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Get filing alertsNGS reports record Q2 results, completes $120M Flatrock acquisition, raises 2026 EBITDA guidance to $103–108M
Filed August 12, 2026 · Period ending August 11, 2026 · ~1 min read
Key Changes
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high
Acquired Flatrock for ~$120M at 6.2x trailing EBITDA, adding 87,000 rented horsepower and accelerating electric motor drive strategy from 7% to ~10% of fleet mix
Exhibit 99.1 view on EDGAR → -
high
Raised full-year 2026 adjusted EBITDA guidance to $103–108M from $92.5–97.5M, reflecting Flatrock's contribution for six and a half months
Exhibit 99.1 view on EDGAR → -
high
Q2 rental revenue reached record $49.4M (up 25% year-over-year) and adjusted EBITDA hit $25.1M (up 27.4%), driven by organic growth and half-month Flatrock contribution
Exhibit 99.1 view on EDGAR → -
high
Horsepower utilization reached record 88.3%, with large horsepower fleet at 99% utilization and representing 75% of total rented horsepower (up from 61% in Q2 2023)
Exhibit 99.1 view on EDGAR → -
medium
Completed re-domestication from Colorado to Texas effective July 20, eliminating staggered board structure; all directors will stand for annual election beginning 2027
Exhibit 99.1 view on EDGAR →
Summary
Natural Gas Services Group reported record second-quarter 2026 results and completed its $120 million acquisition of Flatrock, a transformative deal that added 87,000 rented horsepower and materially accelerated the company's electric motor drive strategy.
Flatrock contributed only half a month of financial performance in Q2 (including $1.9 million of rental revenue) but increased NGS's electric fleet mix from 7% to approximately 10% of total rented horsepower. The acquisition was priced at 6.2 times Flatrock's trailing adjusted EBITDA before synergies.
NGS raised its full-year 2026 adjusted EBITDA guidance to $103–108 million from $92.5–97.5 million, reflecting Flatrock's contribution for the remainder of the year. Second-quarter rental revenue reached a record $49.4 million (up 25% year-over-year) and adjusted EBITDA hit $25.1 million (up 27.4%), driven by organic growth, pricing discipline, and improved fleet mix. Horsepower utilization reached a record 88.3%, with the large horsepower fleet at 99% utilization and representing 75% of total rented horsepower, up from 61% three years ago. Pro forma rental revenue per horsepower per month reached $28.06, up from $21.56 in Q2 2023, representing nearly 10% compound annual growth. The company also completed its re-domestication from Colorado to Texas effective July 20, 2026, eliminating its staggered board structure. Beginning with the 2027 annual meeting, all directors will stand for election annually, a governance change management believes better aligns with shareholder interests.
Section-by-Section Diff
Event · Item 2.02 — Results of Operations and Financial Condition
NGS disclosed Q2 2026 financial results and forward guidance via earnings call transcript.
Added in current filing · verify on EDGAR →
On August 11, 2026, Natural Gas Services Group, Inc. (the “Company”) hosted an earnings call to announce the Company’s financial results for the second quarter ended June 30, 2026, and provide certain other financial and business information, along with forward guidance.
The company held an earnings call on August 11, 2026 to disclose its second quarter 2026 financial results and provide forward guidance. The full earnings call transcript is attached as Exhibit 99.1, which would contain the specific financial metrics, operational updates, and management commentary on performance and outlook.
Event · Item 7.01 — Regulation FD Disclosure
NGS disclosed Q2 2026 earnings results via Regulation FD, with details in an attached press release and earnings call replay available online.
Added in current filing · verify on EDGAR →
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The company disclosed Q2 2026 financial results under Regulation FD by incorporating Item 2.02 (Results of Operations and Financial Condition) into Item 7.01. The specific financial metrics are contained in Exhibit 99.1, which is referenced but not included in the body text provided. An earnings call replay is available on the company's website.
Event · Exhibit 99.1
Added in current filing · view on EDGAR → · paraphrased
rental revenue was a record $49.4 million in the second quarter, up $9.9 million or approximately 25% from the prior year quarter and up $2.3 million or approximately 5% sequentially. ... Flatrock contributed only approximately half a month of financial performance during the second quarter, including $1.9 million of rental revenue. ... Adjusted EBITDA reached a record $25.1 million, increasing $5.4 million or 27.4% year-over-year and 3.3% sequentially. ... We acquired Flatrock for approximately $120 million, representing approximately 6.2 times last quarter annualized adjusted EBITDA before synergies ... Flatrock added approximately 87,000 rented horsepower and materially accelerated our electric motor drive strategy. Approximately 20% of Flatrock horsepower is electric, compared with 7% for legacy NGS prior to the acquisition.
NGS reported record Q2 2026 rental revenue of $49.4 million (up 25% year-over-year) and adjusted EBITDA of $25.1 million (up 27.4% year-over-year), driven by organic growth and the June acquisition of Flatrock for approximately $120 million at 6.2x trailing adjusted EBITDA. Flatrock contributed only half a month of results in Q2 but added 87,000 rented horsepower and significantly increased NGS's electric motor drive fleet mix from 7% to approximately 10% of total rented horsepower.
Added in current filing · view on EDGAR →
we are increasing full-year 2026 adjusted EBITDA guidance to $103 million to $108 million from our previous range from $92.5 to $97.5 million. The increase reflects roughly a half month from Flatrock in the second quarter, as well as a full second half contribution. ... We are also increasing full year growth capital expenditures guidance to $60 to $80 million from our previous range of $55 to $70 million. ... Maintenance capital expenditure guidance is now $15 to $19 million.
NGS raised its full-year 2026 adjusted EBITDA guidance to $103–108 million from $92.5–97.5 million, reflecting the Flatrock acquisition's contribution for six and a half months. Growth capital expenditure guidance increased to $60–80 million (from $55–70 million) to support incremental large horsepower and electric motor drive deployments, including commitments acquired with Flatrock. Maintenance capex guidance rose modestly to $15–19 million to reflect the larger combined fleet.
Added in current filing · view on EDGAR → · paraphrased
We ended June with approximately 759,000 available horsepower and approximately 670,000 rented horsepower. Rented horsepower increased 34.3% year-over-year, reflecting the combination of continued organic deployments and the addition of approximately 87,000 rented horsepower through the acquisition of Flatrock. ... Horsepower utilization reached a record 88.3%, a significant improvement from the sub 80% utilization levels we reported just three years ago ... Our rented large horsepower fleet now totals 501,000 horsepower and is 99% utilized. Large horsepower represents 75% of our total rented horsepower. At the end of the second quarter of 2023, our rented large horsepower fleet was 228,000 horsepower and represented 61% of the total rented horsepower.
NGS ended Q2 2026 with approximately 759,000 available horsepower and 670,000 rented horsepower, up 34.3% year-over-year. Horsepower utilization reached a record 88.3%, up from sub-80% three years ago. The rented large horsepower fleet grew to 501,000 horsepower at 99% utilization, representing 75% of total rented horsepower, compared to 228,000 horsepower and 61% of the total in Q2 2023. This shift toward large horsepower equipment supports better economics and longer contract durations.
Added in current filing · view on EDGAR → · paraphrased
pro forma rental revenue per average horsepower per month, assuming a full quarter of Flatrock revenue, was $28.06. Three years ago, in the second quarter of 2023, that number was $21.56. That is an improvement of almost $7.00 per horsepower per month, or more than 30% representing a compound annual growth rate of nearly 10%. ... Rental adjusted gross margin increased $6.2 million or 25.6% year-over-year to $30.2 million. Rental adjusted gross margin percentage was 61.1% up approximately 36 basis points from the prior year quarter.
Pro forma rental revenue per horsepower per month reached $28.06 in Q2 2026, up from $21.56 in Q2 2023, representing a nearly 10% compound annual growth rate. Rental adjusted gross margin increased 25.6% year-over-year to $30.2 million, with margin percentage improving 36 basis points to 61.1% despite inflationary pressures on labor, parts, and lubricants. The margin expansion reflects pricing discipline, improved fleet mix toward large horsepower and electric units, and strong field service execution.
Added in current filing · view on EDGAR →
Effective July 20, NGS completed its re-domestication from Colorado to Texas, and now as a Texas corporation. The primary driver for this change was corporate governance. Our legacy Colorado governing documents included a classified or staggered board, and unusually high voting thresholds that made those provisions difficult to change. Re-domesticating to Texas provided the most efficient path to adopt new governing documents that better reflect how we believe a public company should be governed. Most importantly, our new governing documents eliminate the staggered board. Beginning with our annual meeting next year, every director will stand for election every year.
NGS completed its re-domestication from Colorado to Texas effective July 20, 2026, primarily to improve corporate governance. The company eliminated its classified (staggered) board structure and unusually high voting thresholds. Beginning with the 2027 annual meeting, all directors will stand for election annually, a change management believes is more shareholder-friendly and in the best interest of the company and its shareholders.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 13, 2026 · How we verify