UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~ 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-30351

KOIL ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		75-2263732
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

1310 Rankin Road, Houston, Texas		77073
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 517-5000

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At ~~November~~May 413, ~~2024~~2025, there were 12,~~388~~088,202 shares outstanding of Common Stock, par value $0.001 per share.

IMPORTANT INFORMATION REGARDING THIS FORM 10-Q

Unless otherwise indicated, references to “Koil Energy Solutions, Inc.,” “Koil Energy,” “Company,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q (“Report”) refer collectively to Koil Energy Solutions, Inc., a Nevada corporation, and its direct and indirect wholly owned subsidiaries.

Forward-Looking Statements

The statements contained or incorporated by reference in this Report that are not historical facts are “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995), 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 (the “Exchange Act”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include any statement that may project, indicate or imply future results, events, performance or achievements. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expect,” “may,” “will,” “should,” “intend,” “plan,” “could,” “estimate,” or “anticipate,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.

Given the risks and uncertainties relating to forward-looking statements, investors should not place undue reliance on such statements. Forward-looking statements included in this Report speak only as of the date of this Report and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may prove to be incorrect. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. The risks and uncertainties mentioned previously relate to, among other matters, the following:

· Economic uncertainty and financial market conditions may impact our customer base, suppliers and backlog; · The volatility of oil and natural gas prices; · Our use of percentage-of-completion accounting could result in volatility in our results of operations; · A portion of our contracts may contain terms with penalty provisions; · Fluctuations in the price and supply of raw materials used to manufacture our products may reduce our profits and could materially impact our ability to meet commitments to our customers; · Our operations could be adversely impacted by the continuing effects of government regulations including evolving impacts from implementation of new tariffs and potential retaliatory measures; · International and political events may adversely affect our operations; · Our operating results may vary significantly from quarter to quarter; · We may be unsuccessful at generating profitable internal growth; · The departure of key personnel could disrupt our business; · Our business requires skilled labor, and we may be unable to attract and retain qualified employees; · Unfavorable legal outcomes could have a negative impact on our business; and · The impact of global health crises, including epidemics and pandemics.

· The departure of key personnel could disrupt our business; · Our business requires skilled labor, and we may be unable to attract and retain qualified employees; · Unfavorable legal outcomes could have a negative impact on our business; and · The impact of global health crises, including epidemics and pandemics.

Document Summaries

Descriptions of documents and agreements contained in this Report are provided in summary form only, and such summaries are qualified in their entirety by reference to the actual documents and agreements filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, other periodic and current reports we have filed with the SEC, or this Report.

Access to Filings

Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments thereto, filed with or furnished to the SEC pursuant to Section 13(a) of the Exchange Act, as well as reports filed by our executive officers and directors pursuant to Section 16(a) of the Exchange Act, may be obtained through our website (www.koilenergy.com) as soon as reasonably practicable after we, or our executive officers and directors, have filed or furnished such material with the SEC. The contents of our website are not, and shall not be deemed to be, incorporated into this Report.

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Balance Sheets	1
	Condensed Consolidated Balance Sheets	1
	Statements of Operations	2
	Condensed Consolidated Statements of Operations	2
	Statements of Stockholders’ Equity	3
	Consolidated Statements of Stockholders’ Equity	3
	Statements of Cash Flows	4
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 5.	Other Information	21
Item 5.	Other Information	20
Item 6.	Exhibits	21
Item 6.	Exhibits	20
Signatures		22
Signatures		21
Index to Exhibits		23
Index to Exhibits		22

iii

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KOIL ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash	$	32,~~120~~193		$	23,~~030~~422
Accounts receivable, net		54,~~306~~947			42,~~228~~767
Employee retention tax credit receivable		~~323~~–			323
Inventory		~~401~~276			~~430~~404
Contract assets		~~418~~1,799			~~480~~3,080
Prepaid expenses and other current assets		~~272~~139			~~358~~210
Total current assets		9,~~840~~354			710,~~849~~206
Property, plant and equipment, net		23,~~699~~124			2,~~968~~791
Intangibles, net		6662			7264
Right-of-use operating lease assets		56,~~505~~323			5,~~856~~383
Right-of-use finance lease assets		3826			~~103~~29
Other assets		~~438~~343			~~214~~267
Total assets	$	1819,~~586~~232		$	1718,~~062~~740
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	12,~~741~~917		$	23,~~129~~319
Accrued payroll		398			385
Contract liabilities		530			656
Litigation reserve		839			839
Current operating lease liabilities		807			537
Contract liabilities		1,426			1,377
Current finance lease liabilities		12			12
Current operating lease liabilities		523			480
Total current liabilities		4,266			4,524
Current finance lease liabilities		18			74
Operating lease liability, long-term		6,309			5,600
Total current liabilities		4,945			5,284
Finance lease liability, long-term		12			12
Operating lease liability, long-term		5,739			6,136
Total liabilities		10,587			10,136
Finance lease liability, long-term		12			24
Total liabilities		10,696			11,444
Commitments and contingencies (Note 8)		–
Stockholders' equity:
Common stock, 24,500,000 shares authorized at $0.001 par value, 15,906,010 issued at September 30, 2024 and December 31, 2023		16			16
Common stock, 24,500,000 shares authorized at $0.001 par value, 16,106,010 issued at March 31, 2025 and December 31, 2024		16			16
Additional paid-in capital		7374,~~702~~276			7374,~~840~~206
Treasury stock, 3,517,808 and 4,017,808 shares at September 30, 2024 and December 31, 2023, respectively, at cost		(2,808	)		(3,135	)
Treasury stock, 4,017,808 shares at March 31, 2025 and December 31, 2024, respectively, at cost		(3,135	)		(3,135	)
Accumulated deficit		(6362,~~020~~512	)		(6562,~~103~~483	)
Total stockholders' equity		78,~~890~~645			58,~~618~~604
Total liabilities and stockholders' equity	$	1819,~~586~~232		$	1718,~~062~~740

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

KOIL ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
(In thousands, except per share amounts)	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Revenues	$	5,~~223~~250		$	45,~~107~~791		$	~~16,793~~		$	~~11,338~~
Costs and expenses
Cost of sales		3,~~159~~598			23,~~733~~761			~~10,449~~			~~7,174~~
Selling, general and administrative		1,~~586~~727			1,~~582~~460			~~4,316~~			~~4,887~~
Total costs and expenses		45,~~745~~325			45,~~315~~221			~~14,765~~			~~12,061~~
Operating income (loss)		478			(208	)		2,028			(723	)
Operating (loss) income		(75	)		570
Interest income, net		(1713	)		(78	)		~~(30~~	)		(3	)
Other income, net		(3040	)		(611	)		~~(35~~	)		~~(53~~	)
(Gain) loss on sale of property, plant and equipment		–			–			3			(2	)
Gain on sale of property, plant and equipment		(1	)		–
Income (loss) before income tax expense		525			(140	)		2,090			(665	)
(Loss) income before income tax expense		(21	)		579
Income tax expense		28			3			7			8
Net income (loss)	$	523		$	(143	)	$	2,083		$	(673	)
Net (loss) income	$	(29	)	$	576
Net income (loss) per share:
Net (loss) income per share:
Basic	$	(0.0400	)	$	(0.0105	)	$	~~0.17~~		$	~~(0.06~~	)
Fully diluted	$	(0.0400	)	$	(0.0105	)	$	~~0.17~~		$	~~(0.06~~	)
Weighted-average shares outstanding:
Basic		12,~~199~~088			11,~~888~~971			~~12,119~~			~~11,888~~
Fully diluted		12,~~409~~088			1112,~~888~~017			~~12,235~~			~~11,888~~

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

KOIL ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

					Additional
	Common Stock				Paid-in			Treasury			Accumulated
(In thousands)	Shares (#)		Amount ($)		Capital			Stock			Deficit			Total
Balance at June 30, 2024		15,906	$	16	$	73,725		$	(2,967	)	$	(63,543	)	$	7,231
Balance at December 31, 2024		16,106	$	16	$	74,206		$	(3,135	)	$	(62,483	)		8,604
Net income		–		–		–			–			523			523
Net loss		–		–		–			–			(29	)		(29	)
Share-based compensation		–		–		2370			–			–			2370
Stock option exercise		–		–		(46	)		159			–			113
Balance at March 31, 2025		16,106	$	16	$	74,276		$	(3,135	)	$	(62,512	)	$	8,645
Balance at September 30, 2024		15,906	$	16	$	73,702		$	(2,808	)	$	(63,020	)	$	7,890
Balance at December 31, 2023		15,906	$	16	$	73,840		$	(3,135	)	$	(65,103	)	$	5,618
Net income		–		–		–			–			2,083			2,083
Restricted stock award		–		–		(168	)		168			–			–
Share-based compensation		–		–		76			–			–			76
Stock option exercise		–		–		(46	)		159			–			113
Balance at September 30, 2024		15,906	$	16	$	73,702		$	(2,808	)	$	(63,020	)	$	7,890

					Additional
	Common Stock				Paid-in		Treasury			Accumulated
(In thousands)	Shares (#)		Amount ($)		Capital		Stock			Deficit			Total
Balance at June 31, 2023		15,906	$	16	$	73,816	$	(3,135	)	$	(64,079	)	$	6,618
Balance at December 31, 2023		15,906	$	16	$	73,840	$	(3,135	)	$	(65,103	)	$	5,618
Net loss		–		–		–		–			(143	)		(143	)
Net income		–		–		–		–			576			576
Share-based compensation		–		–		919		–			–			919
Balance at September 30, 2023		15,906	$	16	$	73,825	$	(3,135	)	$	(64,222	)	$	6,484
Balance at March 31, 2024		15,906	$	16	$	73,859	$	(3,135	)	$	(64,527	)	$	6,213
Balance at December 31, 2022		15,906	$	16	$	73,776	$	(3,135	)	$	(63,549	)	$	7,108
Net loss		–		–		–		–			(673	)		(673	)
Share-based compensation		–		–		49		–			–			49
Balance at September 30, 2023		15,906	$	16	$	73,825	$	(3,135	)	$	(64,222	)	$	6,484

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

KOIL ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
	(In thousands)
Cash flows from operating activities:
Net income (loss)	$	2,083		$	(673	)
Net (loss) income	$	(29	)	$	576
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Share-based compensation		7670			4919
Depreciation and amortization		~~437~~146			~~461~~144
Loss (gain) on sale of property, plant and equipment		3			(2	)
Gain on sale of property, plant and equipment		(1	)		–
Bad debt expense		–			1
Non-cash lease expense		43			21
Non-cash lease expense (benefit)		62			(186	)
Changes in operating assets and liabilities:
Accounts receivable, net		(1,~~078~~857	)		~~(2,601~~348	)
Contract assets		621,281			~~145~~(1,543	)
Inventories		29128			30(95	)
Prepaid expenses and other current assets		8671			(~~274~~54	)
Other assets, net		(~~263~~90	)		~~(83~~–	)
Accounts payable and accrued expenses		(~~375~~402	)		~~985~~(79	)
Contract liabilities		49(126	)		~~1,415~~356
Net cash provided by (used in) operating activities		1,171			(733	)
Net cash used in operating activities		(766	)		(307	)
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		–1			2–
Purchases of property, plant and equipment		(~~127~~464	)		(~~230~~10	)
Net cash used in investing activities		(~~127~~463	)		(~~228~~10	)
Cash flows from financing activities:
Principal payments under finance lease obligations		~~(68~~–	)		(~~260~~18	)
Proceeds from short-term borrowings		~~895~~–			–305
Principal payments on short-term borrowings		~~(895~~–	)		–(22	)
Proceeds from stock options exercised		114			–
Net cash provided by financing activities		–			265
Net cash provided by (used in) financing activities		46			(260	)
Change in cash		(1,229	)		(52	)
Change in cash		1,090			(1,221	)
Cash, beginning of period		3,422			2,030
Cash, beginning of period		2,030			2,353
Cash, end of period	$	2,193		$	1,978
Cash, end of period	$	3,120		$	1,132
Supplemental disclosure of cash flow information
Right of use assets obtained in exchange for lease liabilities	$	1,109		$	–

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

KOIL ENERGY SOLUTIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except per share amounts)

NOTE 1:

BASIS OF PRESENTATION

Basis of Presentation

Unless otherwise indicated, the terms “Koil Energy Solutions, Inc.”, “Koil Energy”, “Company”, “we”, “our” and “us” are used in this Report to refer to Koil Energy Solutions, Inc., a Nevada corporation (“Koil Energy Nevada”), and its directly wholly owned subsidiary, Koil Energy Solutions, Inc., a Delaware corporation (“Koil Energy Delaware”). The accompanying unaudited condensed consolidated financial statements of Koil Energy Solutions, Inc. were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC” or the “Commission”) pertaining to interim financial information and instructions to Form 10-Q. As permitted under those rules, certain notes or other financial information that are normally required by United States generally accepted accounting principles (“US GAAP”) can be condensed or omitted. Therefore, these statements should be read in conjunction with the audited consolidated financial statements, and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent assets and liabilities, and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, then the actual amounts may differ from those included in the accompanying unaudited condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Liquidity

The Company’s cash on hand was $32,~~120~~193 and working capital was $45,~~895~~088 as of ~~September~~March 3031, ~~2024~~2025. As of December 31, ~~2023~~2024, cash on hand and working capital was $23,~~030~~422 and $25,~~565~~682, respectively. The Company generally depends on cash on hand, cash flows from operations, and potential opportunistic sales of property, plant and equipment (“PP&E”) to satisfy its liquidity needs.

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, and potential sales of PP&E. ~~However,~~Given ~~given~~ the inherent volatility in oil prices and global economic activity, the Company cannot predict this with certainty. To mitigate this uncertainty, the Company exercises discipline when making capital investments and pursues opportunistic cost containment initiatives, which can include workforce alignment, limiting overhead spending, and limiting research and development efforts to only critical items. Additionally, on May 24, 2023, the Company entered into a Purchase and Sale Agreement/Security Agreement (the “Factoring Agreement”) with Zions Bancorporation, N.A., d/b/a Amegy Bank Business Credit (“Amegy”), which provides for Koil Energy from time to time to sell its accounts receivable and other rights to payment to Amegy, subject to Amegy’s right to approve or reject future accounts receivable and other rights proposed for sale, in its sole discretion. Any receivables sold shall bear an interest rate computed as ~~the~~ Wall Street Journal Prime Rate (“Prime Rate”) plus 2.00%. The Prime Rate has a floor and at no time shall it be less than 8.00% for the purposes of this agreement. At ~~September~~March 3031, 2025 and December 31, 2024, the Company had no factored invoice outstanding ~~sales~~with ~~of accounts receivable to~~ Amegy.

Principles of Consolidation

The unaudited condensed consolidated financial statements presented herein include the accounts of Koil Energy for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. All intercompany ~~transactions~~ transactions and balances have been eliminated.

Segments

For the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~ 2024, the Company’s operations were organized as one reportable segment and one operating segment.

NOTE 2:

LEASES

In February 2016, the ~~FASB~~Financial Accounting Standards Board issued ASU 2016-02, ~~Leases~~ ~~(“ASC Topic 842”)~~Leases. Under this guidance, lessees are required to recognize on the balance sheet a lease liability and a a right-of-use (“ROU”) asset for all leases, except for short-term leases with terms of twelve months or less. The lease liability represents the lessee’s obligation to make lease payments arising from a lease and will initially be measured as the present value of the lease payments. The ROU asset represents the lessee’s right to use a specified asset for the lease term and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs.

ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at the lease commencement date. Lease agreements with lease and non-lease components are generally accounted for as a single lease component. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and a portion is recorded in cost of sales, and the remainder is recorded in selling, general and administrative expenses. The accounting for some leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rate to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options and impairment.

At the inception of a lease, Koil Energy evaluates the agreement to determine whether the lease will be accounted for as an operating or finance lease. The term of the lease used for such an evaluation includes renewal option periods only in instances in which the exercise of the renewal option can be reasonably assured, and if the contract contains a substantial penalty for failure to renew or extend the lease, it could lead the Company to conclude it has a significant economic incentive to extend the lease beyond the base rental period.

The Company leases land, buildings, and certain equipment under non-cancellable operating leases. We lease office, indoor manufacturing, warehouse, and operating space in both Houston, ~~Texas~~ Texas and Macae, Brazil, and lease storage space in Mobile, Alabama to house our 3,400 metric ton and 3,500 metric ton carousel systems. We classify our leases related to ~~certain office furniture and~~ computer equipment as finance leases. The Company elects to apply the short-term lease exception; therefore, the Company will not record an ROU asset or corresponding lease liability for leases with an initial term of twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The Company elects to apply the practical expedient to not separate lease components from non-lease ~~components~~ components and instead account for both as a single lease component for all asset classes.

Most leases include one or more options to renew, with renewal terms that can extend the lease term on a monthly, annual or longer basis. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term unless there is a transfer of title or purchase option that is reasonably certain of being exercised.

The Company elects to not capitalize any lease in which the estimated value of the underlying asset at the commencement date is less than the Company’s capitalization threshold. A lease would need to qualify for the low value exception based on various criteria.

As of ~~September~~March 3031, ~~2024~~2025, the Company does not ~~have~~ have any subleases.

The following tables present information about our operating and finance leases:

Schedule of operating and finance leases
	Classification	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
Assets
Operating	Right-of-use operating lease assets	$	56,~~505~~323	$	5,~~856~~383
Finance	Right-of-use finance lease assets		3826		~~103~~29
Total lease assets		$	56,~~543~~349	$	5,~~959~~412
Liabilities
Current
Operating	Current operating lease liabilities	$	~~523~~807	$	~~480~~537
Finance	Current finance lease liabilities		1812		7412
Non-current
Operating	Operating lease liability, long-term		56,~~739~~309		65,~~136~~600
Finance	Finance lease liability, long-term		12		2412
Total lease liabilities		$	67,~~292~~140	$	6,~~714~~161

The components of our lease expense were as follows:

Schedule of components of our lease expense

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Classification

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Finance lease costs

Amortization of ROU assets

Selling, general and administrative

223

8522

~~250~~

Interest on lease liabilities

Other (income~~) expense~~, net

1–

Operating lease expense

Cost of sales

~~189~~243

~~183~~189

~~567~~

~~548~~

Operating lease expense

Selling, general and administrative

6254

~~164~~

~~173~~

Short term lease expense

Cost of sales

~~122~~195

6374

~~280~~

~~208~~

Total lease expense

~~389~~496

~~395~~341

~~1,011~~

~~929~~

The lease term and discount rate for our operating and finance leases were as follows:

Schedule of lease term and discount rate
	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
Weighted-average remaining lease terms (years)
Operating leases		86.0490		87.7371
Finance leases		2.2120		12.7242
Weighted-average discount rates
Operating leases		7.9738%		7.9794%
Finance leases		6.4900%		76.4400%

Present value of lease liabilities:

Schedule of present value of lease liabilities
	Operating Leases			Finance Leases
October 1, 2024 - September 30, 2025	$	1,003		$	19
April 1, 2025 - March 31, 2026	$	1,310		$	13
October 1, 2025 - September 30, 2026		1,016			13
April 1, 2026 - March 31, 2027		1,353			13
October 1, 2026 - September 30, 2027		1,036			–
April 1, 2027 - March 31, 2028		1,365			–
October 1, 2027 - September 30, 2028		1,057			–
April 1, 2028 - March 31, 2029		1,318			–
Thereafter		43,~~438~~910			–
Total lease payments		89,~~550~~256			3226
Less: Interest		(2,~~289~~140	)		(2	)
Present value of lease liabilities	$	67,~~262~~116		$	3024

NOTE 3:

REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To determine the proper revenue recognition method for our customer contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.

For most of our fixed price contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability even if that single project results in the delivery of multiple units. Hence, the entire contract is accounted for as one performance obligation. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Disaggregation of Revenue

The following table presents our revenues disaggregated by fixed price and service contracts. Sales taxes are excluded from revenues.

Schedule of disaggregation of revenues
	Three Months Ended				~~Nine Months Ended~~
	September 30,				September 30,
	March 31,
	2024		2023		2024		2023
	2025		2024
Fixed Price Contracts	$	32,~~233~~714	$	14,~~892~~513	$	~~11,922~~	$	~~5,569~~
Service Contracts		12,~~990~~536		21,~~215~~278		~~4,871~~		~~5,769~~
Total	$	5,~~223~~250	$	45,~~107~~791	$	~~16,793~~	$	~~11,338~~

Fixed price contracts

For fixed price contracts, we generally recognize revenue over time as we perform because of continuous transfer of control to the customer. This continuous transfer of control to the customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. In our fixed price contracts, the customer either controls the work in process or we deliver products with no alternative use to the Company and have rights to payment for work performed to date plus a reasonable profit as evidenced by contractual termination clauses.

Because of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We generally use the cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred.

Contracts are often modified to account for changes in contract specifications and requirements. We consider a contract modification to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

We have a company-wide standard and disciplined quarterly estimate at completion process in which management reviews the progress and execution of our performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. Changes in estimates of net sales, cost of sales and the related impact to operating income are recognized quarterly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation’s percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations. When estimates of total costs to be incurred exceed total estimates of revenue to be earned on a performance obligation related to fixed price contracts, a provision for the entire loss on the performance obligation is recognized in the period the loss is estimated.

Service Contracts

We recognize revenue for service contracts measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services to the customer. The control over services is transferred over time when the services are rendered to the customer on a daily basis. Specifically, we recognize revenue as the services are provided as we have the right to invoice the customer for the services performed. Services are billed on a monthly basis. Payment terms for services are usually 30 days from invoice receipt but ~~can~~have ~~increase~~increased to 45, 60, or 90 days depending on on the customer.

Contract balances

Costs and estimated earnings in excess of billings on uncompleted contracts arise when revenues are recorded based on the extent of progress towards completion but cannot be invoiced under the terms of the contract. Such amounts are invoiced upon completion of contractual milestones. Billings in excess of costs and estimated earnings on uncompleted contracts arise when milestone billings are permissible under the contract, but the related costs have not yet been incurred. All contract costs are recognized currently on jobs formally approved by the customer and contracts are not shown as complete until virtually all anticipated costs have been incurred and the risk of loss has passed to the customer.

Assets related to costs and estimated earnings in excess of billings on uncompleted contracts, as well as liabilities related to billings in excess of costs and estimated earnings on uncompleted contracts, have been classified as current. The contract cycle for certain long-term contracts may extend beyond one year; thus, complete collection of amounts related to these contracts may extend beyond one year though such long-term contracts include contractual milestone billings as discussed above. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were no contracts with terms that extended beyond one year.

The following table summarizes our contract assets, which are “Costs and estimated earnings in excess of billings on uncompleted contracts” and our contract liabilities, which are “Billings in excess of costs and estimated earnings on uncompleted contracts”.

Schedule of earnings in excess of billings on uncompleted contracts
	September 30, 2024			December 31, 2023
Costs incurred on uncompleted contracts	$	3,094		$	2,575
Estimated earnings on uncompleted contracts		3,039			399
Estimated loss on uncompleted contracts		–			(130	)
Gross costs and estimated earnings		6,133			2,844
Less: Billings to date on uncompleted contracts		(7,141	)		(3,741	)
Costs incurred plus estimated earning less billings on uncompleted contracts, net	$	(1,008	)	$	(897	)
Included in the accompanying unaudited condensed consolidated balance sheets under the following captions:
Contract assets	$	418		$	480
Contract liabilities		(1,426	)		(1,377	)
Costs incurred plus estimated earning less billing on uncompleted contracts	$	(1,008	)	$	(897	)

The contract asset and liability balances at September 30, 2024 and December 31, 2023 consisted primarily of revenue related to fixed-price projects.


	March 31, 2025			December 31, 2024
Costs incurred on uncompleted contracts	$	4,762		$	4,281
Estimated earnings on uncompleted contracts		5,243			4,925
Estimated loss on uncompleted contracts		–			(100	)
Gross costs and estimated earnings		10,005			9,106
Less: Billings to date on uncompleted contracts		(8,736	)		(6,682	)
	$	1,269		$	2,424

Included in the accompanying unaudited condensed consolidated balance sheets under the following captions:
Accounts receivable, net	$	4,947		$	2,767
Contract assets		1,799			3,080
Contract liabilities		(530	)		(656	)
	$	6,216		$	5,191

The contract asset and liability balances at March 31, 2025 and December 31, 2024 consisted primarily of revenue related to fixed-price projects.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and excludes unexercised contract options, potential orders, and any remaining performance obligations for any sales arrangements that had not fully satisfied the criteria to be considered a contract with a customer pursuant to the requirements of Accounting Standards Codification 606.

Practical Expedients and Exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

Many of our services contracts are short-term in nature with a contract term of one year or less. For those contracts, we have utilized the practical expedient exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

Additionally, our payment terms are short-term in nature with settlements of one year or less. We have, therefore, utilized the practical expedient exempting the Company from adjusting the promised amount of consideration for the effects of a significant financing component given that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Further, in many of our service contracts, we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date (for example, a service contract in which we bill a fixed amount for each hour of service provided). For those contracts, we have utilized the practical expedient allowing us to recognize revenue in the amount for which we have the right to invoice.

Accordingly, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

NOTE 4:

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

Schedule of property plant and equipment
Schedule of property, plant and equipment
							Range of
	March 31, 2025			December 31, 2024
	September 30, 2024			December 31, 2023			Asset Lives
Leasehold improvements	$	2,316		$	2,316
Leasehold improvements	$	2,316		$	2,272		lease term
Equipment		5,830			5,790
Equipment		5,893			5,861		2 - 30 years
Furniture, computers and office equipment		31			30
Furniture, computers and office equipment		123			180		2 - 8 years
Construction in progress		652			253
Construction in progress		11			–		-
Total property, plant and equipment		8,829			8,389
Total property, plant and equipment		8,343			8,313
Less: Accumulated depreciation and amortization		(5,705	)		(5,598	)
Less: Accumulated depreciation		(5,644	)		(5,345	)
Property, plant and equipment, net	$	3,124		$	2,791
Property, plant and equipment, net	$	2,699		$	2,968

Depreciation expense for the three months ended ~~September~~March 3031, ~~2024 and~~2025 ~~2023 was $129~~ and ~~$141, respectively. Depreciation expense for the nine months ended September 30,~~ 2024 ~~and 2023~~ was $~~354~~146 and $~~420~~144, respectively.

NOTE 5:

SHARE-BASED COMPENSATION

Share-based compensation is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and additional paid-in capital in the accompanying unaudited condensed consolidated balance sheets. During the three and nine months ended September 30, 2024, the Company recognized a total of $23 and $76 of share-based compensation expense, respectively. During the three and nine months ended September 30, 2023, the Company recognized a total of $9 and $49 of share-based compensation expense, respectively. The unamortized estimated fair value of nonvested stock options was $197 and $24 at September 30, 2024 and December 31, 2023, respectively. The unamortized estimated fair value of nonvested restricted stock was $136 and $0 at September 30, 2024 and December 31, 2023, respectively.

On March 6, 2024, the Company granted 300 shares of restricted stock and an option to purchase 300 shares of our common stock to our newly appointed Chief Executive Officer (“CEO”). The restricted shares have a fair value grant price, and the option has an exercise price, of $0.56 per share, based on the closing price of our common stock on that day. Fair value of the stock options was $0.35 per share at the date of grant. These shares and options vest over three years in equal tranches on the anniversaries of the grant date. The related share-based compensation is being amortized over the three-year requisite service period, and the Company recognized a total of $5 in compensation expense for these grants for the three months ended March 31, 2024.

During the three months ended March 31, 2025 and 2024, the Company recognized a total of $70 and $19 of share-based compensation expense, respectively. The unamortized estimated fair value of nonvested stock options was $100 and $157 at March 31, 2025 and December 31, 2024, respectively. The unamortized estimated fair value of nonvested restricted stock was $108 and $122 at March 31, 2025 and December 31, 2024, respectively.

NOTE 6:

TREASURY STOCK

Treasury shares are accounted for using the cost method. During the three months ended September 30, 2024, 200 shares of treasury stock were utilized for the exercise of non-qualified stock options. During the nine months ended September 30, 2024, a total of 500 shares were used for restricted stock grants to our CEO and for the exercise of non-qualified stock options.

NOTE 7:

INCOME TAXES

Income tax expense during interim periods is based on applying the estimated annual effective income tax rate to interim period operations. The estimated annual effective income tax rate may vary from the statutory rate due to the impact of permanent items relative to our pre-tax income, as well as by any valuation allowance recorded. We employ an asset and liability approach that results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial basis and the tax basis of those assets and liabilities. A valuation allowance is established when it is more likely than not that some of the deferred tax assets will not be realized. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, management has recorded a full deferred tax asset valuation allowance.

NOTE 8:

COMMITMENTS AND CONTINGENCIES

Employment Agreement

Our CEO is employed under an employment agreement containing severance provisions. In the event of termination of the CEO’s employment for any reason, the CEO will be entitled to receive all accrued, unpaid salary and vacation time through the date of termination and all benefits to which the CEO is entitled or vested under the terms of all employee benefit and compensation plans, agreements, and arrangements in which the CEO participates as of the date of termination.

In addition, subject to executing a general release in favor of the Company, the CEO will be entitled to receive certain severance payments in the event his employment is terminated by the Company “other than for cause” or by the CEO with “good reason.” These severance payments include: (i) a lump sum in cash equal to one time the CEO’s annual base salary; (ii) a lump sum in cash equal to a pro rata portion of the annual bonus payable for the period in which the date of termination occurs based on the actual performance under the Company’s annual incentive bonus arrangement, but no less than fifty percent of the CEO’s annual base salary; and (iii) if the CEO’s termination occurs prior to the date that is twelve months following a change of control, then each and every share option, restricted share award and other equity-based award that is outstanding and held by the CEO shall immediately vest and become exercisable.

Litigation

From time to time, the Company is party to various legal proceedings arising in the ordinary course of business. The Company expenses or accrues legal costs as incurred and is not involved in any material legal proceedings as of the date of these financial statements.

WW Champion Developments Lawsuit

On September 23, 2024, WW Champion Developments, Inc. (“"WW Champion”) sued the Company alleging breach of contract and seeking money damages of $1,229 in the 281st District Court of Harris County in an action styled WW Champion Developments, Inc. vs. Koil Energy Solutions, Inc., Cause Number 2024-65006. WW Champion alleged that Koil Energy breached a lease agreement between the parties by abandoning the premises, failing to maintain proper fire prevention measures, and failing to pay its remaining rental payments. The Company disputes WW Champion’s allegations, intends to vigorously defend itself against this lawsuit, and believes that the liability recorded for this matter has been adequately accrued.

NOTE 9:

EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income (loss) by the weighted-average number of common shares and dilutive effect of common stock equivalents (warrants, nonvested stock awards and stock options) using the treasury method.

In each relevant period, the net income used in the basic and diluted EPS calculations is the same. The following table reconciles the weighted-average basic number of common shares outstanding and the weighted-average diluted number of common shares outstanding for the purpose of calculating basic and diluted EPS.

Schedule of earnings per common share
	Three Months Ended				Nine Months Ended
	Three months ended March 31,
	September 30,				September 30,
	2025		2024
	2024		2023		2024		2023
Weighted average common shares outstanding - basic		12,088		11,971
Weighted average common shares outstanding - basic		12,199		11,888		12,119		11,888
Dilutive effect of common stock equivalents		–		46
Dilutive effect of common stock equivalents		210		–		116		–
Weighted average common shares outstanding - diluted		12,088		12,017
Weighted average common shares outstanding - diluted		12,409		11,888		12,235		11,888

NOTE 10: EMPLOYEE RETENTION ~~TAX~~ CREDIT

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. Since there are no generally accepted accounting principles for for-profit business entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a customer, we determined the appropriate accounting treatment by analogy to other guidance. The Company accounted for the employee retention credit by analogy to International Accounting Standards (IAS) 20, “Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS).”

Under an IAS 20 analogy, a business entity would recognize the employee retention ~~tax~~ credit on a systematic basis over the periods in which the entity recognizes the payroll expenses ~~for~~ for which the grant (i.e., tax credit) is intended to compensate when there is reasonable assurance (i.e., it is probable) that the entity will comply with any conditions attached to the grant and the grant will be received.

The Company recognized a $650 employee retention ~~tax~~ credit as other income on its consolidated statement of operations for the year ended December 31, 2021. The Company filed for refunds of the employee retention ~~tax~~ credits and on October 10, 2023, received a $344 refund for the employee retention ~~tax~~ credit filed for the first quarter of 2021. As of ~~September 30, 2024 and~~ December 31, ~~2023~~2024, the Company ~~has~~had a $323 employee retention tax credit receivable balance recorded on its condensed consolidated balance ~~sheets~~sheet. In January 2025, the Company received $365 for the remaining employee retention credit filed for the second quarter of 2021. This payment of $365 included the $323 applied for that was recorded on the balance sheet as a receivable as well as $42 of interest earned.

NOTE 11:

FACTORING AGREEMENT

On May 24, 2023, Koil Energy entered into the Factoring Agreement with Amegy, which provides for the Company from time to time to sell its accounts receivable and other rights to payment to Amegy. Amegy has the right to approve or reject future accounts receivable or other rights to payment proposed for sale under the Factoring Agreement in its sole discretion.

The purchase price for the receivables shall be the gross amount of the invoice minus the discount. The “discount” means 15% of the gross amount of an invoice that is generated by the rendering of services or selling of goods on a time and materials basis, and 25% of the gross amount of an invoice that is generated by the rendering of services or selling of goods on a milestone billing basis.

Amegy has the right to charge back any receivable to Koil Energy, and Koil Energy has the obligation to repurchase such receivable, if (a) the receivable is not paid to Amegy within 90 days from the invoice date, at which time it will be deemed to be in dispute, (b) any dispute arises with respect to such receivable, (c) Koil Energy or Amegy discovers or determines that any representation or warranty made by Koil Energy in the Factoring Agreement or in any document executed in connection with the Factoring Agreement (the “Purchase Documents”) is false or misleading, or (d) Koil Energy breaches any covenant or agreement contained in the Factoring Agreement or in any Purchase Document or is otherwise in default thereof.

The receivables sold shall bear interest at a rate equal to the Wall Street Journal Prime Rate (“Prime Rate”) plus 2.00%. The Prime Rate has a floor and at no time shall it be less than 8.00% for the purposes of the Factoring Agreement.

~~NOTE~~At ~~12:~~March ~~SUBSEQUENT~~31, ~~EVENTS~~2025 and December 31, 2024, the Company had no factored invoice outstanding with Amegy.

We have evaluated subsequent events through the date the condensed consolidated financial statements were filed with the SEC.

NOTE 12: SEGMENT INFORMATION

The Company operates as a single operating segment, as an energy services company that provides equipment and support services to the world’s energy and offshore industries. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated net income to monitor budget versus actual results in assessing segment performance and the allocation of resources. Significant segment expenses are presented in the Company’s consolidated statements of operations.

Total operating expenses are presented as follows:

Schedule of operating expenses
	Three Months
	Ended March 31,
	2025			2024
Revenues	$	5,250		$	5,791
Share-based compensation and other personnel costs		2,381			2,077
Materials		635			1,313
Depreciation and amortization		146			144
Other cost of sales and selling, general and administrative expenses		2,163			1,687
Income tax expense		8			3
Interest and other (income) expense		(54	)		(9	)
Net (loss) income	$	(29	)	$	576

The CODM regularly reviews asset information by consolidated assets since we only have one reportable segment.

NOTE 13:

SUBSEQUENT EVENTS

We have evaluated subsequent events through the date the condensed consolidated financial statements were filed with the SEC.

In April 2025, the Company formally established a wholly owned operating subsidiary in Brazil to support its international expansion strategy. This event occurred after March 31, 2025, and does not reflect conditions that existed as of the reporting date. Accordingly, it is classified as a non-adjusting subsequent event under ASC 855. No changes have been made to the March 31, 2025 condensed consolidated financial statements as a result. However, due to the strategic significance of this development, the Company has elected to disclose it.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Amounts in thousands except per share amounts)

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of Koil Energy’s results of operations and financial condition. This information should be read in conjunction with the Company’s audited historical consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024 and which is available on the SEC’s website, and the Company’s unaudited condensed consolidated financial statements, and notes thereto, included with this Quarterly Report on Form 10-Q (“Report”) in Part I. Item 1. “Financial Statements.”

General

Koil Energy is an energy services company that provides equipment and support services to the world’s energy and offshore industries. The Company provides innovative solutions to complex customer challenges presented between the production facility and the energy source. Koil Energy's core services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, and related services. Additionally, Koil Energy's experienced professionals can support subsea engineering, manufacturing, installation, commissioning, and maintenance projects located anywhere in the world. The Company’s solutions are engineered and manufactured primarily for major integrated, large independent, and foreign national energy companies in offshore areas throughout the world. These products are often developed in direct response to customer requests for solutions to critical needs in the field. The Company primarily serves the offshore oil and gas market; however, the Company’s product offerings and service capabilities are based on core competencies that are indifferent to energy source and can be applied to additional markets, including offshore wind, offshore wave energy, hydrogen, and liquefied natural gas.

Industry and Executive Outlook

The energy services industry isrelies ~~dependent~~heavily on ~~the~~ the capital and operating expenditure programs of energy companies. ~~The~~Operators’ ~~decision~~decisions ~~for operators~~ to ~~either~~scale ~~advance~~back or ~~cut~~accelerate ~~back~~ their exploration, drilling, and production ~~operations~~activities isare ~~largely~~significantly ~~determined~~influenced by the overall ~~condition~~state of the energy ~~industry~~sector. ~~The~~Notably, the oil and gas industry in ~~particular~~ has historically ~~been~~experienced ~~characterized by~~ fluctuations in commodity prices, ~~which are~~ driven by avarious ~~variety~~global of market forces ~~affecting supply and demand~~. We believe a convergence of economic, geopolitical, trade, and policy factors has highlighted the issue of years of underinvestment in upstream offshore hydrocarbon production and appears to have driven operators to focus on optimizing production volumes. Per the International Energy Agency’s October 2024 Oil Market Report, the global demand for oil is expected to increase by approximately nine hundred thousand barrels per day in 2024 and close to one million barrels per day in 2025. As a result, we anticipate global offshore oil production to continue playing a pivotal role in meeting the world’s energy demands in the near term.

The current consensus among our customers is that the demand for energy is increasing. Our clients are indicating that the world’s energy demand will require supply growth within oil and natural gas as well as for renewables. Oil and natural gas supply from existing wells naturally declines over time, making sustained investments more important over the coming years. The years of underinvestment in offshore production appear to have triggered a general shift and returning focus on increasing production. As a result, several key subsea basins, particularly the Gulf of America, the North Sea, and off the coasts of Brazil, are being prepared to contribute significantly to this production output. Our strengthened positioning in these markets is therefore essential to achieve a sustained level of growth. A leading indicator for our main products is the number of subsea trees purchased by operators. Our product lines include vital support systems for subsea trees. During the first quarter of this year, we have seen a significant increase in bidding activity. We therefore anticipate experiencing the benefits of this positive momentum throughout this year and into next year.

We also expect expenditure in the brownfield segment to increase due to aging infrastructure. We are currently bidding several subsea-tie-back projects and decommissioning services, globally. The order intake has increased significantly since the beginning of the year. During the first quarter of 2025, we were awarded a significant contract to supply Multi-Quick Connector (MQC) Plates for a project in the Gulf of America. This award encompasses equipment designed to control the high-pressure systems of a subsea field operated by a U.S. independent energy company. The scope of work for this project includes engineering, procurement, fabrication, assembly, and testing. The project has started successfully and will be carried out at our state-of-the-art manufacturing facility in Houston, Texas. Final delivery is scheduled for the fourth quarter of this year. Although we typically secure numerous smaller contracts on a weekly basis, it is the major and significant awards that drive our growth. During the first quarter of 2025, we also completed the installation of a fiberoptic telecommunication cable in the Caribbean. This is an example of where our oil & gas expertise is applicable when other industries need more powerful underwater tools with unique subsea expertise.

We continue progressing towards achieving our goal of becoming the premier provider of integrated subsea distribution systems.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2024~~2025 Compared to Three Months Ended ~~September~~March 3031, ~~2023~~2024

Revenues

	Three Months Ended September 30,				Increase (Decrease)
	Three Months Ended March 31,				Increase (Decrease)
	2024		2023		$			%
	2025		2024		$			%
Revenues	$	5,~~223~~250	$	45,~~107~~791	$	~~1,116~~(541	)		~~27%~~(9	)%

14The 9% decrease in revenues was primarily driven by an overall decrease in fixed price contracts partially offset by an increase in service contract activity when compared to revenues for the three months ended March 31, 2024.

The 27% increase in revenues was primarily driven by an increase in fixed price contracts for the manufacture of subsea distribution equipment, such as flying leads and hydraulic distribution manifolds, partially offset by a decline in service contract activity when compared to revenues for the three months ended September 30, 2023.

Cost of Sales

	Three Months Ended September 30,				Increase (Decrease)
	Three Months Ended March 31,				Increase (Decrease)
	2024		2023		$			%
	2025		2024		$			%
Cost of sales	$	3,~~159~~598	$	23,~~733~~761	$	~~426~~(163	)		~~16%~~(4	)%
Gross profit	$	21,~~064~~652	$	12,~~374~~030	$	~~690~~(378	)		~~50%~~(19	)%
Gross profit %		4031%		3335%		–			7%(4	)%

The ~~growth~~decrease in gross profit ~~and gross profit percentage~~ was primarily driven by ~~increased~~decreased revenues. ~~and~~The ~~higher~~decrease ~~project~~in ~~margins~~gross onprofit ~~fixed~~as ~~price~~a ~~contracts~~percentage ~~when~~of ~~compared~~sales was mainly due to ~~the~~incurring ~~three~~higher ~~months~~labor ~~ended~~and materials costs ~~September~~associated ~~30,~~with ~~2023~~the decrease in fixed price contracts.

The Company records depreciation expense related to revenue-generating property, plant and equipment as cost of sales, which totaled $~~115~~117 and $~~128~~116 for the three months ended ~~September 30~~March 31, 2025 ~~2024~~ and ~~2023~~2024, respectively.

Selling, general and administrative expenses

	Three Months Ended September 30,				Increase (Decrease)
	Three Months Ended March 31,				Increase (Decrease)
	2024		2023		$		%
	2025		2024		$		%
Selling, general & administrative	$	1,~~586~~727	$	1,~~582~~460	$	4267		018%
Selling, general & administrative as a % of revenue		3033%		3925%		–		~~(9)~~8%

~~Selling~~The increase in selling, general, and administrative ~~expenses~~ expenses (“SG&A”) ~~during~~was ~~the~~primarily ~~three~~due ~~months~~to ~~ended~~higher ~~September~~administrative 30payroll expense, ~~2024~~advertising ~~were~~expense, ~~consistent~~professional ~~with~~fees, and ~~SG&A~~expenses ~~recorded~~to ~~during~~strengthen ~~the~~and ~~three~~restructure ~~months ended~~administrative ~~September 30, 2023~~functions.

The Company records depreciation expense related to administrative property, plant and equipment and intellectual property as SG&A, which totaled $29 and $27 during the three months ended September 30, 2024 and 2023, respectively.16

The Company records depreciation expense related to administrative property, plant and equipment and intellectual property as SG&A, which totaled $29 and $28 for the three months ended March 31, 2025 and 2024, respectively.

Adjusted EBITDA

Management evaluates Company performance based on a measure that is not in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which consists of earnings (net income or loss) available to common stockholders before net interest income, income taxes, depreciation and amortization, non-cash share-based compensation expense, non-cash impairments, non-cash gains or losses on the sale of property, plant and equipment (“PP&E”), other non-cash items and one-time charges (“Adjusted EBITDA”). This measure may not be comparable to similarly titled measures employed by other companies. The measure should not be considered in isolation or as a substitute for operating income or loss, net income or loss, cash flows provided by operating, investing, or financing activities, or other cash flow data prepared in accordance with US GAAP. The amounts included in the Adjusted EBITDA calculation, however, are derived from amounts included in the accompanying condensed consolidated statements of operations.

We believe Adjusted EBITDA is a useful measure of a company’s operating performance, which can vary substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired. It helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest), asset base (primarily depreciation and amortization), and actions that do not affect liquidity (share-based compensation expense) from our operating results. Additionally, it helps investors identify items that are within our operational control. Depreciation and amortization charges, while a component of operating income, are fixed at the time of the asset purchase or acquisition in accordance with the depreciable lives of the related asset and as such are not a directly controllable period operating charge.

The following is a reconciliation of net income (loss) to Adjusted EBITDA for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Net income (loss)	$	523		$	(143	)
Net (loss) income	$	(29	)	$	576
Deduct: Interest income, net		(17	)		(7	)
(Deduct) Add: Interest (income) expense, net		(13	)		(8	)
Add: Income tax expense		28			3
Add: Depreciation and amortization		~~144~~146			~~155~~144
Add: Share-based compensation		2370			919
Adjusted EBITDA	$	675		$	17
Add: Restructuring costs		158			–
Deduct: Gain on sale of asset		(1	)		–
Adjusted EBITDA	$	339		$	734

The $~~658~~395 ~~increase~~decrease in Adjusted EBITDA was primarily driven by a decrease in gross profit ~~improvement~~ associated with the ~~increase~~decrease in revenue from fixed price contracts during the three months ended March ~~September 30~~31, ~~2024~~ 2025 as compared to the three months ended ~~September~~March 3031, ~~2023~~2024. Restructuring costs during the three months ended March 31, 2025, consisted of expenses to strengthen and restructure administrative functions. Specifically, expenses included executive search fees for a Chief Financial Officer and a Director of Human Resources, as well as consulting costs related to organizational design and human capital strategy.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Revenues

	Nine Months Ended September 30,				Increase (Decrease)
	2024		2023		$		%
Revenues	$	16,793	$	11,338	$	5,455		48%

The 48% increase in revenues was primarily driven by an increase in fixed price contracts for the manufacture of subsea distribution equipment, such as flying leads and hydraulic distribution manifolds, partially offset by a decrease in service contract activity when compared to revenues for the nine months ended September 30, 2023.

Cost of Sales

	Nine Months Ended September 30,				Increase (Decrease)
	2024		2023		$		%
Cost of sales	$	10,449	$	7,174	$	3,275		46%
Gross profit	$	6,344	$	4,164	$	2,180		52%
Gross profit %		38%		37%		–		1%

The growth in gross profit was primarily driven by increased revenues when compared to the nine months ended September 30, 2023. Gross profit percentage remained steady when compared to the nine months ended September 30, 2023.

The Company records depreciation expense related to revenue-generating property, plant and equipment as cost of sales, which totaled $354 and $381 for the nine months ended September 30, 2024 and 2023, respectively.

Selling, general and administrative expenses

	Nine Months Ended September 30,				Increase (Decrease)
	2024		2023		$			%
Selling, general & administrative	$	4,316	$	4,887	$	(571	)		(12)%
Selling, general & administrative as a % of revenue		26%		43%		–			(17)%

The decrease in SG&A was driven by lower administrative payroll expense, advertising expense, research and development expense, and rental expense related to the Company’s short-term lease for furniture at the Company’s operating facility.

The Company records depreciation expense related to administrative property, plant and equipment and intellectual property as SG&A, which totaled $83 and $80 for the nine months ended September 30, 2024 and 2023, respectively.

Adjusted EBITDA

The following is a reconciliation of net income (loss) to Adjusted EBITDA for the nine months ended September 30, 2024 and 2023:

	Nine Months Ended
	September 30,
	2024			2023
Net income (loss)	$	2,083		$	(673	)
Deduct: Interest income, net		(30	)		(3	)
Add: Income tax expense		7			8
Add: Depreciation and amortization		437			461
Add: Share-based compensation		76			49
Add (Deduct): Loss (gain) on sale of asset		3			(2	)
Add: Relocation costs		–			9
Adjusted EBITDA	$	2,576		$	(151	)

The $2,727 increase in Adjusted EBITDA was driven by revenue and gross profit improvement associated with the increase in fixed price contracts and lower SG&A during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Liquidity and Capital Resources

As an offshore energy services provider, our revenues, profitability, cash flows, and future rate of growth are generally dependent on the condition of the global oil and gas industry and our customers’ ability to invest capital for offshore exploration, drilling and production, and maintenance of offshore drilling and production facilities. Oil and gas prices and the level of offshore drilling and production activity have historically been characterized by significant volatility. At times, we enter into large, fixed-price contracts which may require significant lead time and investment. A decline in offshore drilling and production activity could result in lower contract volume or delays in significant contracts, which could negatively impact our earnings and cash flows. Our earnings and cash flows could also be negatively affected by delays in payments by significant customers or delays in the completion of our contracts for any reason.

The Company believes it will have adequate liquidity to meet its future operating requirements. We are generally dependent on our cash flows from operations to fund our working capital requirements, and the uncertainties noted above create risks that we may not achieve our planned earnings or cash flow from operations. InOn ~~2023~~May 24, ~~the~~2023, the Company entered into a Purchase and Sale Agreement/Security Agreement with Zions Bancorporation, N.A., d/b/a Amegy Bank Business Credit (“Amegy”), which provides for Koil Energy from time to time to sell its accounts receivable and other rights to payment to Amegy, subject to Amegy’s right to approve or reject future accounts receivable and other rights proposed for sale, in its sole discretion. At ~~September~~March 3031, 2025 and December 31, 2024, the Company had no ~~outstanding~~factored ~~sales~~invoice ofoutstanding ~~accounts~~with ~~receivable to~~ Amegy.

The principal liquidity needs of the Company are to fund ongoing operations, working capital, and capital expenditures. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company reported a $1,~~090~~229 ~~increase~~decrease in cash. The Company ~~generated~~used $~~1,171~~766 inof net cash in operating activities, primarily driven by ~~income~~net changes in operating assets and liabilities of $~~2,083~~995. ~~and~~ This was partially offset by other adjustments of $~~578~~258 to reconcile net income to net cash ~~provided~~used byin operating activities, which includes items such as ~~share-based compensation, depreciation and amortization, loss on sale of PP&E, and~~ non-cash lease expense., ~~This~~share-based ~~was~~compensation, ~~partially~~and ~~offset~~depreciation ~~by changes in operating assets~~ and ~~liabilities of $1,490~~amortization. The Company used $~~127~~463 of net cash for investing activities, primarily to fund capital expenditures. ~~The Company also generated $46 of net cash from financing activities, primarily driven by proceeds received from the exercise of stock options.~~

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company reported a $~~1,221~~52 decrease in cash. The Company used $~~733~~307 of net cash in operating activities, primarily driven by net changes in operating assets and liabilities of $~~383 and a net loss of $673~~1,067. This was partially offset by net income of $576 and other adjustments of $184 to reconcile net ~~loss~~ income to net cash used in operating activities ~~of $323~~, which includes items such as non-cash lease expense, share-based compensation, ~~depreciation~~ and ~~amortization,~~ ~~gain~~depreciation ~~on sale of PP&E, bad debt expense,~~ and ~~non-cash lease benefit~~amortization. The Company used $~~228~~10 of net cash for investing activities, primarily to fund capital expenditures. The Company also ~~used~~generated $~~260~~265 of net cash infrom financing activities, ~~for~~primarily ~~principal~~driven ~~payments~~by ~~made~~proceeds ~~under~~received ~~its~~from ~~finance lease~~short-term ~~obligations~~borrowings.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The most significant estimates used in the financial statements relate to revenue recognition where the Company measures progress towards completion on a cost-to-cost basis for fixed-price contracts, the allowance for doubtful accounts, and the valuation allowance for deferred income tax assets. These estimates require judgments, which are based on historical experience and on various other assumptions, as well as specific circumstances. Estimates may change as new events occur, additional information becomes available or operating environments change.

Refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 for a discussion of our critical accounting policies and estimates.

Allowance for Credit Losses

The estimation of anticipated credit losses that may be incurred as we work through the invoice collection process with our customers requires us to make judgments and estimates regarding our customers’ ability to pay amounts due. We monitor our customers’ payment history and current credit worthiness, if needed, to determine that collectability is reasonably assured. We provide an allowance for credit losses based by reviewing each accounts receivable balance with respect to a debtor’s ability to make payments. We also evaluate historical loss rates as well as consider forward-looking factors specific to the debtors, the overall economic environment, and management expectations to determine expected losses. When certain accounts are determined to require an allowance, they are expensed by a provision for bad debts in that period. At ~~September~~March 3031, ~~2024 and~~2025 ~~2023~~and 2024, we estimated the allowance for credit losses requirement to be ~~zero.~~$0, ~~There~~and there were no charges to bad debt expense for the three ~~and~~ ~~nine~~ months ended ~~September~~March 3031, ~~2024.~~2025 ~~The Company recorded no charges~~ and ~~a $1 charge to bad debt expense during the three and nine months ended September 30, 2023, respectively~~2024. We believe that noour allowance for credit losses is ~~necessary~~adequate ~~under~~to cover the anticipated credit losses under current conditions; however, uncertainties regarding changes in the financial condition of our customers, either adverse or positive, could impact the amount and timing of any additional credit losses that may be required.

Recently Issued Accounting Standards

Refer to Note 1 in Part II. Item 8. “Financial Statements and Supplemental Data,” in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 for a discussion of recently issued accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that such information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive and the principal financial officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained. The Company’s disclosure controls and procedures are designed to provide such reasonable assurance.

The Company’s management, with the participation of the principal executive and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025, as required by Rule 13a-15(e) of the Exchange Act. Based onupon that evaluation, the principal executive and the principal financial officer have concluded that the Company’s disclosure controls and procedures were not effective as of ~~September~~such 30date due to a material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Changes in Internal Control Over Financial Reporting

The Company’s management, with the participation of the principal executive and principal financial officer, have concluded there were no changes in internal control over financial reporting during the nine months ended September 30, 2024.

~~PART~~Changes IIin –Internal ~~OTHER~~Control ~~INFORMATION~~Over Financial Reporting

~~ITEM~~The 2.Company’s ~~UNREGISTERED~~management, ~~SALES~~with OFthe ~~EQUITY~~participation of ~~SECURITIES~~the ~~AND~~principal ~~USE~~executive OFand ~~PROCEEDS~~principal financial officer, have concluded there were no changes in internal control over financial reporting during the three months ended March 31, 2025.

On September 25, 2024, the Company issued an aggregate of 200,000 shares of common stock to a director upon the exercise of non-qualified stock options, in a transaction not registered under the Securities Act of 1933 (the “Securities Act”). The exercise price of the options was an aggregate of $113,500. The issuance was exempt from registration under the Securities Act pursuant to the exemption provided in Section 4(a)(2) thereof because the transaction was between the Company and a director and did not involve a public offering. The proceeds will be used for working capital and general corporate purposes.Remediation

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we began implementing a remediation plan to address the material weakness mentioned above. The weakness will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of fiscal 2025.

PART II. – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

During the quarter ended ~~September~~March 3031, ~~2024~~2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K are listed in the Index to Exhibits of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

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, thereunto duly authorized.

November 4, 2024		/s/ Erik Wiik
Date		Erik Wiik
		President and Chief Executive Officer
		(Principal Executive Officer)
November 4, 2024		/s/ Trevor Ashurst
Date		Trevor Ashurst
		Vice President of Finance
		(Principal Financial Officer)
November 4, 2024		/s/ Troy Aymond
Date		Troy Aymond
		Corporate Controller
		(Principal Accounting Officer)

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, thereunto duly authorized.

	KOIL ENERGY SOLUTIONS, INC.
	(Registrant)

Date: May 20, 2025
	By:	/s/ Erik Wiik
		Erik Wiik
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Kurt Keller
		Kurt Keller
		Chief Financial Officer
		(Principal Financial Officer)

INDEX TO EXHIBITS

31.1*	Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer
10.1	Employment Agreement, dated April 19, 2025 and effective April 22, 2025, between Koil Energy Solutions, Inc. and Kurt Keller (incorporated by reference from Exhibit 10.1 to our Form 8-K filed on April 25, 2025).
31.2*	Rule 13a-14(a)/15d-14(a) Certification of the Vice President of Finance
31.1*	Certification of Erik Wiik, President and Chief Executive Officer, furnished pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1*	Section 1350 Certification of the President and Chief Executive Officer
31.2*	Certification of Kurt Keller, Chief Financial Officer, furnished pursuant to Rules 13a-14 and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.2*	Section 1350 Certification of the Vice President of Finance
32.1*	Statement of Erik Wiik, President and Chief Executive Officer, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Statement of Kurt Keller, Chief Financial Officer, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	XBRL Definition Linkbase Document
101.LAB*	XBRL Label Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

______________________________

* Filed or furnished herewith.

2223

Filing Compare · Koil Energy Solutions, Inc.