maintenance, overhaul and reconfiguration services and sales of parts and components.
Significant 2026 Transactions
2028 Notes Redemption
On April 1, 2026, we repurchased our 2028 Notes. The 2028 Notes were redeemed at 100% of their $800.0 million aggregate principal amount plus accrued and unpaid interest of approximately $25.0 million with borrowings under the Credit Facility. We recorded a debt extinguishment gain of $0.7 million during the second quarter of 2026 due to the write-off of unamortized debt premium of $4.0 million, which was partially offset by the write-off of unamortized debt issuance costs of $3.3 million. See Note 9 (“Long-Term Debt”) for further details.
2034 Notes
On January 21, 2026, we completed a private offering of $800.0 million aggregate principal amount of 6.0% senior notes due 2034 and received net proceeds of $789.4 million after deducting issuance costs. In January 2026, the approximately $10.6 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statements of operations over the term of the notes. The net proceeds were used to repay borrowings outstanding under our Credit Facility. See Note 9 (“Long-Term Debt”) for further details.
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Operating Highlights
Three Months Ended Six Months Ended
June 30, June 30,
(horsepower in thousands) 2026 2025 2026 2025
Total available horsepower (at period end)(1) 4,784 4,843 4,784 4,843
Total operating horsepower (at period end)(2) 4,516 4,651 4,516 4,651
Average operating horsepower(3) 4,514 4,467 4,535 4,371
Horsepower utilization:
Spot (at period end) 94 % 96 % 94 % 96 %
Average 94 % 96 % 95 % 96 %
(1) Defined as idle and operating horsepower. Includes new compressors completed by third-party manufacturers that have been delivered to us.
(2) Defined as horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue.
(3) Defined as average of period end horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue, including operating horsepower for the compressors acquired in the NGCS Acquisition beginning May 1, 2025.
Non-GAAP Financial Measures
Management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measure of adjusted gross margin.
We define adjusted gross margin as total revenue less cost of sales, exclusive of depreciation and amortization. Adjusted gross margin is included as a supplemental disclosure because it is a primary measure used by our management to evaluate the results of revenue and cost of sales, exclusive of depreciation and amortization, which are key components of our operations. We believe adjusted gross margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations, the indirect costs associated with our SG&A activities, our financing methods and income taxes. In addition, depreciation and amortization may not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs of current operating activity. As an indicator of our operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, gross margin, net income or any other measure presented in accordance with GAAP. Our adjusted gross margin may not be comparable to a similarly titled measure of other entities because other entities may not calculate adjusted gross margin in the same manner.
Adjusted gross margin has certain material limitations associated with its use as compared to net income. These limitations are primarily due to the exclusion of SG&A, depreciation and amortization, long-lived and other asset impairment, restructuring charges, debt extinguishment gain, interest expense, transaction-related costs, gain on sale of assets, net, other income, net, provision for income taxes and equity in net loss of unconsolidated affiliate. Because we intend to finance a portion of our operations through borrowings, interest expense is a necessary element of our costs and our ability to generate revenue. Additionally, because we use capital assets, depreciation expense is a necessary element of our costs and our ability to generate revenue, and SG&A is necessary to support our operations and required corporate activities. To compensate for these limitations, management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of our performance.
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The following table reconciles net income to adjusted gross margin:
Three Months Ended Six Months Ended
June 30, June 30,
(in thousands) 2026 2025 2026 2025
Net income $ 66,720 $ 63,420 $ 140,514 $ 134,270
Selling, general and administrative 39,641 36,244 84,872 73,451
Depreciation and amortization 71,478 63,139 141,212 120,759
Long-lived and other asset impairment 4,881 10,847 10,140 11,819
Restructuring charges 125 144 261 809
Debt extinguishment gain (687) — (687) —
Interest expense 37,016 41,711 76,526 79,452
Transaction-related costs 328 6,127 924 10,062
Gain on sale of assets, net (297) (4,297) (10,413) (11,632)
Other income, net (967) (2,841) (1,572) (3,525)
Provision for income taxes 25,821 22,433 49,225 43,569
Equity in net loss of unconsolidated affiliate 453 187 933 187
Adjusted gross margin $ 244,512 $ 237,114 $ 491,935 $ 459,221
The following table reconciles gross margin, the most directly comparable GAAP measure, to adjusted gross margin:
Three Months Ended Six Months Ended
June 30, June 30,
(in thousands) 2026 2025 2026 2025
Total revenues $ 371,238 $ 383,152 $ 745,005 $ 730,315
Cost of sales, exclusive of depreciation and amortization (126,726) (146,038) (253,070) (271,094)
Depreciation and amortization (71,478) (63,139) (141,212) (120,759)
Gross margin 173,034 173,975 350,723 338,462
Depreciation and amortization 71,478 63,139 141,212 120,759
Adjusted gross margin $ 244,512 $ 237,114 $ 491,935 $ 459,221
RESULTS OF OPERATIONS
Summary of Results
Revenue was $371.2 million and $383.2 million during the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily driven by decreased revenue from our aftermarket services business, partially offset by increased revenue from our contract operations business. See “Contract Operations” and “Aftermarket Services” below for further details.
Revenue was $745.0 million and $730.3 million during the six months ended June 30, 2026 and 2025, respectively. The increase was primarily driven by increased revenue from our contract operations business, partially offset by decreased revenue from our aftermarket services business. See “Contract Operations” and “Aftermarket Services” below for further details.
Net income was $66.7 million and $63.4 million during the three months ended June 30, 2026 and 2025, respectively. The increase was primarily driven by higher adjusted gross margin from our contract operations business, as well as decreases in long-lived and other asset impairment, transaction-related costs and interest expense. These increases were partially offset by increases in depreciation and amortization, SG&A and provision for income taxes, as well as lower gross margin from our aftermarket services business and a reduction in gain on sale of assets, net.
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Net income was $140.5 million and $134.3 million during the six months ended June 30, 2026 and 2025, respectively. The increase was primarily driven by higher adjusted gross margin from our contract operations business, as well as decreases in transaction-related costs and interest expense. These increases were partially offset by increases in depreciation and amortization, SG&A and provision for income taxes, as well as lower gross margin from our aftermarket services business.
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Contract Operations
Three Months Ended
June 30, Increase
(dollars in thousands) 2026 2025 (Decrease)
Revenue $ 329,260 $ 318,327 3 %
Cost of sales, exclusive of depreciation and amortization 94,672 96,152 (2) %
Adjusted gross margin $ 234,588 $ 222,175 6 %
Adjusted gross margin percentage (1) 71 % 70 % 1 %
(1) Defined as adjusted gross margin divided by revenue.
Revenue in our contract operations business increased approximately $10.9 million due primarily to higher rates, an additional month of revenue from the compression units acquired in the NGCS Acquisition and revenue from additions of horsepower. These increases were partially offset by sales of active horsepower, including the compression units sold in the Flowco Disposition.
The decrease in cost of sales, exclusive of depreciation and amortization, was primarily due to a decrease of $3.0 million in lube oil expenses due to lower prices and a reduction in volumes purchased, as well as a decrease of $1.3 million in parts expense due to lower service activity levels. These decreases were partially offset by a $2.0 million increase in employee compensation and benefits expense. We anticipate lube oil cost pressure in the second half of 2026.
The increases in adjusted gross margin and adjusted gross margin percentage were mainly driven by revenue growth combined with a reduction in cost of sales, exclusive of depreciation and amortization.
Aftermarket Services
Three Months Ended
June 30, Increase
(dollars in thousands) 2026 2025 (Decrease)
Revenue $ 41,978 $ 64,825 (35) %
Cost of sales, exclusive of depreciation and amortization 32,054 49,886 (36) %
Adjusted gross margin $ 9,924 $ 14,939 (34) %
Adjusted gross margin percentage (1) 24 % 23 % 1 %
(1) Defined as adjusted gross margin divided by revenue.
Revenue in our aftermarket services business decreased primarily due to lower parts sales as well as reduced customer demand for major maintenance service activity compared to the three months ended June 30, 2025, which reflected higher parts sales, including the non-recurring sales of overhauled engines.
The decrease in cost of sales, exclusive of depreciation and amortization, was primarily driven by decreased service activity, including differences in the scope, timing and type of services performed.
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Costs and Expenses
Three Months Ended
June 30,
(in thousands) 2026 2025
Selling, general and administrative $ 39,641 $ 36,244
Depreciation and amortization 71,478 63,139
Long-lived and other asset impairment 4,881 10,847
Restructuring charges 125 144
Debt extinguishment gain (687) —
Interest expense 37,016 41,711
Transaction-related costs 328 6,127
Gain on sale of assets, net (297) (4,297)
Other income, net (967) (2,841)
Selling, general and administrative. SG&A increased for the three months ended June 30, 2026 primarily due to higher long-term incentive compensation expense, including a $2.7 million increase in cash-settled incentive compensation expense as a result of an increase in our stock price, as well as a $0.6 million increase in information technology expense. These increases were partially offset by a $0.9 million decrease in professional fees.
Depreciation and amortization. Depreciation and amortization increased primarily due to fixed assets additions, including depreciation and amortization associated with the compression units and intangible assets acquired in the NGCS Acquisition. The increase was partially offset by a decrease in depreciation associated with assets reaching the end of their depreciable lives as well as compression and other asset sales.
Long-lived and other asset impairment. The decrease in long-lived and other asset impairment was primarily due to the $8.7 million write-down of assets held for sale to estimated fair value less costs to sell as of June 30, 2025. The decrease was partially offset by an increase of $2.8 million in compression fleet impairment.
Compression Fleet
We periodically review the future deployment of our idle compressors for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. We also evaluate for impairment our idle units that have been culled from our compression fleet in prior years and are available for sale. The following table presents the results of our compression fleet impairment review, as recorded in our contract operations segment:
Three Months Ended
June 30,
(dollars in thousands) 2026 2025
Idle compressors retired from the active fleet 40 30
Horsepower of idle compressors retired from the active fleet 17,000 12,000
Impairment recorded on idle compressors retired from the active fleet $ 4,881 $ 2,110
Assets Held For Sale
In connection with the classification of the disposal group as assets held for sale as of June 30, 2025, we adjusted the carrying value of the disposal group to its estimated fair value less costs to sell and recorded a write-down of $8.7 million during the three months ended June 30, 2025, which is included in long-lived and other asset impairment in our condensed consolidated statements of operations. See Note 3 (“Business Transactions”) for further details.
Restructuring charges. Restructuring charges of $0.1 million during both the three months ended June 30, 2026 and 2025 consisted of property disposal and closure costs. See Note 14 (“Restructuring Charges”) for further details.
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Debt extinguishment gain. We recorded a debt extinguishment gain of $0.7 million during the three months ended June 30, 2026 as a result of the 2028 Notes Redemption, due to the write-off of unamortized debt premium of $4.0 million, which was partially offset by the write-off of unamortized debt issuance costs of $3.3 million.
Interest expense. Interest expense decreased for the three months ended June 30, 2026, primarily due to a decrease in the weighted-average effective interest rate, as well as a lower average outstanding balance of long-term debt.
Transaction-related costs. We incurred professional fees, compensation and other costs related to the NGCS Acquisition during the three months ended June 30, 2026 and 2025 of $0.1 million and $4.7 million, respectively. We incurred compensation and other costs related to the TOPS Acquisition during the three months ended June 30, 2026 and 2025 of $0.2 million and $1.4 million, respectively. See Note 3 (“Business Transactions”) for further details.
Gain on sale of assets, net. Gain on sale of assets, net decreased for the three months ended June 30, 2026, primarily due to gains of $0.6 million on other asset sales, partially offset by losses of $0.3 million on compression asset sales, compared to gains of $3.6 million and $0.7 million on compression and other asset sales, respectively, during the three months ended June 30, 2025.
Other income, net. The decrease in other income, net was primarily due to a decrease in proceeds from insurance and other settlements during the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Provision for Income Taxes
Provision for income taxes increased during the three months ended June 30, 2026, primarily due to the tax effect of the increase in book income and the limitation on executive compensation partially offset by the benefit from equity-settled long-term incentive compensation.
Three Months Ended
June 30, Increase
(dollars in thousands) 2026 2025 (Decrease)
Provision for income taxes $ 25,821 $ 22,433 15 %
Effective tax rate 28 % 26 % 2 %
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Contract Operations
Six Months Ended
June 30, Increase
(dollars in thousands) 2026 2025 (Decrease)
Revenue $ 660,140 $ 618,724 7 %
Cost of sales, exclusive of depreciation and amortization 187,943 185,951 1 %
Adjusted gross margin $ 472,197 $ 432,773 9 %
Adjusted gross margin percentage (1) 72 % 70 % 2 %
(1) Defined as adjusted gross margin divided by revenue.
Revenue in our contract operations business increased approximately $41.4 million due primarily to higher rates, an additional four months of revenue from the compression units acquired in the NGCS Acquisition and revenue from additions of horsepower. These increases were partially offset by sales of active horsepower, including the compression units sold in the Flowco Disposition.
The increase in cost of sales, exclusive of depreciation and amortization, was primarily due to a $6.0 million increase in employee compensation and benefits expense and a $0.7 million increase in parts expense due to higher service activity levels. These increases were partially offset by a decrease of $5.4 million in lube oil expenses primarily due to lower prices, partially offset by an increase in volumes purchased. We anticipate lube oil cost pressure in the second half of 2026.
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The increases in adjusted gross margin and adjusted gross margin percentage were mainly driven by revenue growth that outpaced the increase in cost of sales, exclusive of depreciation and amortization.
Aftermarket Services
Six Months Ended
June 30, Increase
(dollars in thousands) 2026 2025 (Decrease)
Revenue $ 84,865 $ 111,591 (24) %
Cost of sales, exclusive of depreciation and amortization 65,127 85,143 (24) %
Adjusted gross margin $ 19,738 $ 26,448 (25) %
Adjusted gross margin percentage (1) 23 % 24 % (1) %
(1) Defined as adjusted gross margin divided by revenue.
Revenue in our aftermarket services business decreased primarily due to reduced customer demand for major maintenance service activity as well as lower parts sales compared to the six months ended June 30, 2025, which reflected higher parts sales, including the non-recurring sale of overhauled engines.
The decrease in cost of sales, exclusive of depreciation and amortization, was primarily driven by decreased service activity, including differences in the scope, timing and type of services performed.
Costs and Expenses
Six Months Ended
June 30,
(in thousands) 2026 2025
Selling, general and administrative $ 84,872 $ 73,451
Depreciation and amortization 141,212 120,759
Long-lived and other asset impairment 10,140 11,819
Restructuring charges 261 809
Debt extinguishment gain (687) —
Interest expense 76,526 79,452
Transaction-related costs 924 10,062
Gain on sale of assets, net (10,413) (11,632)
Other income, net (1,572) (3,525)
Selling, general and administrative. SG&A increased for the six months ended June 30, 2026 primarily due to higher long-term incentive compensation expense, including a $6.7 million increase in cash-settled incentive compensation expense as a result of an increase in our stock price and a $3.2 million acceleration of expense recognition for long-term incentive compensation pursuant to an executive retention agreement, as well as a $1.4 million increase in information technology expense. These increases were partially offset by a $2.8 million decrease in professional fees.
Depreciation and amortization. Depreciation and amortization increased primarily due to fixed assets additions, including depreciation and amortization associated with the compression units and intangible assets acquired in the NGCS Acquisition. The increase was partially offset by a decrease in depreciation associated with assets reaching the end of their depreciable lives as well as compression and other asset sales.
Long-lived and other asset impairment. The decrease in long-lived and other asset impairment was primarily due to the $8.7 million write-down of assets held for sale to estimated fair value less costs to sell as of June 30, 2025. The decrease was partially offset by an increase of $7.1 million in compression fleet impairment.
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Compression Fleet
We periodically review the future deployment of our idle compressors for units that are not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. We also evaluate for impairment our idle units that have been culled from our compression fleet in prior years and are available for sale. The following table presents the results of our compression fleet impairment review, as recorded in our contract operations segment:
Six Months Ended
June 30,
(dollars in thousands) 2026 2025
Idle compressors retired from the active fleet 100 50
Horsepower of idle compressors retired from the active fleet 41,000 17,000
Impairment recorded on idle compressors retired from the active fleet $ 10,140 $ 3,082
Assets Held For Sale
In connection with the classification of the disposal group as assets held for sale as of June 30, 2025, we adjusted the carrying value of the disposal group to its estimated fair value less costs to sell and recorded a write-down of $8.7 million during the six months ended June 30, 2025, which is included in long-lived and other asset impairment in our condensed consolidated statements of operations. See Note 3 (“Business Transactions”) for further details.
Restructuring charges. Restructuring charges of $0.3 million during the six months ended June 30, 2026 consisted of property disposal and closure costs, whereas restructuring charges of $0.8 million during the six months ended June 30, 2025 consisted of severance, property disposal and closure costs. See Note 14 (“Restructuring Charges”) for further details.
Debt extinguishment gain. We recorded a debt extinguishment gain of $0.7 million during the six months ended June 30, 2026 as a result of the 2028 Notes Redemption, due to the write-off of unamortized debt premium of $4.0 million, which was partially offset by the write-off of unamortized debt issuance costs of $3.3 million.
Interest expense. Interest expense decreased for the six months ended June 30, 2026, primarily due to a decrease in the weighted-average effective interest rate, partially offset by an increase in the average outstanding balance of long-term debt.
Transaction-related costs. We incurred professional fees, compensation and other costs related to the NGCS Acquisition during the six months ended June 30, 2026 and 2025 of $0.5 million and $7.6 million, respectively. We incurred compensation and other costs related to the TOPS Acquisition during the six months ended June 30, 2026 and 2025 of $0.5 million and $2.5 million, respectively. See Note 3 (“Business Transactions”) for further details.
Gain on sale of assets, net. Gain on sale of assets, net decreased for the six months ended June 30, 2026, primarily due to gains of $7.9 million and $2.5 million on compression and other asset sales, respectively, compared to gains of $10.7 million and $0.9 million on compression and other asset sales, respectively, during the six months ended June 30, 2025.
Other income, net. The decrease in other income, net was primarily due to a decrease in proceeds from insurance and other settlements during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Provision for Income Taxes
Provision for income taxes increased during the six months ended June 30, 2026, primarily due to the tax effect of the increase in book income and the limitation on executive compensation, partially offset by the benefit from equity-settled long-term incentive compensation.
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Six Months Ended
June 30, Increase
(dollars in thousands) 2026 2025 (Decrease)
Provision for income taxes $ 49,225 $ 43,569 13 %
Effective tax rate 26 % 24 % 2 %
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our ability to fund operations, finance capital expenditures, pay dividends and fund share repurchases depends on the levels of our operating cash flows and access to the capital and credit markets. Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under our Credit Facility. Our cash flow is affected by numerous factors including prices and demand for our services, oil and natural gas exploration and production spending, conditions in the financial markets and other factors. We have no near-term maturities and believe that our operating cash flows and borrowings under the Credit Facility will be sufficient to meet our liquidity needs in the next twelve months and beyond.
We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, may be material, will be upon terms and prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
Cash Requirements
Our contract operations business is capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital spending is primarily dependent on the demand for our contract operations services and the availability of the type of compression equipment required for us to provide those contract operations services to our customers. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of, the following:
• operating expenses, namely employee compensation and benefits, inventory and lube oil purchases;
• growth capital expenditures;
• maintenance capital expenditures;
• interest on our outstanding debt obligations;
• dividend payments to our stockholders; and
• shares repurchased under the Share Repurchase Program and to cover taxes required to be withheld on the vesting date of long-term incentive grants to employees.
Capital Expenditures
Growth Capital Expenditures. The majority of our growth capital expenditures are related to the acquisition cost of new compressors when our idle equipment cannot be reconfigured to economically fulfill a project’s requirements and the new compressor is expected to generate economic returns that exceed our cost of capital over the compressor’s expected useful life. In addition to newly-acquired compressors, growth capital expenditures include the upgrading of major components on an existing compression package where the current configuration of the compression package is no longer in demand and the compressor is not likely to return to an operating status without the capital expenditures. These expenditures substantially modify the operating parameters of the compression package such that it can be used in applications for which it previously was not suited.
Growth capital expenditures were $115.9 million and $206.7 million for the six months ended June 30, 2026 and 2025, respectively.
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Maintenance Capital Expenditures. Maintenance capital expenditures are related to major overhauls of significant components of a compression package, such as the engine, electric motor, compressor and cooler, which return the components to a like-new condition, but do not modify the application for which the compression package was designed.
Maintenance capital expenditures were $73.5 million and $55.2 million during the six months ended June 30, 2026 and 2025, respectively. The increase in maintenance capital expenditures was primarily due to an increase in scheduled and unscheduled maintenance activities due to maintenance cycle requirements and the addition of the compression units acquired in the NGCS Acquisition.
Projected Capital Expenditures. We currently plan to spend approximately $400 million to $445 million on capital expenditures during 2026, primarily consisting of approximately $250 million to $275 million for growth capital expenditures and approximately $125 million to $135 million for maintenance capital expenditures.
Purchase Commitments. Our future capital purchase commitments consist of contractual obligations for new fleet assets that have been ordered but not yet received. As of June 30, 2026, we had contractual obligations to purchase $868.9 million of additional fleet assets through 2029, of which $258.8 million is due within the next 12 months.
Returning Capital to Stockholders
We continue to return capital to stockholders through quarterly dividends and share repurchases. On July 23, 2026, our Board of Directors declared a quarterly dividend of $0.23 per share of common stock, or approximately $40.5 million, to be paid on August 11, 2026 to stockholders of record at the close of business on August 4, 2026. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations and credit and loan agreements in effect at that time and other factors deemed relevant by our Board of Directors. In October 2025, our Board of Directors approved an additional increase to our Share Repurchase Program of $100.0 million through December 31, 2026, and as of June 30, 2026, available capacity under the Share Repurchase Program was $113.2 million. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion.
2028 Notes Redemption
On April 1, 2026, we repurchased our 2028 Notes. The 2028 Notes were redeemed at 100% of their $800.0 million aggregate principal amount plus accrued and unpaid interest of approximately $25.0 million with borrowings under the Credit Facility. We recorded a debt extinguishment gain of $0.7 million during the second quarter of 2026 due to the write-off of unamortized debt premium of $4.0 million, which was partially offset by the write-off of unamortized debt issuance costs of $3.3 million.
2027 Notes Redemption
In November 2025, we repurchased our 2027 Notes. The 2027 Notes were redeemed at 100% of their $300.0 million aggregate principal amount plus accrued and unpaid interest of approximately $2.6 million with borrowings under the Credit Facility. We recorded a debt extinguishment loss related to unamortized debt issuance costs of $0.9 million during the fourth quarter of 2025.
Sources of Cash
Credit Facility
In December 2025, we amended our Amended and Restated Credit Agreement to, among other things, remove the 0.10% per annum credit spread adjustment that was previously included in the calculation of the interest rate applicable to the loans made under the Credit Facility, decrease the applicable margin for all borrowings by 0.25% per annum such that the applicable margin for borrowings varies and decrease the commitment fee payable on the daily unused amount of the Credit Facility from 0.375% per annum to 0.25% per annum when less than 50% of the Credit Facility is utilized.
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In May 2025, we amended our Amended and Restated Credit Agreement to, among other things, increase the borrowing capacity of the Credit Facility from $1.1 billion to $1.5 billion and provide for the ability for the borrowers to request additional increases in the aggregate commitments under the Credit Facility to a total amount not to exceed $2.3 billion (with any increase being at the discretion of the lenders and subject to the satisfaction of certain conditions set forth in the Amended and Restated Credit Agreement).
During the six months ended June 30, 2026 and 2025, our Credit Facility had an average daily balance of $596.6 million and $589.9 million, respectively. The weighted-average annual interest rate on the outstanding balance under the Credit Facility was 5.4% and 5.8% at June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, there were $3.2 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 1.7%.
As of June 30, 2026, we were in compliance with all covenants under our Amended and Restated Credit Agreement. Additionally, all undrawn capacity on our Credit Facility was available for borrowings as of June 30, 2026.
2034 Notes
On January 21, 2026, we completed a private offering of $800.0 million aggregate principal amount of 6.0% senior notes due 2034 and received net proceeds of $789.4 million after deducting issuance costs. In January 2026, the approximately $10.6 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statements of operations over the term of the notes. The net proceeds were used to repay borrowings outstanding under our Credit Facility.
Cash Flows
Our cash flows, as reflected in our condensed consolidated statements of cash flows, are summarized below:
Six Months Ended
June 30,
(in thousands) 2026 2025
Net cash provided by (used in):
Operating activities $ 346,635 $ 243,099
Investing activities (187,743) (541,697)
Financing activities (158,445) 300,039
Net increase in cash and cash equivalents $ 447 $ 1,441
Operating Activities
The increase in net cash provided by operating activities was primarily due to tax refund receipts of $41.5 million and higher adjusted gross margin from our contract operations business as a result of an overall increase in levels of activity.
Investing Activities
The decrease in net cash used in investing activities was primarily due to $296.6 million of cash consideration paid in the NGCS Acquisition during the six months ended June 30, 2025, as well as a $68.2 million decrease in capital expenditures.
Financing Activities
The change to net cash used in financing activities from net cash provided by financing activities was primarily due to net repayments on our Credit Facility of $52.9 million and a $10.7 million increase in dividends paid to stockholders, partially offset by a $24.6 million decrease in shares repurchased under the Share Repurchase Program. Additionally, proceeds from the issuance of the 2034 Notes in January 2026 were offset by the 2028 Notes Redemption in
April 2026.
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