8-K
Koil Energy Solutions, Inc. (KLNG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May20, 2025
KOIL
ENERGY SOLUTIONS, INC.
(Exact name of registrant as specified in itscharter)
| Nevada | 000-30351 | 75-2263732 |
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| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
1310Rankin Road, Houston, TX 77073
(Address of principal executive offices) (Zip Code)
(281) 517-5000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: None<br><br><br><br><br> <br>Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. |
Emerging growth company ☐
| If an emerging growth company, indicate by check mark if the registrant<br>has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant<br>to Section 13(a) of the Exchange Act. ☐ |
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SECTION 2 – FINANCIAL INFORMATION
ITEM 2.02.
– Results of Operations and Financial Condition.
On May 20, 2025, Koil Energy Solutions, Inc. issued a press release announcing its financial results for the for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. – Financial Statements andExhibits.
(d) Exhibits
| 99.1 | Press Release issued by Koil Energy Solutions, Inc., dated May 20, 2025 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| Date: May 21, 2025 | KOIL ENERGY SOLUTIONS, INC. | |
|---|---|---|
| By: | /s/ Erik Wiik | |
| Erik Wiik | ||
| President and Chief Executive Officer |
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Exhibit 99.1
KOIL Energy Reports First Quarter 2025 Results
May 20, 2025
HOUSTON, May 20, 2025 (GLOBE NEWSWIRE) -- Koil Energy Solutions, Inc. (OTCQB: KLNG), a specialist in deepwater energy production and distribution equipment and services, released today its first quarter 2025 results.
First Quarter 2025 Results
| · | Revenue of $ 5.3 million |
|---|---|
| · | Adjusted EBITDA margin of 6% |
| · | Gross margin of 31% |
Erik Wiik, President and Chief Executive Officer of KOIL Energy, stated, “After four consecutive quarters of stellar performance, these results fell short of our expectations. We increased our base cost structure in response to last year’s elevated revenue levels, without adequately accounting for the inherent volatility in fixed-price contracts. We always knew our growth journey would have its ups and downs, and while this quarter presented a challenge, it reinforces our commitment to carefully building sustainable momentum and delivering long-term value to our shareholders.”
For the three months ended March 31, 2025, Koil Energy generated revenue of $5.3 million and EBITDA of $339,000, resulting in a 6% margin. These results represent a 9% decrease in revenue and $394,000 lower EBITDA compared to the first quarter of the previous year. Gross margin equaled 31%, driven by increased headcount combined with lower labor utilization. Accordingly, net income was approximately break-even. At quarter-end, the Company’s working capital stood at $5.1 million, accounts receivable totaled $4.9 million, and cash on hand was $2.2 million.
Our team will remain focused on growing the company and delivering on our growth strategy. We are excited to see that two-thirds of the recent growth in service contracts was tied to the installation of the equipment we built last year, affirming the success of our bundling strategy. Order intake and bidding activity have picked up significantly, and we believe this momentum will continue throughout 2025.
In the coming quarters we will focus on sharpening our financial execution, driving higher utilization across our workforce, managing working capital with discipline, and ensuring that our growth investments are appropriately scaled and timed.
KOIL Energy remains a great investment opportunity! We offer mission-critical deepwater solutions with a high barrier to market entry. KOIL Energy is a fast-growing company with a strong foundation and no long-term debt.
KOIL Energy will host an investor conference call to review its first quarter 2025 results on Tuesday, May 20, 2025, at 10:00 am Eastern Time.
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The earnings release and a replay of the conference call will also be available on the Company's website, www.koilenergy.com, under the “Investors” section.
PARTICIPANT WEBCAST LINK:
https://edge.media-server.com/mmc/p/6pb4pzzv
PARTICIPANT CALL DIALS:
Participant Toll-Free Dial: 1-833-630-1956
Participant Toll/Int’l Dial: 1-412-317-1837
Conference Code: Koil Energy Solutions call
Replay (7 days) – Ends on May 27
Toll-Free Dials: 1-877-344-7529
International Toll: 1-412-317-0088
Replay Access Code: 4756217
About KOIL (www.koilenergy.com)
KOIL Energy is a leading energy services company offering subsea equipment and support services to the world's energy and offshore industries. We provide innovative solutions to complex customer challenges presented between the production facility and the energy source. Our 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 team can support subsea engineering, manufacturing, installation, commissioning, and maintenance projects located anywhere in the world.
Forward-Looking Statements
Any forward-looking statements in the preceding paragraphs of this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.
Investor Relations:
ir@koilenergy.com
281-862-2201
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KOIL ENERGY SOLUTIONS, INC.
SUMMARY FINANCIAL DATA
(UNAUDITED)
Comparative Condensed Consolidated Income Statement
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) | 2025 | 2024 | ||||
| Revenues | $ | 5,250 | $ | 5,791 | ||
| Cost of sales | 3,598 | 3,761 | ||||
| Selling, general and administrative | 1,727 | 1,460 | ||||
| Operating (loss) income | (75 | ) | 570 | |||
| Total other (income) expense | (54 | ) | (9 | ) | ||
| (Loss) income before income tax expense | (21 | ) | 579 | |||
| Income tax expense | 8 | 3 | ||||
| Net (loss) income | $ | (29 | ) | $ | 576 | |
| Net (loss) income per share, basic | $ | (0.00 | ) | $ | 0.05 | |
| Weighted-average shares outstanding, basic | 12,088 | 11,971 |
Comparative Condensed Consolidated Balance Sheets
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (In thousands) | ||||
| Assets: | ||||
| Cash | $ | 2,193 | $ | 3,422 |
| Other current assets | 7,161 | 6,784 | ||
| PP&E, net | 3,124 | 2,791 | ||
| Other non-current assets | 6,754 | 5,743 | ||
| Total assets | $ | 19,232 | $ | 18,740 |
| Liabilities: | ||||
| Current liabilities | $ | 4,266 | $ | 4,524 |
| Other long-term liabilities | 6,321 | 5,612 | ||
| Total liabilities | 10,587 | 10,136 | ||
| Stockholders’ equity | 8,645 | 8,604 | ||
| Total liabilities and stockholders’ equity | $ | 19,232 | $ | 18,740 |
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Adjusted EBITDA:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | ||||
| Net income (loss) | $ | (29 | ) | $ | 576 | |
| (Deduct) Add: Interest (income) expense, net | (13 | ) | (8 | ) | ||
| Add: Income tax expense | 8 | 3 | ||||
| Add: Depreciation and amortization | 146 | 144 | ||||
| Add: Share-based compensation | 70 | 19 | ||||
| Deduct: Gain on sale of asset | (1 | ) | – | |||
| Add: Restructuring costs | 158 | – | ||||
| Adjusted EBITDA | $ | 339 | $ | 734 |
Cash flow data:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | ||||
| Cash provided by (used in): | ||||||
| Operating activities | $ | (766 | ) | $ | (307 | ) |
| Investing activities | (463 | ) | (10 | ) | ||
| Financing activities | – | 265 | ||||
| Change in cash | $ | (1,229 | ) | $ | (52 | ) |
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