STOCK TITAN

Natural Gas Services Group (NGS) lifts 2026 EBITDA guidance after Flatrock deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Natural Gas Services Group reported a strong second quarter of 2026 driven by rental fleet growth and the Flatrock acquisition. Total revenue rose 24.2% to $51.4 million, with rental revenue up 24.9% to $49.4 million, supported by contracted fleet expansion and pricing strength. Adjusted Gross Margin increased to $30.8 million, and Adjusted EBITDA grew 27.4% to $25.1 million, while horsepower utilization reached a record 88.3%.

GAAP net income declined to $3.8 million ($0.30 per diluted share) from $5.2 million a year earlier, mainly due to $3.3 million of strategic transaction costs related to the June 12 acquisition of Flatrock Compression. Adjusted Net Income improved to $6.1 million ($0.47 per diluted share). The company paid a quarterly cash dividend of $0.15 per share and declared another $0.15 dividend payable September 2, 2026.

NGS closed the Flatrock deal, contributing 87,233 rented horsepower and $2.2 million of revenue in the partial quarter. Cash used for the acquisition totaled $108.7 million, contributing to an increase in revolving credit facility borrowings to $328.0 million and a leverage ratio of 2.77x, with over $170 million of facility capacity remaining. Management raised full-year 2026 Adjusted EBITDA guidance to $103–$108 million and now plans $60–$80 million of growth and $15–$19 million of maintenance capital expenditures.

Positive

  • Total revenue grew 24.2% to $51.4 million year over year in Q2 2026, driven primarily by a 24.9% increase in rental revenue, indicating strong demand and successful contracted fleet expansion.
  • Adjusted EBITDA increased 27.4% to $25.1 million in Q2 2026, reflecting improved profitability from higher rental margins and supporting the raised full-year Adjusted EBITDA guidance.
  • Management raised 2026 Adjusted EBITDA guidance to $103–$108 million from prior guidance of $92.5–$97.5 million, citing record first-half performance, the Flatrock acquisition, and high fleet utilization.
  • The company completed the Flatrock Acquisition, adding 87,233 rented horsepower and approximately 92,600 total horsepower to the fleet, enhancing scale and presence in key growth basins.
  • Horsepower utilization reached 88.3% and unit utilization 72.2% at June 30, 2026, both higher than a year earlier, demonstrating efficient fleet deployment.
  • NGS generated $25.4 million of operating cash flow in Q2 2026 and $48.5 million in the first half of 2026, supporting growth capex, acquisition integration, and shareholder returns.
  • The Board declared a recurring $0.15 per share quarterly dividend, returning $1.9 million to shareholders in Q2 and confirming another dividend payable on September 2, 2026.

Negative

  • GAAP net income declined to $3.8 million in Q2 2026 from $5.2 million a year earlier and $6.8 million in Q1 2026, as transaction-related expenses weighed on reported earnings.
  • Long-term debt on the revolving credit facility increased to $328.0 million from $230.0 million at year-end 2025, raising the bank covenant leverage ratio to 2.77x, though the company remains in compliance with covenants.

Filing Explained

The completed Flatrock acquisition included $9,999 thousand of newly issued common stock, increasing issued shares to 14,207 thousand and diluting existing holders’ ownership percentage.

NGS completed the Flatrock acquisition on June 12, 2026, and the filing records $9,999 thousand of common stock issued in connection with it; issued common shares were 14,207 thousand at June 30, 2026, versus 13,883 thousand at December 31, 2025. That completed issuance increases the share count and, absent offsetting changes, reduces an existing holder’s percentage ownership.

The acquisition consideration disclosed in the cash-flow statement included $108,680 thousand of cash, net of cash acquired, plus the common-stock issuance. The balance sheet separately lists 30,000 shares authorized, so authorized capacity is not itself an additional issuance.

The declared $0.15 per-share dividend applies to shareholders of record at the close of business on August 19, 2026, with payment scheduled for September 2, 2026.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total Revenue Q2 2026 $51.4 million Three months ended June 30, 2026; up 24.2% from $41.4 million in 2025
Rental Revenue Q2 2026 $49.4 million Three months ended June 30, 2026; 24.9% year-over-year increase
Net Income Q2 2026 $3.8 million Three months ended June 30, 2026; $0.30 per diluted share
Adjusted Net Income Q2 2026 $6.1 million Three months ended June 30, 2026; $0.47 per diluted share
Adjusted EBITDA Q2 2026 $25.1 million Three months ended June 30, 2026; 27.4% increase from $19.7 million
2026 Adjusted EBITDA Guidance $103 million - $108 million Full-year 2026 outlook; raised from $92.5 million - $97.5 million
Flatrock Cash Consideration $108.7 million Cash portion of Flatrock Acquisition in Q2 2026, net of cash acquired
Revolving Credit Facility Debt $328.0 million Outstanding as of June 30, 2026; leverage ratio 2.77x
Horsepower Utilization 88.3% Utilization at June 30, 2026; 669,919 rented horsepower out of 758,526 total
Quarterly Dividend $0.15 per share Cash dividend declared, payable September 2, 2026 to holders of record August 19, 2026
Adjusted EBITDA financial
"Adjusted EBITDA(1) of $25.1 million for the second quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Gross Margin financial
"Total Adjusted Gross Margin, exclusive of depreciation expense, increased to $30.8 million"
Adjusted gross margin is a measure of how much profit a company makes from its sales after accounting for certain expenses or one-time costs, but before deducting other operating expenses. It helps investors see the company's core profitability more clearly by removing factors that might distort the usual profit picture, similar to a runner measuring their speed without considering obstacles or weather. This metric provides a clearer view of the company's ongoing financial health.
horsepower utilization technical
"horsepower utilization reached a record 88.3%"
maintenance capital expenditures financial
"Maintenance capital expenditures for 2026 are expected in the range of $15 million to $19 million"
Maintenance capital expenditures are the money a company spends to keep its existing buildings, machines, vehicles, or systems running at their current capacity—think replacing worn parts, major repairs, or necessary upgrades to avoid breakdowns. Investors watch this because it’s a recurring, non-growth cost that must be paid before a company can invest in expansion or return cash to shareholders; like routine car maintenance, it preserves value but reduces funds available for new opportunities.
bank covenant leverage financial
"We ended the quarter with bank covenant leverage of 2.77x"
non-GAAP financial measures financial
"Non-GAAP Financial Measures - Adjusted EBITDA"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Total Revenue $51.4 million 24.2% increase year over year
Rental Revenue $49.4 million 24.9% increase year over year
Adjusted EBITDA $25.1 million 27.4% increase year over year
Net Income $3.8 million Lower than $5.2 million in Q2 2025
Guidance

For full-year 2026, Adjusted EBITDA is guided to $103 million - $108 million, up from prior guidance of $92.5 million - $97.5 million; growth capex is expected at $60 million - $80 million and maintenance capex at $15 million - $19 million.

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FAQ

How did Natural Gas Services Group (NGS) perform financially in Q2 2026?

NGS generated $51.4 million in total revenue in Q2 2026, up 24.2% year over year. Rental revenue rose 24.9% to $49.4 million. Adjusted EBITDA increased 27.4% to $25.1 million, while GAAP net income was $3.8 million.

What is Natural Gas Services Group’s updated 2026 Adjusted EBITDA guidance (NGS)?

NGS now expects 2026 Adjusted EBITDA of $103–$108 million, raised from prior guidance of $92.5–$97.5 million. The increase reflects record first-half results, the Flatrock acquisition, high utilization, and contracted organic fleet growth.

What are the details of the Flatrock acquisition by NGS?

NGS completed the Flatrock Acquisition on June 12, 2026, adding 87,233 rented horsepower and $2.2 million of Q2 revenue. Cash used for the transaction was $108.7 million, and NGS also issued common stock valued at $9.999 million.

What dividend did Natural Gas Services Group (NGS) declare in this report?

The Board declared a $0.15 per share cash dividend for the third quarter of 2026. It will be paid on September 2, 2026 to shareholders of record as of the close of business on August 19, 2026.

How leveraged is Natural Gas Services Group (NGS) after the Flatrock acquisition?

At June 30, 2026, NGS had $328.0 million outstanding on its revolving credit facility, with a bank covenant leverage ratio of 2.77x and over $170 million of remaining facility capacity, while remaining in covenant compliance.

What were NGS’s key operating metrics such as utilization in Q2 2026?

As of June 30, 2026, NGS reported 669,919 rented horsepower and 1,521 utilized units. Horsepower utilization was 88.3% and unit utilization 72.2%, both above prior-year levels, signaling strong demand and efficient fleet use.

How much capital spending does Natural Gas Services Group (NGS) plan for 2026?

For 2026, NGS expects $60–$80 million of growth capital expenditures and $15–$19 million of maintenance capital expenditures. Spending is focused on large horsepower and electric motor drive compression units for the expanded fleet.
false000108499100010849912024-05-152024-05-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 10, 2026
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Texas
1-31398
75-2811855
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
601 State Street, Suite 400
Southlake, TX 76092
(Address of Principal Executive Offices)
(432) 262-2700
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, Par Value $0.01NGSNYSE


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 2.02.  Results of Operations and Financial Condition.
On August 10, 2026, Natural Gas Services Group, Inc. (the “Company”) issued a press release announcing its results of operations for three months ended June 30, 2026. The press release issued August 10, 2026 is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K. Natural Gas Services Group’s annual report on Form 10-K and its reports on Forms 10-Q and 8-K and other publicly available information should be consulted for other important information about Natural Gas Services Group, Inc.
The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01 Other Events
On August 10, 2026, the Company announced that its Board of Directors has declared a cash dividend of $0.15 per share of common stock. This cash dividend will be paid on September 2, 2026, to all shareholders of record as of the close of business on August 19, 2026.
Item 9.01.  Financial Statements and Exhibits.
(d)         Exhibits
The Exhibit listed below is furnished as an Exhibit to this Current Report on Form 8-K.
Exhibit No.Description
99.1
Press release issued August 10, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NATURAL GAS SERVICES GROUP, INC.
Date:May 11, 2026
By:
/s/ Justin C. Jacobs
Justin C. Jacobs
Chief Executive Officer
(Principal Executive Officer)



Exhibit 99.1





FOR IMMEDIATE RELEASE
          NEWS
August 10, 2026
NYSE: NGS


Natural Gas Services Group, Inc.
Reports Second Quarter 2026 Financial and Operating Results;
Announces Dividend and Provides Updated Guidance

SOUTHLAKE, Texas, August 10, 2026 (GLOBE NEWSWIRE) Natural Gas Services Group, Inc. (“NGS” or the “Company”) (NYSE:NGS), a leading provider of natural gas compression equipment, technology, and services to the energy industry, today announced financial results for the three months ended June 30, 2026.

Second Quarter 2026 Highlights
Rental revenue of $49.4 million for the second quarter of 2026 represents a 24.9% year-over-year increase and a 4.9% sequential increase compared to the first quarter of 2026.
Net income of $3.8 million, or $0.30 per diluted share, for the second quarter of 2026 compared to $5.2 million or $0.41 per diluted share for the second quarter of 2025 and $6.8 million, or $0.53 per diluted share for the first quarter of 2026.
Adjusted Net Income(1) for the three months ended June 30, 2026, was $6.1 million, or $0.47 per diluted share, compared to Adjusted Net Income of $5.3 million, or $0.42 per diluted share, for the comparable 2025 period.
Completed the acquisition of Flatrock Compression Holdings, LLC ("Flatrock") on June 12, 2026, adding 87,233 rented horsepower (the "Flatrock Acquisition").
Adjusted EBITDA(1) of $25.1 million for the second quarter of 2026, represents a 27.4% year-over-year increase and a 3.3% increase sequentially.
Returned $1.9 million to shareholders during the second quarter of 2026 through the Company's quarterly dividend of $0.15 per share and announced a third-quarter dividend of $0.15 per share to stockholders of record as of August 19, 2026, expected to be paid on September 2, 2026.

Management Commentary and Outlook
"NGS delivered a record second quarter and a milestone first half of 2026," said Justin Jacobs, Chief Executive Officer. "Second quarter rental revenue increased 25% year over year, Adjusted EBITDA increased 27% year over year, and horsepower utilization reached a record 88.3%. These results reflect great field execution and strong demand for our fleet."

"The acquisition of Flatrock added approximately 92,600 total horsepower to our fleet, improved our unit density in key growth basins, and accelerated our electric motor drive strategy. With only a partial month of Flatrock results included in the quarter, the full financial benefit of the combined platform remains ahead of us. Integration is progressing well, and we already see meaningful opportunities to diversify organic growth, improve field operating efficiency, and enhance fixed cost leverage."

"Organic momentum also remains strong. We added 22,200 total horsepower during the first half of 2026, with large horsepower electric motor drive equipment comprising well more than half of those additions, and we now expect to deploy at least 55,000 horsepower organically this year. Industry fundamentals remain constructive, supported by high utilization, constrained equipment supply, and growing compression requirements tied to oil and gas production, LNG exports, and power demand."

"Based on our record first-half performance and the Flatrock Acquisition, we are increasing full-year 2026 Adjusted EBITDA guidance to $103 million to $108 million. We ended the quarter with bank covenant leverage of 2.77x and more than $170 million of facility capacity providing flexibility to continue executing our strategic growth levers while returning capital to shareholders."

(1)     For a definition of Adjusted Gross Margin, Adjusted Net Income and Adjusted EBITDA and reconciliation to their most directly comparable financial measures calculated and presented in accordance with GAAP, please see “Non-GAAP Financial Measures - Adjusted Gross Margin,” “Non-GAAP Financial Measures - Adjusted Net Income” and “Non-GAAP Financial Measures - Adjusted EBITDA” below.
1


Exhibit 99.1




Corporate Guidance — 2026 Outlook
The Company now expects 2026 Adjusted EBITDA of $103 million to $108 million, compared to prior guidance of $92.5 million to $97.5 million. The updated guidance reflects record first-half performance, the June 12 acquisition of Flatrock, high utilization, and contracted organic fleet expansion balanced with expected inflationary pressures during the remainder of 2026.
Outlook
FY 2026 Adjusted EBITDA$103 million - $108 million
FY 2026 Growth Capital Expenditures$60 million - $80 million
FY 2026 Maintenance Capital Expenditures$15 million - $19 million
The outlook for capital expenditures has been updated to reflect the larger combined fleet and growth commitments following the acquisition of Flatrock. Growth capital expenditures for 2026 are expected in the range of $60 million to $80 million, excluding acquisition consideration, and remain focused on the deployment of large horsepower and electric motor drive compression units. Maintenance capital expenditures for 2026 are expected in the range of $15 million to $19 million.
Consistent with prior periods, the Company remains committed to disciplined capital allocation and investing in assets that generate attractive long-term returns. The Company's operating cash flow, expanded $500 million credit facility, and significant borrowing capacity provide flexibility to integrate Flatrock, fund organic growth, pursue accretive acquisitions, and return capital to shareholders.
2026 Second Quarter Financial Results
Revenue: Total revenue for the three months ended June 30, 2026, increased 24.2% to $51.4 million from $41.4 million for the three months ended June 30, 2025. This increase was primarily attributable to higher rental revenues for the comparable periods. Rental revenue increased 24.9% to $49.4 million from $39.6 million in the second quarter of 2025 driven by contracted fleet expansion and continued pricing strength across the company's fleet. Revenues provided by Flatrock during the partial month period were $2.2 million. As of June 30, 2026, we had 669,919 rented horsepower (1,521 utilized units) compared to 498,651 horsepower (1,198 utilized units) as of June 30, 2025, reflecting a 34.3% increase in total utilized horsepower. Flatrock accounted for 87,233 rented horsepower from 270 utilized units.
Gross Margins and Adjusted Gross Margins(1): Total gross margins, including depreciation expense increased to $20.1 million for the three months ended June 30, 2026, compared to $15.4 million for the same period in 2025. Total Adjusted Gross Margin, exclusive of depreciation expense, increased to $30.8 million for the three months ended June 30, 2026, compared to $24.2 million for the same period in 2025.
Operating Income: Operating income for the three months ended June 30, 2026, was $9.9 million and was essentially unchanged from the comparable 2025 period.
Net Income and Adjusted Net Income(1): Net income for the three months ended June 30, 2026, was $3.8 million, or $0.30 per diluted share, compared to net income of $5.2 million, or $0.41 per diluted share, for the comparable 2025 period and $6.8 million, or $0.53 per diluted share for the three months ended March 31, 2026. The year-over-year and sequential decline in net income were driven by $3.3 million of strategic transaction costs attributable to the Flatrock Acquisition embedded in selling, general and administrative expenses, partially offset by increases in rental revenue and the associated gross margin impact. Adjusted Net Income for the three months ended June 30, 2026, was $6.1 million, or $0.47 per diluted share, compared to Adjusted Net Income of $5.3 million, or $0.42 per diluted share, for the comparable 2025 period.
Cash Flows: For the three months ended June 30, 2026, cash flows provided by operating activities were $25.4 million, while cash flows used in investing activities were $127.5 million which includes $108.7 million for the cash portion of the Flatrock Acquisition, net of cash acquired and $18.8 million of capital expenditures including $15.4 million and $3.4 million for growth and maintenance, respectively. This compares to cash flows from operating activities of $11.0 million and cash flows used in investing activities of $25.7 million for the comparable period in 2025.
Adjusted EBITDA(1): Adjusted EBITDA increased 27.4% to $25.1 million for the three months ended June 30, 2026, from $19.7 million for the same period in 2025. The increase was primarily attributable to higher rental revenue and rental adjusted gross margin. Sequentially, Adjusted EBITDA increased 3.3% when compared to $24.3 million for the three months ended March 31, 2026.
Debt: Outstanding debt on our revolving credit facility as of June 30, 2026, was $328.0 million with over $170 million available on our facility and $134.8 million of availability, reflecting the applicable borrowing base calculation. Our leverage ratio as of June 30, 2026, was 2.77x and our fixed charge coverage ratio was 4.18x. As of June 30, 2026, the Company was in compliance with all terms, conditions and covenants of the credit agreement.

2


Exhibit 99.1





Selected data (unaudited): The tables below show revenue by product line, gross margin and adjusted gross margin for the trailing five quarters. Adjusted gross margin is the difference between revenue and cost of sales, exclusive of depreciation.
Revenues
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
(in thousands)
Rental$39,580 $41,502 $44,334 $47,115 $49,433 
Sales750 471 844 491 980 
Aftermarket services1,052 1,428 971 861 988 
Total$41,382 $43,401 $46,149 $48,467 $51,401 
Gross Margin
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
(in thousands)
Rental$15,294 $16,508 $16,346 $19,991 $19,597 
Sales(254)(75)(134)(250)200 
Aftermarket services310 244 283 342 264 
Total$15,350 $16,677 $16,495 $20,083 $20,061 
Adjusted Gross Margin (1)
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
(in thousands)
Rental$24,052 $25,532 $25,940 $30,025 $30,216 
Sales(161)23 (14)(133)316 
Aftermarket services332 273 304 356 279 
Total$24,223 $25,828 $26,230 $30,248 $30,811 
Adjusted Gross Margin %
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
Rental60.8 %61.5 %58.5 %63.7 %61.1 %
Sales(21.5)%4.9 %(1.7)%(27.1)%32.2 %
Aftermarket services31.6 %19.1 %31.3 %41.3 %28.2 %
Total58.5 %59.5 %56.8 %62.4 %59.9 %
Operating Statistics (at end of period):
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
Horsepower Utilized
498,651526,015562,676574,969669,919
Total Horsepower
596,322625,686662,542661,872758,526
Horsepower Utilization
83.6 %84.1 %84.9 %86.9 %88.3 %
Units Utilized
1,1981,2351,2451,2431,521
Total Units
1,8331,8911,9141,8012,108
Unit Utilization
65.4 %65.3 %65.0 %69.0 %72.2 %

3


Exhibit 99.1




Non-GAAP Financial Measure - Adjusted Net income: “Adjusted Net Income” is a non-GAAP financial measure that we define as net income (loss) adjusted for nonrecurring interest income attributable to income tax refunds, impairments, nonrecurring restructuring charges including severance and costs directly attributable to strategic transactions, including the Flatrock Acquisition, and income tax effects of these adjustments. We believe that Adjusted Net Income and Adjusted Net Income per share amounts provide meaningful supplemental information regarding our operational performance on a recurring basis.
The following tables reconcile our net income and diluted earnings per share, the most directly comparable GAAP financial measure, to Adjusted Net Income and Adjusted Net Income per diluted share:
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
(in thousands)
Net income$5,188 $5,784 $4,102 $6,763 $3,830 
Interest income— — (2,444)— (36)
Impairments— — 2,600 — — 
Severance and restructuring charges89 — — — — 
Strategic transaction costs— — — — 3,271 
Income tax effects of adjustments(21)— (47)— (1,001)
Adjusted Net Income$5,256 $5,784 $4,211 $6,763 $6,064 
Net income per diluted share$0.41 $0.46 $0.32 $0.53 $0.30 
Adjusted Net Income per diluted share$0.42 $0.46 $0.33 $0.53 $0.47 

Non-GAAP Financial Measure - Adjusted Gross Margin: “Adjusted Gross Margin” as defined by us is total revenue less costs of revenues (excluding depreciation and amortization expense). Adjusted Gross Margin is included as a supplemental disclosure because it is a primary measure used by our management as it represents the results of revenue and costs (excluding depreciation and amortization expense), which are key components of our operations. Adjusted Gross Margin differs from gross margin, in that gross margin includes depreciation and amortization expense. 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. Depreciation and amortization expense does not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs from current operating activity. Rather, depreciation and amortization expense reflects the systematic allocation of historical property and equipment costs over their estimated useful lives.
Adjusted Gross Margin has certain material limitations associated with its use as compared to gross margin. These limitations are primarily due to the exclusion of depreciation and amortization expense, which is material to our results of operations. Because we use capital assets, depreciation and amortization expense is a necessary element of our costs and our ability to generate revenue. In order 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. As an indicator of our operating performance, Adjusted Gross Margin should not be considered an alternative to, or more meaningful than, gross margin as determined in accordance with GAAP. Our Adjusted Gross Margin may not be comparable to a similarly titled measure of another company because other entities may not calculate Adjusted Gross Margin in the same manner.
The following table calculates our gross margin, the most directly comparable GAAP financial measure, and reconciles it to Adjusted Gross Margin:
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
(in thousands)
Total revenue$41,382 $43,401 $46,149 $48,467 $51,401 
Costs of revenue, exclusive of depreciation(17,159)(17,573)(19,919)(18,219)(20,590)
Depreciation allocable to costs of revenue(8,873)(9,151)(9,735)(10,165)(10,750)
Gross margin15,350 16,677 16,495 20,083 20,061 
Depreciation allocable to costs of revenue8,873 9,151 9,735 10,165 10,750 
Adjusted Gross Margin$24,223 $25,828 $26,230 $30,248 $30,811 
4


Exhibit 99.1




Non-GAAP Financial Measures - Adjusted EBITDA: “Adjusted EBITDA” is a non-GAAP financial measure that we define as net income (loss) before interest, taxes, depreciation and amortization, as well as an increase in inventory allowance, impairments, retirement of rental equipment, nonrecurring restructuring charges including severance, costs directly attributable to strategic transactions, including the Flatrock Acquisition and non-cash equity-classified stock-based compensation expenses. This term, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, management believes Adjusted EBITDA is useful to an investor in evaluating our operating performance because: (i) it is widely used by investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of Adjusted EBITDA, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; (ii) it helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure and asset base from our operating structure; and (iii) it is used by our management for various purposes, including as a measure of operating performance, in presentations to our Board of Directors, and as a basis for strategic planning and forecasting.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows: (i) Adjusted EBITDA does not reflect all our cash expenditures, future requirements for capital expenditures, or contractual commitments; (ii) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (iii) Adjusted EBITDA does not reflect the cash requirements necessary to service interest or principal payments on our debt and finance leases; and (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any capital expenditures for such replacements.
The following table reconciles our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:
Three months ended
June 30, 2025September 30, 2025December 31, 2025March 31, 2026June 30, 2026
(in thousands)
Net income$5,188 $5,784 $4,102 $6,763 $3,830 
Interest expense3,243 3,414 3,738 4,028 4,442 
Interest income— — (2,444)— (36)
Income tax expense1,597 1,779 1,745 2,156 1,715 
Depreciation and amortization8,969 9,249 9,802 10,325 10,979 
Impairments— — 2,600 — — 
Inventory allowance— — 1,053 — — 
Retirement of rental equipment— — — 412 — 
Severance and restructuring charges89 — — — — 
Strategic transaction costs— — — — 3,271 
Stock-based compensation579 612 576 579 851 
Adjusted EBITDA$19,665 $20,838 $21,172 $24,263 $25,052 

5


Exhibit 99.1




Conference Call Details: The Company will host a conference call to review its second-quarter results on Tuesday, August 11, 2026 at 8:30 a.m. (EST), 7:30 a.m. (CST). To join the conference call, kindly access the Investor Relations section of our website at www.ngsgi.com or dial in at (800) 550-9745 and enter conference ID 167298 at least five minutes prior to the scheduled start time. Please note that using the provided dial-in number is necessary for participation in the Q&A portion of the call. A recording of the conference call will be made available on our Company's website following its conclusion. Thank you for your interest in our Company's updates.
 
About Natural Gas Services Group, Inc. (NGS): Natural Gas Services Group is a leading provider of natural gas and electric compression equipment, technology and services to the energy industry. The Company rents, designs, installs, services and maintains natural gas and electric compressors for oil and natural gas production and processing facilities, generally using equipment from third-party fabricators and OEM suppliers along with limited in-house assembly. The Company is headquartered in Southlake, Texas, with administrative offices in Midland, Texas, an assembly facility located in Tulsa, Oklahoma, and service facilities located in major oil and natural gas producing basins in the U.S. Additional information can be found at www.ngsgi.com.
 

6


Exhibit 99.1




Forward-Looking Statements
This Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and information pertaining to us, our industry and the oil and gas industry that is based on the beliefs of our management, as well as assumptions made by and information currently available to our management. All statements, other than statements of historical fact included in this Release regarding our strategy, future operations, financial position, estimated revenues and expenses, projected costs, prospects, plans and objectives of management are forward-looking statements. All statements, other than statements of historical facts contained in this Release, including statements regarding our future financial position, growth strategy, budgets, projected costs, plans and objectives of management for future operations, are forward-looking statements. We use the words “may,” “will,” “expect,” “anticipate,” “estimate,” “guidance,” “forecast,” “believe,” “might,” “continue,” “intend,” “plan,” “project,” “budget” and other similar words to identify forward-looking statements.
These forward–looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of the Company. Forward–looking information includes, but is not limited to statements regarding: guidance or estimates related to Adjusted EBITDA growth, projected capital expenditures; returns on invested capital, fundamentals of the compression industry and related oil and gas industry, valuations, compressor demand assumptions and overall industry outlook, the anticipated benefits of the Flatrock Acquisition, expected synergies from the acquisition, the expectation that the acquisition will be immediately and meaningfully accretive, and the ability of the Company to capitalize on any potential opportunities.
While the Company believes that the assumptions concerning future events are reasonable, investors are cautioned that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Some of these factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to:
conditions in the oil and gas industry, including the supply and demand for oil and gas and volatility in the prices of oil and gas;
changes in general economic and financial conditions, inflationary pressures, the potential for economic recession in the U.S., tariffs and trade restrictions, including the imposition of new and higher tariffs on imported goods and retaliatory tariffs implemented by other countries on U.S. goods, and the potential effects on our financial condition, results of operations and cash flows;
our reliance on major customers;
failure of projected organic growth due to adverse changes in the oil and gas industry, including depressed oil and gas prices, oppressive environmental regulations and competition;
integration of the Flatrock Acquisition with our business;
our inability to achieve increased utilization of assets, including rental fleet utilization and monetizing other non-cash balance sheet assets;
failure of our customers to continue to rent equipment after expiration of the primary rental term;
our ability to economically develop and deploy new technologies and services, including technology to comply with health and environmental laws and regulations;
failure to achieve accretive financial results in connection with any acquisitions we may make;
fluctuations in interest rates;
our ability to make dividends, distributions and share repurchases;
changes in regulation or prohibition of new or current well completion techniques;
competition among the various providers of compression services and products;
changes in safety, health and environmental regulations;
changes in economic or political conditions in the markets in which we operate;
the inherent risks associated with our operations, such as equipment defects, malfunctions, natural disasters and adverse changes in customer, employee and supplier relationships;
our inability to comply with covenants in our debt agreements and the decreased financial flexibility associated with our debt;
inability to finance our future capital requirements and availability of financing;
cybersecurity threats, including increased use of artificial intelligence and other emerging technologies;
capacity availability, costs and performance of our outsourced compressor fabrication providers and overall inflationary pressures;
impacts of world events, such as acts of terrorism, the conflicts in Iran, Ukraine, Venezuela and in the greater Middle East, and significant economic disruptions and adverse consequences resulting from possible long-term effects of potential pandemics and other public health crises; and
general economic conditions.

7


Exhibit 99.1




In addition, these forward-looking statements are subject to other various risks and uncertainties, including without limitation those set forth in the Company’s filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

For More Information, Contact:
Glenn Wiener, Investor Relations
(432) 262-2700
IR@ngsgi.com
www.ngsgi.com
 
8


Exhibit 99.1




 NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
(unaudited)
June 30, 2026December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents$84 $— 
Trade accounts receivable, net of provision for credit losses22,025 18,497 
Inventory, net of allowance for obsolescence29,110 20,647 
Income taxes receivable and prepayments445 14,056 
Prepaid expenses and other3,000 1,696 
Assets held for sale10,986 2,227 
Total current assets65,650 57,123 
Long-term inventory, net of allowance for obsolescence— — 
Rental equipment, net of accumulated depreciation613,771 498,525 
Property and equipment, net of accumulated depreciation22,047 20,519 
Goodwill824 — 
Intangible assets, net of accumulated amortization1,139 — 
Other assets14,912 10,619 
Total assets$718,343 $586,786 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable$16,653 $14,048 
Accrued liabilities15,980 10,462 
Total current liabilities32,633 24,510 
Long-term debt328,000 230,000 
Deferred income taxes56,777 52,530 
Other long-term liabilities6,447 5,030 
Total liabilities423,857 312,070 
Commitments and contingencies
Stockholders’ Equity:
Preferred stock— — 
Common stock, 30,000 shares authorized, par value $0.01; 14,207 and 13,883 shares issued, respectively142 138 
Additional paid-in capital133,289 120,811 
Retained earnings176,059 168,771 
Treasury shares, at cost, 1,310 shares for each of the periods presented, respectively(15,004)(15,004)
Total stockholders’ equity294,486 274,716 
Total liabilities and stockholders’ equity$718,343 $586,786 

9


Exhibit 99.1




NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share)
(unaudited)
Three months endedSix months ended
June 30, June 30,
2026202520262025
Revenue:
Rental$49,433 $39,580 $96,548 $78,490 
Sales980 750 1,471 2,677 
Aftermarket services988 1,052 1,849 1,598 
Total revenue51,401 41,382 99,868 82,765 
Cost of revenues (excluding depreciation and amortization):
Rental19,217 15,528 36,307 30,368 
Sales664 911 1,288 2,927 
Aftermarket services709 720 1,214 991 
Total cost of revenues (excluding depreciation and amortization)20,590 17,159 38,809 34,286 
Selling, general and administrative expenses9,911 5,454 16,419 10,832 
Depreciation and amortization10,979 8,969 21,304 17,605 
Inventory allowance— — — 61 
Retirement of rental equipment— — 412 728 
Gain on disposition of assets, net(1)(124)(71)(178)
Total operating costs and expenses41,479 31,458 76,873 63,334 
Operating income9,922 9,924 22,995 19,431 
Other income (expense):
Interest expense(4,442)(3,243)(8,470)(6,413)
Interest income36 — 36 — 
Other income (expense), net29 104 (97)103 
Total other expense, net(4,377)(3,139)(8,531)(6,310)
Income before income taxes5,545 6,785 14,464 13,121 
Provision for income taxes(1,715)(1,597)(3,871)(3,079)
Net income$3,830 $5,188 $10,593 $10,042 
Earnings per share:
Basic$0.30 $0.42 $0.84 $0.81 
Diluted$0.30 $0.41 $0.83 $0.80 
Weighted average shares outstanding:
Basic12,664 12,483 12,624 12,473 
Diluted12,842 12,625 12,799 12,629 









10


Exhibit 99.1




NATURAL GAS SERVICES GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months endedSix months ended
June 30, June 30,
2026202520262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$3,830 5,188 $10,593 $10,042 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization10,979 8,969 21,304 17,605 
Inventory allowance— — — 61 
Retirement of rental equipment— — 412 728 
Gain on the disposition of assets, net(1)(124)(71)(178)
Amortization of debt issuance costs370 294 695 506 
Deferred income taxes1,809 1,561 3,932 3,011 
Stock-based compensation851 579 1,430 938 
Provision for credit losses— — 88 208 
(Gain) loss on company owned life insurance(22)(34)103 (17)
Changes in operating assets and liabilities:
Trade accounts receivables3,678 1,673 (863)1,676 
Inventory(437)(991)(1,570)(344)
Prepaid expenses, income taxes receivable and prepayments1,778 (1,961)12,488 (1,897)
Accounts payable and accrued liabilities3,651 (4,104)2,271 513 
Other(1,054)(54)(2,345)(589)
NET CASH PROVIDED BY OPERATING ACTIVITIES25,432 10,996 48,467 32,263 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of rental equipment, property and other equipment(18,786)(25,809)(34,033)(45,065)
Acquisition, net of cash acquired(108,680)— (108,680)— 
Proceeds received from insurance for damages to equipment— 99 — 99 
Proceeds from disposition of assets, net— 37 
NET CASH USED IN INVESTING ACTIVITIES(127,466)(25,706)(142,676)(44,962)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility borrowings125,500 17,122 134,500 23,122 
Repayments of credit facility borrowings(23,500)(3,122)(36,500)(11,122)
Payments of debt issuance costs(1,067)(1,187)(1,068)(1,187)
Proceeds from exercise of stock options961 75 1,028 75 
Payment of dividends(1,894)— (3,279)— 
Taxes paid related to net share settlement of equity awards(193)— (388)(6)
NET CASH PROVIDED BY FINANCING ACTIVITIES99,807 12,888 94,293 10,882 
NET CHANGE IN CASH AND CASH EQUIVALENTS(2,227)(1,822)84 (1,817)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD2,311 2,147 — 2,142 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$84 $325 $84 $325 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid$3,703 $4,101 $7,356 $7,037 
Income taxes paid, net of refunds received$(1,445)$— $(11,641)$16 
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
Transfer of property and equipment to assets held for sale$— $2,227 $8,759 $2,227 
Accrued purchases of property and equipment$2,739 $6,730 $2,967 $7,254 
Right of use assets acquired through an operating lease$1,632 $$1,632 $
Common stock issued in connection with acquisition$9,999 $$9,999 $
Common stock issued to settle liability-classified awards$413 $$413 $
11

Filing Exhibits & Attachments

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