KLNG 10-K
Koil Energy Solutions, Inc. (KLNG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM
For the fiscal year ended
Commission File No.
(Exact name of registrant as specified in its charter)
| (State of other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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
(or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
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 during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
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 definition 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 ☐ |
| 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
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by checkmark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐
No
As of June 30, 2025, the aggregate market value
of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last
sold, was $
As of March 27, 2026, the registrant had outstanding shares of common stock, par value $0.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
| i |
Forward-Looking Information
Unless otherwise indicated, the terms “Koil Energy Solutions, Inc.”, “Koil Energy”, the “Company”, “we”, “our” and “us” are used in this report to refer to Koil Energy Solutions, Inc., a Nevada corporation, and its direct and indirect wholly owned subsidiaries.
In this Annual Report on Form 10-K (the “Report”), we may make certain forward-looking statements (“Statements”), including statements regarding our plans, strategies, objectives, expectations, intentions, and resources that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We do not undertake to update, revise, or correct any of the Statements. The Statements should also be read in conjunction with our audited consolidated financial statements and the notes thereto.
The Statements contained in this Report that are not historical fact 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 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”, “expects”, “may”, “will”, “should”, “intend”, “plan”, “could”, “is likely”, or “anticipates”, or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. We caution readers that these Statements are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other Statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable by us, may not be realized. Because of the number and range of assumptions underlying our projections and Statements, many of which are subject to significant uncertainties and contingencies that are beyond our reasonable control, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this Report. These Statements are based on current expectations, and we assume no obligation to update this information. Therefore, our actual experience and the results achieved during the period covered by any projections or Statements may differ substantially from those projected. Consequently, the inclusion of projections and other Statements should not be regarded as a representation by us or any other person that these estimates and projections will be realized, and actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the Statements contained herein will prove to be accurate.
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; | |
| · | More sophisticated and targeted cyber-attacks and other security incidents pose risk to our systems, data and business, and our relationships with customers and other third parties; |
| · | Unfavorable legal outcomes could have a negative impact on our business; and |
| · | Impact of global health crises, including epidemics and pandemics. |
| ii |
PART I
| ITEM 1. | Business |
General
Koil Energy Solutions, Inc., a Nevada corporation (the “Company”, “Koil Energy”, “we”, “our” and “us”), is an energy services company that provides equipment and support services to the world’s energy and offshore industries. Primary operations are conducted under Koil Energy Solutions, Inc., a Delaware corporation (“Koil Energy Delaware”) and Koil Energy Solutions Brazil Ltda., a Brazilian limited liability company (“Koil Energy Brazil”), which are wholly owned subsidiaries of the Company.
Koil Energy’s website address is www.koilenergy.com. The Company makes available, free of charge on its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files such material with, or furnishes them to, the Securities and Exchange Commission (the “SEC”). Paper or electronic copies of these documents may be obtained upon request by contacting the Company. The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company, at www.sec.gov.
Business Overview
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 broad line of 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 energy source agnostic and can be applied to additional markets, including offshore wind, offshore wave energy, hydrogen, and liquefied natural gas.
Koil Energy’s goal is to provide superior services and products to its customers in a safe, cost-effective, and timely manner. The Company believes there is significant demand for, and brand name recognition of, its established services and products due to the technical capabilities, reliability, cost-effectiveness, timeliness of delivery and execution, and operational efficiency features of these solutions.
In 2022, we changed our name from Deep Down, Inc., to Koil Energy Solutions, Inc. In connection with the name change, our ticker symbol was changed to “KLNG”.
For the years ended December 31, 2025, and 2024, the Company’s operations were organized as one reportable operating segment.
Services
Koil Energy supports all aspects of subsea field development with its engineering and project management services, including the design, installation, and retrieval of subsea equipment and systems, connection and termination operations, well-commissioning services, and construction support. The Company works closely with all customers to provide the fastest, safest, and most cost-effective solutions to a variety of complex issues. The Company also serves a range of customers, including operators, installation contractors, and subsea equipment manufacturers.
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Project Management and Engineering. Koil Energy’s project managers and engineers have extensive experience and knowledge to support customers both onshore and offshore. Particularly, the Company specializes in the design and engineering of steel tube flying leads, umbilicals, flexible and rigid risers, flowlines, and jumpers. Koil Energy’s comprehensive subsea engineering services oversee all project requirements from conception to final commissioning, including offshore participation during installation to ensure proper execution and safe completion of projects.
Spooling Services. Koil Energy’s engineering teams provide the planning, supervision, specialized equipment, and coordination with offshore installation personnel for a customer’s pull-in and spooling needs. The Company has the ability to manage every stage of the process from terminations, spooling operations, installation, testing, monitoring, and pull-in for umbilicals and flying leads.
Testing and Commissioning Services. The Company can perform all aspects of testing related to connecting the umbilical termination assemblies, performing installations, and completing the commissioning of the system thereafter. This includes initial factory acceptance testing, extended factory acceptance testing, system integration testing, and offshore installation and commissioning services. The Company also offers a variety of pumping systems to meet industry needs and offers maximum flexibility to ensure a safe and efficient commissioning program.
Storage Management. Koil Energy’s facility in Houston, Texas, offers high quality warehousing and workshop capacity, external storage, and a strategic location near customers and key suppliers. Among other capabilities, the Company provides long-term specialized contract warehousing, long and short-term storage, material handling equipment, integrated inventory management, packing, and labeling.
Equipment Refurbishment and Intervention Services. The Company provides refurbishment and repurposing of recovered subsea equipment and associated support services for offshore interventions. As an emergency or intervention need arises, the stored asset is engineered, reconfigured, and tested per customer specifications. Additionally, Koil Energy has developed a suite of proprietary equipment and tools available to address the critical offshore needs of its customers and minimize production disruptions due to unplanned events. A Koil Energy service technician is then deployed with the equipment to support the offshore campaign.
Products
Koil Energy designs, manufactures, fabricates, inspects, assembles, tests, and installs subsea distribution equipment used by major integrated, large independent, and foreign national energy companies in offshore areas throughout the world. The Company’s products are used during exploration, development, and production operations on offshore drilling rigs, installation and intervention vessels, and as part of the permanently installed subsea production infrastructure.
Flying Leads. Koil Energy designs, manufactures, and installs flying leads, particularly steel tube flying leads. Flying leads are umbilical jumpers with a termination plate at either end that support the transmission of hydraulic fluid and/or chemicals between the subsea equipment. The Company’s flagship product, the Loose Steel Tube Flying Lead (“LSFL®”), was developed to eliminate the residual memory left in traditional flying leads due to the bundling process. The loose lay of the tubes is more compliant, allowing the bundle to lay flat on the sea floor and follow the prescribed lay path precisely. Koil Energy employs its Moray® termination system at each end of the LSFL®. The Moray® termination is a lightweight, high-strength, configurable, and field serviceable framework used to connect any commercially available multi-quick connect plate to the LSFL® bundle. The Moray® termination assembly offers several cost and time saving benefits over traditional competitive solutions that allow the Company to lower the total installed cost of customer projects.
Umbilical Hardware. Koil Energy designs and fabricates lightweight and compact umbilical hardware that covers the entire scope of a project’s needs from the topside platform to the subsea connection. The Company’s compliant Umbilical Termination Assembly (“UTA”) allows the installation team to terminate an umbilical with a higher degree of quality, place the critical components of the base unit on the reel or on the carousel, and handle it with additional ease and safety. The UTA can then be combined with the mud mat assembly easily and offers both first-end stab and hinge-over features as well as yoke second end landing.
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Koil Energy’s termination services offer the ability to refurbish existing topside umbilical terminations from multiple manufacturers and provide a completely new connection, thus extending the life of the umbilical and the subsea field. Bend Stiffener Latchers® are designed to secure a dynamic umbilical to an existing or standard flange offering significant cost savings without the need for modification to the rig interface or the use of divers. The quick-release and locking mechanism allows a single remotely operated vehicle to engage or disengage the locking mechanism resulting in significant savings to the customer.
Riser Isolation Valves and Subsea Isolation Valve Services. Koil Energy’s Riser Isolation Valve and Subsea Isolation Valve control systems are unique solutions that provide platform personnel hydraulic control and electrical indication for subsea production valves. These systems provide numerous advantages to the customer including emergency shutdown capabilities, valve positioning monitoring systems, and auxiliary positions for spare and/or future field development.
In addition to the fabrication of these systems, Koil Energy provides subsea installation engineering, consulting, and service personnel to support customers, installation contractors, valve vendors, and more. The Koil Energy team provides commissioning and technical assistance to customers and platform personnel and seeks to ensure that the systems are working properly.
Installation Aids. The Company has developed an extensive array of installation aids, including flying lead installation systems, tensioners, lay chutes, buoyancy modules, clump weights, mud mats, pumping and testing skids, control booths, fluid drum carriers, under-rollers, 200 ton, 400 ton, 3,400 ton, and 3,500 ton carousels, running and parking deployment frames, termination shelters, pipe straighteners, Subsea Deployment Basket® systems, Horizontal Drive Units, and Rapid Deployment Cartridges.
Manufacturing
Koil Energy’s facilities located in Houston, Texas, are integral to our operations, serving as the backbone of our manufacturing process. Strategically organized and equipped, these spaces efficiently facilitate fabrication, manufacturing, assembly, and testing of our products. Within our well-structured environment, our skilled teams harness their expertise alongside machinery and tools, ensuring precise execution at every stage. We also have a significant footprint dedicated to our clean, stainless-steel welding and tube bending environment, which is separated from all carbon steel fabrication.
Our manufacturing facility is ISO 9001 certified. We enhance our standards and product quality by having our quality assurance specialists work alongside our product manufacturing personnel throughout the manufacturing process. We have the capacity to complete large turn-key projects and still have reserve space for unforeseen emergency projects requiring immediate service and the attention to which our customers are accustomed.
Customers
Demand for our deepwater and ultra-deepwater services, equipment and offshore rig equipment is dependent on the condition of the energy industry and its ability and need to make capital expenditures, as well as continual maintenance and improvements on its offshore exploration, drilling, and production operations. The level of these expenditures is generally dependent upon various factors such as expected commodity prices, exploration and production costs, and the level of offshore drilling and production activity. The prevailing view of future commodity prices is influenced by numerous factors affecting supply and demand. These factors include, but are not limited to, worldwide economic activity, interest rates, cost of capital, environmental regulation, tax policies, and production levels and prices set and maintained by producing nations and the Organization of the Petroleum Exporting Countries. Capital expenditures are also dependent on the cost of exploring for and producing oil and gas, the sale and expiration dates of domestic and international offshore leases, the discovery rate of new oil and gas reserves in offshore areas and technological advances. Oil and gas prices and the level of offshore drilling and production activity have historically been characterized by significant volatility.
Our principal customers are primarily major integrated, large independent, and foreign national energy companies as well as subsea equipment manufacturers and subsea equipment installation contractors involved in the offshore exploration, development, and production of natural and renewable resources. Offshore drilling contractors, engineering and construction companies, and other companies involved in maritime operations represent a smaller customer base.
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Koil Energy is not dependent on a single customer, but our two largest customers together accounted for approximately 40% of revenue in 2025. The amount and variety of our products and services required in a given period by a customer can depend upon the customer’s capital expenditure budget as well as the results of competitive bids. Consequently, a customer may account for a material portion of revenues in one period and may represent an immaterial portion of revenues in a subsequent period. While we are not dependent on any one customer or group of customers, the loss of one or more of our significant customers could, at least on a short-term basis, have an adverse effect on the results of our operations and cash flows.
Marketing and Sales
We market our services and products worldwide through our Houston-based sales force. We periodically advertise in trade and technical publications targeting our customer base. We also participate in industry conferences and trade shows to enhance industry awareness of our products and services. Our customers generally order products and services after consulting with us on their project. Orders are typically completed within two weeks to three months depending on the type of product or service. Larger and more complex products may require significantly more time to complete. Our customers generally select our products and services based on the quality, reliability and reputation of the product or service, price, timely delivery, and advanced technology. For large production system orders, we engage our project management team to coordinate customer needs with our engineering, manufacturing, and service departments, as well as with our trusted subcontractors and vendors. Our profitability on projects is dependent on performing accurate and cost-effective bids as well as performing efficiently in accordance with bid specifications. Various factors can affect our performance on individual projects that could potentially adversely affect the profitability of a project.
Product Development and Engineering
The technological demands of the energy industry continue to increase as offshore exploration and drilling operations expand into deeper and more hostile environments. Conditions encountered in these environments could soon include well pressures of up to 20,000 psi, mixed flows of oil and gas under high pressure that may also be highly corrosive, and water depths exceeding 10,000 feet. We are continually engaged in product development activities to generate new products and to improve existing products and services to meet our customers’ needs. We also focus our activities on reducing the overall cost to the customer, which includes not only the initial capital costs, but also ongoing operating costs associated with our products.
We have an established track record of introducing new products and product enhancements. Our product development work is conducted at our facility in Houston, Texas, and in the field. Our application engineering staff also provides engineering services to customers in connection with the design and sales of our products. Our ability to develop new products and maintain technological advantages is important to our future growth and success.
We believe that the success of our business depends more on the technical competence, performance, creativity, and marketing abilities of our employees than on any individual patent, trademark, or copyright. Nevertheless, as part of our ongoing product development and manufacturing activities, our policy is to seek patents when appropriate on inventions concerning new products and product improvements. All patent rights for products developed by employees are assigned to us.
Competition
The principal competitive factors in the offshore drilling, development and production, and maritime equipment markets are quality, reliability, and reputation of the product, price, technology, and timely delivery. We face significant competition from other manufacturers of exploration, production, and maritime equipment. Several of our primary competitors are diversified multinational companies with substantially larger operating staffs and greater capital resources and have a longer history in manufacturing these types of equipment.
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Employees
At December 31, 2025, we had a total of 68 employees, with only one being part-time. We also work with a pool of independent contractors who enable us to scale our operations at short notice, as business needs demand. Our employees are not covered by collective bargaining agreements, and we generally consider our employee relations to be good. Our operations depend in part on our ability to attract a skilled labor force. While we believe that our wage rates are competitive and that our relationship with our skilled labor force is good, a significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force or increases in the wage rates that we pay, or both.
Governmental Regulations
A significant portion of our business activities are subject to federal, state, local and foreign laws and regulations. The technical requirements of these laws and regulations are becoming increasingly expensive, complex, and stringent. These regulations are administered by various federal, state, and local health and safety and environmental agencies and authorities, including the Occupational Safety and Health Administration of the U.S. Department of Labor and the U.S. Environmental Protection Agency. From time to time, we are also subject to a wide range of reporting requirements, certifications and compliance as prescribed by various federal and state governmental agencies. Expenditures relating to such regulations are made in the normal course of our business and are neither material nor place us at any competitive disadvantage. We do not currently expect that compliance with such laws will require us to make material additional expenditures.
We are also affected by tax policies and other laws and regulations generally relating to the oil and gas industry, including those specifically directed to offshore operations. Adoption of laws and regulations that curtail exploration and development drilling for oil and gas could adversely affect our operations by limiting demand for our services or products.
Increased concerns about the environment have resulted in offshore drilling in certain areas being opposed by environmental groups, and certain areas have been restricted. To the extent that new or additional environmental protection laws that prohibit or restrict offshore drilling are enacted and result in increased costs to the oil and gas industry in general, our business could be materially affected. In addition, these laws may provide for “strict liability” for damages to natural resources or threats to public health and safety, rendering a party liable for the environmental damage without regard to negligence or fault on the part of such party. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Certain environmental laws provide for joint and several liabilities for remediation of spills and releases of hazardous substances. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances, as well as damage to natural resources. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others, or for our acts that complied with all applicable laws at the time such acts were performed. Compliance with environmental laws and regulations may require us to obtain permits or other authorizations for certain activities and to comply with various standards or procedural requirements.
We cannot determine to what extent our future operations and earnings may be affected by new legislation, new regulations, or changes in existing regulations. We believe that our facilities are in substantial compliance with current regulatory standards. Based on our experience to date, we do not currently anticipate any material adverse effect on our business or consolidated financial position as a result of future compliance with existing environmental laws and regulations controlling the discharge of materials into the environment. However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies, or stricter or different interpretations of existing laws and regulations, may require additional expenditures which may be material.
Intellectual Property
We own and license various patents, trademarks and other intellectual property rights that support our products and services. While no single intellectual property right is material to our business operations, we believe our intellectual property portfolio as a whole provides meaningful support for our competitive position
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| ITEM 1A. | RISK FACTORS |
Not Applicable
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None
| ITEM 1C. | CYBERSECURITY |
Overall Risk Management
We maintain a cybersecurity program that is reasonably designed to protect our information, and that of our customers, against cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of our information systems.
The Company has processes and procedures in place to monitor the prevention, detection, mitigation and remediation of cybersecurity risks. These include but are not limited to:
| · | Maintaining a defined and practiced incident response plan; |
| · | Maintaining cyber insurance coverage; |
| · | Employing appropriate incident prevention and detection safeguards; |
| · | Maintaining a defined disaster recovery policy and employing disaster recovery software, where appropriate; |
| · | Educating, training and testing our user community on information security practices and identification of potential cybersecurity risks and threats; and |
| · | Reviewing and evaluating new developments in the cyber threat landscape. |
Managing Third Party Risk
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Risks from Cybersecurity Incidents
Internal Cybersecurity Team
Management
Board of Directors
| · | Current cybersecurity threat landscape and emerging threats; | |
| · | Status of ongoing cybersecurity initiatives and strategies; | |
| · | Incident reports and learnings from unique cybersecurity events, including those of other companies; | |
| · | Compliance status and efforts with regulatory requirements and industry standards; | |
| · | Regulatory updates; | |
| · | Vulnerability developments; and | |
| · | Other cyber risk topics as requested by the Board. |
| ITEM 2. | PropertIES |
Our operating facility is located at 1310 Rankin Road, Houston, Texas 77073 (“Rankin Rd.”) and includes approximately 101,000 square feet of office, manufacturing, and storage space. The term of the lease is for ten years, which commenced on August 1, 2022, at a base rate of $78,000 per month with a 2% increase each subsequent year. Koil Energy uses the facility as its primary base of operations, which includes the fabrication of custom engineered products as well as other subsea equipment for both oil and gas and renewable energy applications.
In February 2025, Koil Energy opened a location in Macaé, Brazil. The 180,000 square foot facility includes a 27,000 square foot workshop for manufacturing. The facility is leased under a four-year agreement that commenced February 1, 2025, at a base rate of R$140,000 per month (approximately $25,000 per month at current exchange rates). The Brazil facility is primarily focused on engineering, manufacturing, and testing for cable management, umbilicals, and flexible pipes in the Campos Basin.
We also lease, on a month-to-month basis, approximately 19,000 square feet of storage space in Mobile, Alabama to house our 3,400 metric ton and 3,500 metric ton carousel systems for $11,000 per month.
We believe that these facilities are suitable, adequate and of sufficient capacity to support our current operations.
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| ITEM 3. | Legal Proceedings |
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. Except as described below, the Company is not a party to any material pending legal proceedings, other than ordinary routine litigation incidental to our business.
WW Champion Developments Lawsuit
The Company was previously involved in a legal dispute with its former landlord, WW Champion Developments, Inc. ("WW Champion”). On September 23, 2024, WW Champion filed a lawsuit against the Company alleging breach of contract and seeking money damages of $1,229,000 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 matter was settled in June 2025 for $590,000. The Company had previously recorded a liability of $923,000 and therefore recognized a gain of $333,000 upon resolution of the lawsuit. This gain is recorded in the consolidated statements of operations under Other (income), net. Payment terms for the settlement included the forfeiture of a $90,000 deposit, a $200,000 payment on July 1, 2025, and six monthly payments of $50,000 each commencing August 1, 2025. As of January 2026, all such amounts were fully paid.
OMSi Lawsuit
In December 2024, the Company completed work under purchase orders with OMS International Limited (OMSi), a UK-based subsea engineering firm. The Company successfully completed the project in March 2025 and issued invoices totaling $569,000. OMSi has not remitted payment on the outstanding invoices and has not responded to the Company’s repeated requests for payment.
On September 29, 2025, the Company filed a civil action against OMSi in the United States District Court for the Southern District of Texas seeking to recover the unpaid amounts. For the quarter ending September 30, 2025, the Company recorded a reserve of $569,000 in Allowance for Credit Losses. Koil received a judgment against OMSi in January 2026 in the amount of approximately $575,000 and intends to pursue full recovery and will adjust the reserve as new information becomes available.
| ITEM 4. | MINE SAFETY DISCLOSUREs |
None
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PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market for Common Stock
Our common stock is quoted on the QB Tier of the OTC Markets Group (the “OTCQB”) under the symbol “KLNG.” Quotations for our common stock on the OTCQB represent quotations between dealers without adjustment for retail markup, mark down or commissions, and may not represent actual transactions.
Stockholders of Record
As of December 31, 2025, there were approximately 1,075 holders of record of our common stock. All common stock held in street names are recorded in the Company’s stock register as being held by one stockholder.
Dividend Policy
To date, we have not paid any cash dividends and our present policy is to retain earnings for working capital for the growth of our operations.
Securities Authorized for Issuance Under Equity Compensation Plans
STOCK OPTIONS ISSUED
| Plan category | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||
| (a) | (b) | (c) | ||||||||
| Equity compensation plans not approved by security holders | 1,110,000 | $ | 0.99 | – | ||||||
RESTRICTED STOCK AWARDS ISSUED
| Plan category | Number of securities to be issued upon vesting of outstanding RSAs | Weighted-average Grant Date Fair Value | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||
| (a) | (b) | (c) | ||||||||
| Equity compensation plans not approved by security holders | 375,000 | $ | 1.02 | – | ||||||
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| ITEM 6. | [RESERVED] |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this Report. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, our actual results may differ materially from those anticipated in our forward-looking statements.
All dollar and share amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands of dollars and shares, unless otherwise indicated.
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 broad line of 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 energy source agnostic 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 relies heavily on the capital and operating expenditure programs of energy companies. Operators’ decisions to scale back or accelerate their exploration, drilling, and production activities are significantly influenced by the overall state of the energy sector. Notably, the oil and gas industry has historically experienced fluctuations in commodity prices, driven by various global market forces.
Global energy demand continues to rise. Meeting this demand requires incremental oil and natural gas production alongside growth in renewable energy sources. Years of underinvestment in offshore exploration and development are now fueling a resurgence in subsea activity. According to IHS Markit Ltd,, deepwater fields naturally decline at an average rate of 7% per year, underscoring the urgency for new development just to maintain current output. From our perspective, we are seeing global operators allocate more capital toward deepwater and ultra-deepwater developments, particularly in Brazil, the U.S., and West Africa.
There are three primary methods to maintain or expand subsea production:
| (1) | Long-cycle greenfield development projects; | |
| (2) | Subsea tie-back projects that connect new wells to existing infrastructure; and | |
| (3) | Maintenance and life-extension activities, including upgrades and decommissioning of aging equipment and systems |
Subsea tie-back development continues to gain momentum as a preferred approach among offshore operators. These projects allow operators to access nearby reservoirs, utilize available topside capacity, and leverage existing subsea infrastructure. In mature basins, tie-back strategies have been employed for decades. In emerging regions, operators are increasingly adopting this approach to accelerate first hydrocarbon production and enhance project returns.
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A key advantage of subsea tie-back developments is the potential for shorter payback periods than traditional greenfield projects. Leveraging existing assets, these projects frequently have the potential to achieve first oil within two years of final investment decision. However, success hinges on meticulous planning and swift execution. Integrating new equipment into an aging infrastructure presents both technical challenges and opportunities, making adaptability and foresight essential. Proven, practical design, backed by a deep team experienced in subsea installation and commissioning, plays a critical role in ensuring reliability and staying on schedule.
Bidding activity and order intake for subsea tie-back and maintenance projects continued to increase throughout the year. During this period, we have continued to invest in new talent and additional assets to support our long-term growth strategy. We remain disciplined in balancing profitability with investment and are confident that our expanded capabilities position us well to execute on our backlog.
We remain focused on our strategic objective of becoming the leading provider of integrated subsea distribution systems and services globally. One indication of subsea activity is the number of subsea trees awarded and later installed. For both green fields and brown fields, industry analysts, such as Westwood Global Energy Group on March 6, 2026, reported an expected increase from 247 subsea tree awards in 2025 to 296 awards in 2026, a 20% increase. Our product sales tend to correlate with subsea tree awards, as we supply the controls infrastructure linking subsea trees to the topside production facility. The analyst also expects subsea tree installation activity, closely correlated with our service activity, to increase by approximately 8%, even when compared against last year’s elevated installation levels.
Results of Operations
Revenues
| Year Ended December 31, | Increase (Decrease) | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Revenues | $ | 24,051 | $ | 22,734 | $ | 1,317 | 6 | % | ||||||||
Compared to 2024, our revenue increased 6% in 2025. While product revenue saw a slight decrease as several large, product-heavy contracts did not ramp until late in the year, service revenue had an exceptional year, increasing 45% compared to 2024. This increase in service revenue included installation support and pre-commissioning of umbilicals and distribution systems for both oil & gas and offshore wind projects.
Cost of sales and Gross profit
| Year Ended December 31, | Increase (Decrease) | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Cost of sales | $ | 16,094 | $ | 13,985 | $ | 2,109 | 15% | |||||||||
| Gross profit | $ | 7,957 | $ | 8,749 | $ | (792 | ) | (9% | ) | |||||||
| Gross profit % | 33% | 38% | – | (5% | ) | |||||||||||
The decrease in gross profit was primarily driven by underutilization of personnel during the first half of the year. The Cost of sales increase was primarily driven by a $1,350 increase in personnel cost associated with higher direct head count and additional rent expense of $280 associated with the new Brazil office lease.
The Company records depreciation expense related to revenue-generating property, plant and equipment as cost of sales, which totaled $504 and $459 for the years ended December 31, 2025, and 2024, respectively.
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Selling, general and administrative expenses
| Year Ended December 31, | Increase (Decrease) | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Selling, general & administrative | $ | 8,326 | $ | 6,192 | $ | 2,134 | 34% | |||||||||
| Selling, general & administrative as a % of revenue | 35% | 27% | – | 8% | ||||||||||||
The increase in selling, general, and administrative expenses (“SG&A”) was driven by increased head count and employee benefits of $609, the reserve made against our receivable for $569, and legal expense increases of approximately $350 associated with patents and contractual agreements.
The Company records depreciation and amortization expense related to administrative property, plant and equipment, capitalized software and intellectual property as SG&A, which totaled $86 and $112 for the years ended December 31, 2025, and 2024, respectively.
Interest expense (income), net
Net interest income for the year ended December 31, 2025, was $6 compared to net interest income of $47 for the year ended December 31, 2024. The decrease of $41 is mainly due to increased invoice factoring expense to meet short-term liquidity requirements, which partially offset interest income.
Other income, net
The Company recorded other income, net of $386 and $33 for the years ended December 31, 2025, and December 31, 2024, respectively, which increase primarily consisted of a $333 gain recognized in 2025 related to the settlement of the WW Champion lawsuit.
Gain/loss on sale of assets
The Company recorded gain of $12 and a loss of $1 related to equipment sold by the Company during the years ended December 31, 2025, and December 31, 2024, respectively.
Modified 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 (“Modified 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 Modified EBITDA calculation, however, are derived from amounts included in the accompanying consolidated statements of operations.
We believe Modified 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.
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The following is a reconciliation of net income (loss) to Modified EBITDA for the years ended December 31, 2025, and 2024:
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net (loss) income | $ | (38 | ) | $ | 2,620 | |||
| Deduct: Interest income , net | (6 | ) | (47 | ) | ||||
| Add: Income tax expense | 73 | 16 | ||||||
| Add: Depreciation and amortization | 590 | 571 | ||||||
| Add: Share-based compensation | 375 | 376 | ||||||
| Add: Loss (Gain) on Litigation Settlement | (333 | ) | – | |||||
| Add: Restructuring | 280 | – | ||||||
| Add: Severance | 41 | – | ||||||
| Deduct: Gain (loss) on sale of asset | (12 | ) | 1 | |||||
| Modified EBITDA | $ | 970 | $ | 3,537 | ||||
The $2,567 decrease in Modified EBITDA primarily resulted from increased SG&A expenses from growth initiatives which include patent legal expenses, sales and bidding costs, expenses associated with establishing the Brazil office, and expenses for outside consultants to strengthen and restructure administrative functions during the year ended December 31, 2025. Severance expense was associated with organizational changes to strengthen the accounting function. The decrease also included a $569 receivable that a reserve was made for in 2025.
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. On May 24, 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 December 31, 2025, and 2024, respectively, the Company had $541 and no outstanding sales of accounts receivable to Amegy, respectively.
The principal liquidity needs of the Company are to fund ongoing operations, working capital, and capital expenditures. During the year ended December 31, 2025, the Company reported a $1,887 decrease in cash. The Company consumed $901 of net cash in operating activities, primarily driven by increased working capital to support customer contracts and vendor obligations of $2,436 partially offset by non-cash items including $375 of share-based compensation, $590 for depreciation and amortization, and $569 of credit loss expense. Net cash used in investing activities was $1,533, including $1,282 for new equipment and the overhaul of existing fixed assets and $263 for capitalized software development costs. Net cash provided by financing activities was $562, primarily related to short-term borrowings under the Amegy factoring facility.
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The Company maintains a positive outlook on customer inquiries and views this as an opportunity to capitalize on its product, service, and rental offerings to address the subsea distribution and cable management needs of its customers. The reasons for this expected increase are set forth in the “Industry and Executive Outlook” section above. As such, 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 Property, Plant and Equipment (“PP&E”). Given the inherent volatility in oil prices and global economic activity, the Company cannot predict this with certainty. To mitigate this uncertainty and preserve liquidity, the Company will concentrate capital investments on key growth needs and pursue opportunistic cost containment initiatives, which can include workforce alignment, restricting overhead spending and limiting research and development efforts to only critical items.
Summary of Critical Accounting Estimates
Use of Estimates
The preparation of financial statements in accordance with US GAAP requires us to make estimates and judgments that may affect assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition and related allowances, contract assets and liabilities, impairments of long-lived assets, including intangibles, income taxes including the valuation allowance for deferred tax assets, contingencies and litigation, and share-based payments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Property, Plant and Equipment
PP&E is stated at cost, net of accumulated depreciation, amortization, and related impairments. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets. Replacements and betterments are capitalized, while maintenance and repairs are expensed as incurred. It is our policy to include amortization expense on assets acquired under finance leases with depreciation expense on owned assets. Additionally, we record depreciation and amortization expense related to revenue-generating assets as a component of cost of sales in the accompanying consolidated statements of operations.
If circumstances associated with our PP&E have changed or a significant event has occurred that may affect the recoverability of the carrying amount of our PP&E, an impairment indicator exists, and we test the PP&E for impairment. Before testing for impairment, we group PP&E with other finite-lived long-lived assets (“long-lived assets”) at the lowest level of identifiable cash flows that are largely independent of cash flows from other assets or groups of assets. Testing long-lived assets for impairment is a two-step process:
Step 1 - We test the long-lived asset group for recoverability by comparing the carrying amount of the asset group with the sum of the undiscounted future cash flows from use and the eventual disposal of the asset group. If the carrying amount of the long-lived asset group is determined to be greater than the sum of the undiscounted future cash flows from use and disposal, we would need to perform step 2.
Step 2 - If the long-lived group of assets fails the recoverability test in step 1, we would record an impairment expense for the difference between the carrying amount and the fair value of the long-lived asset group.
During the years ended December 31, 2025 and December 31, 2024, the Company conducted assessments of whether impairment indicators were present that indicate the carrying amount of its long-lived asset group might not be recoverable and determined that no such events or changes in circumstances were present.
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Revenue Recognition
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.
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.
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Service Contracts
We recognize revenue for service contracts over time when labor, equipment rental, and other associated costs are incurred, which we believe best depicts the transfer of services to the customer. Control transfers as services are performed on a daily basis. Services are typically billed monthly. Payment terms are generally 30 days from invoice receipt but may extend to 45, 60, or 90 days depending 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. For the years ended December 31, 2025, and 2024, there were no contracts with terms that extended beyond one year.
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 creditworthiness, if needed, to determine that collectability is reasonably assured. We provide an allowance for credit losses based upon a review of each accounts receivable balance with respect to a customer’s ability to make payments. We also evaluate historical loss rates as well as consider forward-looking factors specific to the customers, 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 credit losses in that period. On December 31, 2025, and 2024, we estimated the allowance for credit losses requirement to be $569 and $0 respectively. Credit loss expense totaled $569 and $0 for the year ended December 31, 2025, and 2024, respectively. We believe that our allowance for credit losses is adequate 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.
Income Taxes
We follow the asset and liability method of accounting for income taxes. This method considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date.
We record a valuation allowance to reduce the carrying value of our deferred tax assets when it is more likely than not that some or all of the deferred tax assets will expire before realization of the benefit or that future deductibility is not probable. The ultimate realization of the deferred tax assets depends upon our ability to generate sufficient taxable income of the appropriate character in the future. This requires management to use estimates and make assumptions regarding significant future events such as the taxability of entities operating in the various taxing jurisdictions. In evaluating our ability to recover our deferred tax assets, we consider all reasonably available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future state, and federal pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment. When the likelihood of the realization of existing deferred tax assets changes, adjustments to the valuation allowance are charged in the period in which the determination is made, either to income or goodwill, depending upon when that portion of the valuation allowance was originally created.
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We record an estimated tax liability or tax benefit for income and other taxes based on what we determine will likely be paid in the various tax jurisdictions in which we operate. We use our best judgment in the determination of these amounts. However, the liabilities ultimately realized and paid are dependent upon various matters, including resolution of tax audits, and may differ from amounts recorded. An adjustment to the estimated liability would be recorded as a provision or benefit to income tax expense in the period in which it becomes probable that the amount of the actual liability or benefit differs from the recorded amount.
Our future effective tax rates could be adversely affected by changes in the valuation of our deferred tax assets or liabilities or changes in tax laws or interpretations thereof. If and when our deferred tax assets are no longer fully reserved, we will begin to provide for taxes at the full statutory rate. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
Recent Accounting Pronouncements
Recent Accounting Pronouncements are included in Note 1, “Description of Business and Summary of Significant Accounting Policies and Estimates”, of the Notes to Consolidated Financial Statements included in this Report.
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| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not Applicable
| Item 8. | Financial Statements AND SUPPLEMENTAry DATA |
The financial statements are included herewith commencing on page F-1.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None
| Item 9A. | Controls and Procedures |
Disclosure Controls and Procedures
Under the supervision of and with the participation of our management, including our Chief Executive Officer, who is our principal executive officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report, we concluded that, as of such date, our disclosure controls and procedures were not effective due to the existence of the material weaknesses in the Company’s internal control over financial reporting described below under “Material Weakness.”
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Notwithstanding the conclusion that our disclosure controls and procedures as of the end of the period covered by this Annual Report were not effective, and notwithstanding the material weakness in our internal control over financial reporting described below, management believes that the consolidated financial statements and related financial information included in this Annual Report fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with GAAP.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Our management conducted an assessment of our internal control over financial reporting as set forth in Item 308(a) of Regulation S-K promulgated under the Exchange Act and Section 404 of the Sarbanes-Oxley Act as of the end of the period covered by this Annual Report. Based on this assessment, our management concluded that our internal control over financial reporting was ineffective due to the material weakness in our internal control over financial reporting described below under “Material Weakness”.
Remediation Activities Related to Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As previously disclosed, during the audit of the financial statements for the year ended December 31, 2024, the independent auditors identified material weaknesses in internal control over financial reporting related to the accounting for share-based payments. The material weaknesses were attributed to deficiencies in certain components of the COSO Internal Control Integrated Framework, including the control environment, risk assessment, and monitoring activities, particularly as they related to technical expertise, evaluation of changes impacting equity compensation, and the performance of ongoing control evaluations. At that time, management outlined a remediation plan focused on enhancing technical expertise, strengthening management review controls, and improving monitoring activities within the equity compensation process.
During 2025, management implemented a remediation plan for the material weakness. Actions taken included engaging external accounting expertise to assist with the evaluation and redesign of equity compensation processes and related control activities, implementing a standardized stock compensation calculation and tracking framework with formal management review procedures, and providing targeted technical training to internal personnel. In addition, management strengthened the finance function through the appointment of a new Chief Financial Officer, added internal accounting resources, and implemented a more robust enterprise resource planning (ERP) system to support financial reporting processes and ongoing monitoring activities.
While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will continue to require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot assure you that the measures we have taken to date, or that we may take in the future, will be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses.
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Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 9B. | Other Information |
During the quarter ended December 31, 2025, none
of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not Applicable.
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PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
Current Directors and Executive Officers
The following table sets forth the names, ages and positions of our directors and executive officer as of December 31, 2025:
| Name | Age | Position Held with Koil Energy | ||
| Erik Wiik | 62 | President, Chief Executive Officer, and Director | ||
| Mark Carden | 67 | Chairman of the Board of Directors | ||
| David J. Douglas | 62 | Director | ||
| Neal I. Goldman | 81 | Director | ||
| Mads Andersen | 60 | Director |
Biographical information regarding each of these directors and executive officer is as follows. The following paragraphs also include specific information about each director’s experience, qualifications, attributes, or skills that led the Board of Directors to the conclusion that the individual should serve on the Board as of the time of this filing, in light of our business and structure:
Erik Wiik, President, Chief Executive Officer, and Director. Mr. Wiik has served as the Company’s Chief Executive Officer since April 2024 and Board Member since March 2024. Mr. Wiik, served as President of ReAdapt Inc., an engineering consultancy firm providing subject matter expertise within subsea technology, from July 2018 through March 2024. From March 2015 to June 2018, he was Group President of CIRCOR Energy, a manufacturer of products for the oil and gas industry. Prior to that, he served in various capacities over 24 years with Aker Solutions, a provider of integrated solutions, products and services to the global energy industry. His most recent position with Aker was as Regional President of North America, and he also served as president of business units within subsea controls and umbilicals, marine contracting, well services, engineering and floating production. Mr. Wiik also served on the Board of Directors of the United States National Ocean Industry Association, Spindletop Charities and the Norwegian American Chamber of Commerce. Mr. Wiik was commissioned as an officer in the Norwegian Navy and has an Engineering degree from Texas A&M University.
Mr. Wiik is qualified to serve as a director based on his in-depth knowledge of the Company’s operations and his international business experience.
Mark Carden, Chairman of the Board of Directors. Mr. Carden has served as Chairman of the Board since September 30, 2017. Mr. Carden joined the Board as an independent director effective May 1, 2014 and was appointed Chairman of the Audit Committee of the Board of Directors. Mr. Carden was a Partner at Coopers & Lybrand, LLP, now PricewaterhouseCoopers, LLP and held multiple senior-level financial positions specializing in electric and gas utilities from 1981 to 1999; he most recently served as Chief Operating Officer, Global Energy Assurance Practice. Additionally, Mr. Carden was one of three CPAs in the US selected to serve a two-year fellowship at the Financial Accounting Standards Board from 1991 to 1993. Mr. Carden holds a BBA from Texas A&M University. He is currently the Executive Pastor and Elder at Clear Creek Community Church, in League City, Texas. Mr. Carden is also a member of the Compensation Committee.
Mr. Carden is qualified for service on the Board based on his experience and expertise in management, notably his knowledge of the energy market and business strategy.
David J. Douglas, Director. Mr. Douglas joined the Board as an independent director effective April 16, 2019. Mr. Douglas is the Principal of Jamaka Capital Management, LLC, the Company’s largest institutional investor. Mr. Douglas has over 30 years of investment experience as a principal, including 25 years in the family office industry. Mr. Douglas is a graduate of the University of Pennsylvania’s Wharton School earning a BS in Economics, Magna Cum Laude. Mr. Douglas is a member of the Audit Committee and Chairman of the Compensation Committee.
Mr. Douglas is qualified to serve as a director based on his significant finance and investment experience.
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Neal I. Goldman, Director. Mr. Goldman joined the Board as an independent director effective April 16, 2019. Mr. Goldman is the President and Founder of Goldman Capital Management, Inc., a family office since 2018, which was previously an investment advisory firm founded in 1985. Mr. Goldman is a Chartered Financial Analyst (CFA). Mr. Goldman received his B.A. degree in Economics from The City University of New York (City College). Mr. Goldman is a member of the Audit and Compensation Committees.
Mr. Goldman is qualified to serve as a director based on his significant finance and investment background.
Mads Andersen, Director. Mr. Andersen joined the board as an independent director effective April 21, 2025. Mr. Andersen has served as the CEO of the Norway-based energy services company Aibel ASA, with 5,000 employees and annual revenues of $1.5 billion. He has more than three decades of experience in the international oil & gas and energy services industry. Mr. Andersen holds a master’s degree in mechanical engineering from the University of Glasgow, Scotland.
Mr. Andersen is qualified to serve as a director based on his significant oil & gas and energy services experience.
Corporate Governance
Code of Ethics
The Company has adopted Codes of Ethical Conduct that apply to all its directors, officers (including its chief executive officer, chief operating officer, controller and any person performing such functions) and employees. These Codes of Ethical Conduct are filed as Exhibits 14.1 and 14.2 to this Report. Copies of the Company’s Codes of Ethical Conduct may also be obtained at the Investors section of the Company’s website, www.koilenergy.com, or by written request addressed to the Corporate Secretary, Koil Energy Solutions, Inc., 1310 Rankin Rd., Houston, TX 77073. The Company intends to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its code of ethics that apply to the Chief Executive Officer, Vice President of Finance or Controller by posting such information on the Company’s website. Information contained on the website is not part of this Report.
Accounting and Audit Matters
The Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results, and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices, and policies. Our Board of Directors has determined that Mr. Carden qualifies as an independent audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
Insider Trading Policy
We are committed to promoting high standards of
ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent shareholders also are required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of the copies of such forms received by it, the Company believes that all Section 16(a) filing requirements applicable to its officers and directors and greater-than ten percent beneficial owners during the year ended December 31, 2025, were satisfied.
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| Item 11. | Executive Compensation |
The following table sets forth information concerning total compensation earned in the years ended December 31, 2025, and 2024 by each person serving as our Principal Executive Officer (our “Named Officers”).
Summary Compensation Table for the years ended December 31, 2025, and 2024
| Name and Principal Position | Year | Salary | Stock Awards | Incentive Compensation Plan |
All Other Compensation (1) (2) |
Total | ||||||||||||
| Erik Wiik, | 2025 | $ | 334,200 | $ | 56,102 | $ | – | $ | 51,971 | $ | 442,273 | |||||||
| President and Chief Executive Officer | 2024 | $ | 231,250 | $ | 46,112 | $ | 243,750 | $ | 26,727 | $ | 547,839 | |||||||
| Kurt Keller, Chief Financial Officer | 2025 | $ | 162,500 | $ | 35,130 | $ | – | $ | 33,225 | $ | 230,855 | |||||||
| (1) | Amounts in 2025 represent: |
| · | Automobile allowances of $12,000 to Mr. Wiik; | |
| · | Reimbursement of $27,968 to Mr. Wiik for healthcare premiums; | |
| · | 401K match of $12,003 to Mr. Wiik; | |
| · | Automobile allowances of $7,846 to Mr. Keller; | |
| · | Reimbursement of $18,817 to Mr. Keller for healthcare premiums; and | |
| · | 401K match to Mr. Keller for $6,508. |
| (2) | Amounts in 2024 represent: |
| · | Automobile allowances of $8,769 to Mr. Wiik; and | |
| · | Reimbursement of $17,958 to Mr. Wiik for healthcare premiums. |
Narrative Disclosure to Summary Compensation Table
On April 1, 2024, the Company entered into an employment agreement with Mr. Wiik (the “CEO Employment Agreement”). Under the terms of the Employment Agreement, Mr. Wiik is entitled to receive an annual base salary (the amount of which is $325,000), subject to annual adjustment by the Company’s Board. Mr. Wiik is also entitled to receive an annual bonus based upon the achievement of financial objectives by the Company, which objectives shall be set by the Board annually. In connection with entering into the CEO Employment Agreement, the Company granted 300,000 shares of restricted stock, and options for 300,000 shares, to Mr. Wiik. Each of the foregoing will vest in three equal installments on the anniversaries of the grant date.
On April 21, 2025, the Company entered into an employment agreement with Mr. Keller (the “CFO Employment Agreement”). Under the terms of the Employment Agreement, Kurt Keller is entitled to receive an annual base salary (the amount of which is $250,000), subject to annual adjustment by the Company’s Board. Mr. Keller is also entitled to receive an annual bonus based upon the achievement of financial objectives by the Company, which objectives shall be set by the Board annually. In connection with entering into the CFO Employment Agreement, the Company granted 80,000 shares of restricted stock, and options for 160,000 shares, to Mr. Keller. Each of the foregoing will vest in three equal installments on the anniversaries of the grant date.
The Company was party to an employment agreement with Mr. Njuguna, pursuant to which Mr. Njuguna received annual cash compensation of $325,000 and certain other compensation. Due to his resignation, the employment agreement with Mr. Njuguna was terminated effective as of March 31, 2024.
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Outstanding Equity Awards
The following table summarizes information with respect to unexercised options and unearned stock awards for our Named Officers as of December 31, 2025.
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||
| Number of securities underlying unexercised options | ||||||||||||||||||||||||||
| Name | (#) exercisable | (#) unexercisable | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |||||||||||||||||||
| Erik Wiik | 100,000 | 200,000 | $ | 0.65 | 3/6/2029 | 200,000 | $ | 462,000 | $ | 462,000 | ||||||||||||||||
| Kurt Keller | – | 160,000 | $ | 1.88 | 4/19/2030 | 80,000 | 184,800 | 184,800 | ||||||||||||||||||
Benefits payable upon change in control
Mr. Wiik’s and Mr. Keller’s Employment Agreements contain provisions related to a change in control.
In the event of a Change in Control (as defined in the Employment Agreement), the awards and grants to Mr. Wiik and Mr. Keller hence forth noted as (“the officer ”) that are comprised of or based upon equity securities under the Company’s plans, practices, policies and programs will immediately vest.
The Employment Agreement provides that if any payment or distribution to the officers would be subject to any additional tax or excise tax, or any interest or penalties are incurred by the officers with respect to such excise tax, then the officers will be entitled to receive from the Company an additional payment ("Gross-Up Payment”) in an amount such that after payment of all taxes, the officers will retain an amount of the Gross-Up Payment equal to the additional or excise tax imposed upon such payment or distribution.
In the event of termination of Mr. Wiik’s or Mr. Keller’s employment for any reason, they will be entitled to receive all accrued, unpaid salary and vacation time through the date of termination and all benefits to which the officer is entitled or vested under the terms of all employee benefit and compensation plans, agreements and arrangements in which Mr. Wiik or Mr. Keller is a participant as of the date of termination. In addition, subject to executing a general release in favor of the Company, the officers 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 officer with “good reason.” These severance payments include the following:
| i. | a lump sum in cash equal to one time the officer’s annual base salary (at the rate in effect on the date of termination); | |
| 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; provided, however, that such pro rata portion shall be calculated based on the officer’s annual bonus for the previous fiscal year; provided further that if no previous annual bonus has been paid to the officer, then the lump sum cash payment shall be no less than fifty percent of the officer’s annual base salary; and | |
| iii. | if the officer’s termination occurs prior to the date that is twelve months following a Change in Control, then each and every share option, restricted share award and other equity-based award that is outstanding and held by the officer shall immediately vest and become exercisable. | |
| iv. | The officers have agreed, during the term of their employment and for a one-year period after termination, not to engage in Competition (as defined in the Employment Agreement) with the Company, solicit business from any customer or potential customer of the Company, solicit the employment or services of any person employed by or a consultant to the Company on the date of termination or with six months prior thereto, or otherwise knowingly interfere with the business or accounts of the Company or any of its subsidiaries. |
The Employment Agreement also provides that the Company, to the extent permitted by applicable law and the by-laws of the Company, will defend, indemnify and hold harmless the officer from any and all claims, demands or causes of action, including reasonable attorneys’ fees and expenses, suffered or incurred by the officer as a result of the assertion or filing of any claim, demand, litigation or other proceedings based upon statements, acts or omissions made by or on behalf of the officer pursuant to the Employment Agreement or in the course and scope of the officer’s employment with the Company. The Company will also maintain and pay all applicable premiums for directors’ and officers’ liability insurance which shall provide full coverage for the defense and indemnification of the officer, to the fullest extent permitted by applicable law.
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In connection with entering into the Employment Agreement, the Company granted 300,000 shares of restricted stock, and options for 300,000 shares, to Mr. Wiik. Each of the foregoing will vest in three equal installments on the anniversaries of the grant date.
In connection with entering into the Employment Agreement, the Company granted 80,000 shares of restricted stock, and options for 160,000 shares, to Mr. Keller. Each of the foregoing will vest in three equal installments on the anniversaries of the grant date.
The above description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Annual Report on Form 10-K.
No family relationship exists between Mr. Wiik nor Mr. Mr. Keller and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Wiik nor Mr. Keller and any other person pursuant to which Mr. Wiik or Mr. Keller was selected as an officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Wiik or Mr. Keller had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Compensation of Directors
The Compensation Committee of the Board of Directors makes all decisions regarding director compensation. Only directors who are not employees, independent contractors, or consultants of the Company or any of its subsidiaries or affiliates (“Independent Directors”), are entitled to receive a fee, plus reimbursement of reasonable out-of-pocket expenses incurred to attend Board meetings.
The Company uses a combination of cash and equity-based compensation, in the form of restricted stock or stock options, to attract and retain qualified candidates to serve on the Board. We believe our compensation arrangement for Independent Directors is comparable to the standards of peer companies within our industry and geographical location.
The following table provides certain information with respect to the 2025 compensation awarded or earned by our Independent Directors who served in such a capacity during the year:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | Option Awards ($) (1) (2) | Total ($) | ||||||||||||
| Mark Carden | 10,000 | 11,671 | $ | 28,268 | $ | 49,939 | ||||||||||
| David J. Douglas | 10,000 | 11,671 | $ | 28,268 | $ | 49,939 | ||||||||||
| Neal I. Goldman | 10,000 | 11,671 | $ | 28,268 | $ | 49,939 | ||||||||||
| Mads Andersen | 10,000 | 11,671 | $ | 19,628 | $ | 41,299 | ||||||||||
| (1) | On August 26, 2024, the Company’s independent directors each received stock options to purchase 50,000 shares of our common stock with an exercise price of $1.28 per share. Fair value of these stock options was $0.99 per share at the date of grant. Twenty-five percent of the shares vested on each of August 31, 2024, November 30, 2024, February 28, 2025, and May 31, 2025. | |
| (2) | On August 11, 2025, the Company’s independent directors each received stock options to purchase 50,000 shares of our common stock with an exercise price of $1.26 per share. Fair value of these stock options was $0.81 per share at the date of grant. Twenty-five percent of the shares vested on each of August 31, 2025, November 30, 2025, February 28, 2026, and May 31, 2026. | |
| (3) | On August 11, 2025, the directors received restricted stock awards in the amount of 23,810 shares. These shares vest one year from the grant date. |
The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and does not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Set forth below is certain information with respect to beneficial ownership of Common Stock as of March 27, 2026, except as otherwise noted below, by (i) each person known by us to beneficially own more than 5 percent of the outstanding shares of our common stock; (ii) each Director as of such date; (iii) our “Named Officers” (as determined under Item 402(m) of Regulation S-K); and (iv) all directors and executive officers of Koil Energy as a group. To our knowledge, all persons listed in the table have sole voting and investment power with respect to their shares, except to the extent that authority is shared with their respective spouse under applicable law.
| Name | Number of Shares of Common Stock Beneficially Owned |
Number of Shares That May Be Acquired By Options Exercisable Within 60 Days |
Total | Percent of Outstanding Common Stock (1) |
||||||||||||
| Intelligent Fanatics Capital Management LLC | 1,548,970 | (5) | – | 1,548,970 | 12.5% | |||||||||||
| Ronald E. Smith | 1,407,033 | (2) | – | 1,407,033 | 11.4% | |||||||||||
| Galloway Capital Partners, LLC | 985,651 | (3) | – | 985,651 | 8.0% | |||||||||||
| Aegis Financial Corporation | 813,000 | (4) | – | 813,000 | 6.6% | |||||||||||
| Directors and Executive Officers: | ||||||||||||||||
| David J. Douglas | 1,534,091 | (6) | 237,500 | 1,771,591 | 14.0% | |||||||||||
| Neal I. Goldman | 700,000 | (7) | 87,500 | 787,500 | 6.3% | |||||||||||
| Erik Wiik | – | 200,000 | 200,000 | 1.6% | ||||||||||||
| Kurt Keller | – | 53,334 | 53,334 | 0.4% | ||||||||||||
| Mark Carden | 60,980 | (8) | 237,500 | 298,480 | 2.4% | |||||||||||
| Mads Andersen | – | 37,500 | 37,500 | 0.3% | ||||||||||||
| All directors and executive officers as a group (6 persons) | 2,295,071 | 853,334 | 3,160,904 | 23.8% | ||||||||||||
__________________
| (1) | The percentages in the table are calculated using the total shares outstanding as of March 27, 2026 or a total of 12,388,202 shares, plus the number of shares that may be acquired by such person or group upon the exercise of options that are exercisable within 60 days of such date. |
| (2) | Based on a Schedule 13D/A filed with the SEC dated December 3, 2025, by Ronald E. Smith, 1447 FM 1010 Rd., Cleveland, TX 77327. This amount includes 710,562 shares held indirectly through an IRA, 330,651 shares held directly by Mr. Smith’s spouse, and 23,071 shares held indirectly by Mr. Smith’s spouse through an IRA. |
| (3) | Based on a Schedule 13D filed with the SEC dated March 6, 2024, by Galloway Capital Partners, LLC, 323 Sunny Isles Blvd, 7th Floor, Sunny Isles Beach, FL 33160. |
| (4) | Based on a Schedule 13G/A filed with the SEC dated February 8, 2024, by Aegis Financial Corporation, 6862 Elm Street, Suite 830, McLean, VA 22101. |
| (5) | Based on a Schedule 13G filed with the SEC dated January 1, 2026, by Intelligent Fanatics Capital Management LLC, 350 Rumford Road, Lititz, PA 17543. |
| (6) | Based on a Form 4 filed with the SEC dated August 4, 2025, by Jamaka Capital Management LLC, 3889 Maple Avenue, Dallas, TX 75219. |
| (7) | Based on a Form 3 filed with the SEC dated September 27, 2024, by Neal I. Goldman, Goldman Capital Management Inc., 767 Third Ave, New York, NY 10017. |
| (8) | Based on Form 4 and form 144 filed with the SEC dated June 24, 2025 and September 12, 2025 respectively, by Mark Carden. Includes 980 shares held indirectly in retirement and trading accounts owned by Mr. Carden and his wife. |
| 26 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence |
Certain Relationships and Related Transactions
Our Board of Directors and management recognize that related person transactions present a heightened risk of conflicts of interest, and therefore we review all relationships and transactions in which we and our directors, director nominees and executive officers or their immediate family members, as well as holders of more than 5 percent of any class of our voting securities and their family members, have a direct or indirect material interest. As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related person are disclosed in the appropriate annual and/or quarterly statements filed with the SEC.
Director Independence
We believe that Messrs. Andersen, Carden, Douglas, and Goldman are “independent” under the requirements of Rule 303A.02 of the NYSE Listed Company Manual.
| ITEM 14. | Principal Accountant Fees and Services |
The Company’s independent registered public accounting firm is Baker Tilly US, LLP (“Baker Tilly”); issuing office is Houston, TX; PCAOB ID: 23. The following table sets forth the aggregate fees billed by Baker Tilly for audit services rendered in connection with the Company’s consolidated financial statements and reports for the years ended December 31, 2025, and 2024 and for other services rendered during those years on behalf of Koil Energy and its subsidiaries:
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit Fees | $ | 307,600 | $ | 225,000 | ||||
| Audit Related Fees | – | – | ||||||
| Tax Fees | 37,450 | 50,000 | ||||||
| All Other Fees | – | – | ||||||
Audit Fees: Consists of fees and expenses billed for professional services rendered for the audit of Koil Energy’s consolidated financial statements, the review of interim condensed consolidated financial statements included in quarterly reports, services that are normally provided in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.
Audit-Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit and review of Koil Energy’s consolidated financial statements and are not reported under “Audit Fees.”
Tax Fees: Consists of tax compliance, tax preparation and other tax services. Tax compliance and tax preparation consists of fees and expenses billed for professional services related to assistance with tax returns. Other tax services consist of fees billed for other miscellaneous tax consulting.
All Other Fees: None.
Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Board of Directors pre-approves all audit and permissible non-audit services provided by Baker Tilly. These services may include audit services, audit-related services, tax services and other services. The Board of Directors may also pre-approve particular services on a case-by-case basis and may delegate pre-approval authority to one or more directors. If delegated, the director must report any pre-approval decision to the Board of Directors at its first meeting after the pre-approval was obtained.
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PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Information required by this item is incorporated herein by reference from the section entitled “Exhibit Index” of this Report.
| ITEM 16. | FORM 10-K SUMMARY |
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | |
| By: /s/ Erik Wiik | |
| Erik Wiik | |
| President, Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: March 31, 2026 | |
| By: /s/ Kurt Keller | |
| Kurt Keller | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
| Date: March 31, 2026 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Erik Wiik and Mark Carden and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated:
| Signature | Title | Date | |
| /s/ Erik Wiik | President, Chief Executive Officer, and Director | March 31, 2026 | |
| Erik Wiik | (Principal Executive Officer) | ||
| /s/ Mark Carden | Chairman of the Board of Directors | March 31, 2026 | |
| Mark Carden | |||
| /s/ David J. Douglas | Director | March 31, 2026 | |
| David J. Douglas | |||
| /s/ Neal I. Goldman | Director | March 31, 2026 | |
| Neal I. Goldman | |||
| /s/ Mads Andersen | Director | March 31, 2026 | |
| Mads Andersen | |||
| 29 |
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 2.1 | Agreement and Plan of Reorganization among MediQuip Holdings, Inc., Deep Down, Inc., and the majority shareholders of Deep Down, Inc. (incorporated by reference from Exhibit 2.1 to our Form 10-KSB/A filed on May 1, 2008) | |
| 3.1 | Articles of Incorporation of Deep Down, Inc., conformed to include the amendment of the Articles of Incorporation filed with the Secretary of State of the State of Nevada on September 29, 2008 (incorporated by reference from Exhibit A to our Schedule 14C filed on August 15, 2008). | |
| 3.2 | Articles of Merger of Deep Down, Inc. and Koil Energy Solutions, Inc. and Agreement and Plan of Merger between Deep Down, Inc. and Koil Energy Solutions, Inc. filed with the Secretary of State of the State of Nevada on February 22, 2022 (incorporated by reference from Exhibit 3.2 to our Form 10-K filed on March 30, 2023) | |
| 3.3 | Certificate of Change of Deep Down, Inc. (incorporated by reference from Exhibit 3.1 to our Form 8-K filed on July 19, 2012) | |
| 4.1 | Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.3 to our Form 10-K filed on March 30, 2020) | |
| 10.1† | Employment Agreement, effective as of April 1, 2024 between Koil Energy Solutions, Inc. and Erik Wiik (incorporated by reference from Exhibit 10.1 to our Form 8-K filed on March 11, 2024) | |
| 10.2 | Commercial Lease Agreement between Wellbore Integrity Solutions, LLC, as Landlord, and Deep Down, Inc., as Tenant, dated effective May 5, 2022, and amended August 31,2022 (incorporated by reference from Exhibit 10.4 to our Form 10-K filed on March 29, 2022) | |
| 10.3 | Purchase and Sale Agreement/Security Agreement between Zions Bancorporation, N.A., d/b/a Amergy Bank Business Credit, and Koil Energy Solutions, Inc., dated May 24, 2023 (incorporated by reference from Exhibit 10.1 to our Form 8-K filed on May 26, 2023) | |
| 10.5† | Employment Agreement, effective as of 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) | |
| 14.1 | Directors Code of Business Conduct (incorporated by reference from Exhibit 14.1 to our Form 10-K filed on April 15, 2010) | |
| 14.2 | Financial Officer’s Code of Business Conduct (incorporated by reference from Exhibit 14.2 to our Form 10-K filed on April 15, 2010) | |
| 19.1 | Insider Trading Policy (incorporated by reference from Exhibit 19.1 to our Form 10-K filed on April 15, 2025) | |
| 24.1* | Power of Attorney (included on signature page) | |
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer | |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of the Corporate Controller | |
| 32.1# | Section 1350 Certification of the President and Chief Executive Officer | |
| 32.2# | Section 1350 Certification of the Corporate Controller | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Schema Document | |
| 101.CAL* | Inline XBRL Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Label Linkbase Document | |
| 101.PRE* | Inline XBRL Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) |
* Filed herewith.
# Furnished herewith.
† Exhibit constitutes a management contract or compensatory plan or arrangement.
| 30 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Koil Energy Solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Koil Energy Solutions, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Determination of Estimated Costs to Complete for Uncompleted Fixed Price Contracts
Critical Audit Matter Description
As described in Note 3 to the consolidated financial statements, total revenue of approximately $14,047,000 for the year ended December 31, 2025 is generated from fixed price contracts. For the Company’s fixed price contracts, 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. The Company uses the cost-to-cost measure of progress for its contracts, because it best depicts the transfer of control to the customer which occurs as the Company incurs costs on the 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. Management’s estimation of total cost at completion is subject to many variables and requires significant judgment. There are many factors which impact management’s estimate, including, but not limited to, the ability to properly execute the engineering, design and fabrication phases consistent with customers’ expectations, the availability and costs of labor and materials resources, productivity, weather, and level of success in the installation phase.
Each of these factors can affect the accuracy of cost estimates, and
ultimately, future profitability.
The principal considerations in our determination that revenue recognition, specifically determination of estimated costs to complete for uncompleted fixed price contracts, is a critical audit matter are the complexity of these estimates and exercise of significant judgment by management when developing these estimates for fixed price contracts. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the estimates of costs to complete.
| F-1 |
How We Addressed the Matter in Our Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to this critical audit matter included the following, among others:
| · | Evaluating management’s process and methodology for developing estimated costs to complete. | |
| · | Identifying, evaluating, and testing significant assumptions utilized by management, including: |
| o | Obtaining executed purchase orders, agreements, and support for selected projects. | |
| o | Discussing progress of contracts’ completion with management. | |
| o | Performing corroborative inquiries of appropriate project managers. | |
| o | Confirming contract terms, billings, and estimated completion dates with customers. | |
| o | Performing a look-back analysis on completed contracts during the year to assess variances between actual and prior year estimated costs to complete. |
| · | Testing the completeness, accuracy and relevance of the underlying data used in developing estimated costs to complete, including: |
| o | Testing the accuracy and occurrence of the actual costs incurred to date. |
/s/
March 31, 2026
We have served as the Company’s auditor since 2017.
| F-2 |
KOIL ENERGY SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| (In thousands, except share and per share amounts) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Employee retention tax credit receivable | ||||||||
| Inventory | ||||||||
| Contract assets | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangibles, net | ||||||||
| Right-of-use operating lease assets | ||||||||
| Right-of-use finance lease assets | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Contract liabilities | ||||||||
| Deferred revenue | ||||||||
| Borrowings under factoring arrangement | ||||||||
| Other liabilities | ||||||||
| Current operating lease liabilities | ||||||||
| Current finance lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Other liabilities, long-term | ||||||||
| Operating lease liability, long-term | ||||||||
| Finance lease liability, long-term | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, shares authorized at $ par value, and shares issued at December 31, 2025, and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, shares at December 31, 2025, and December 31, 2024, at cost | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-3 |
KOIL ENERGY SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Years Ended December 31, | ||||||||
| (In thousands, except per share amounts) | 2025 | 2024 | ||||||
| Revenues | $ | $ | ||||||
| Costs and expenses | ||||||||
| Cost of sales | ||||||||
| Selling, general and administrative | ||||||||
| Total costs and expenses | ||||||||
| Operating (loss) income | ( | ) | ||||||
| Other income (expense) | ||||||||
| Interest income, net | ||||||||
| Other income, net | ||||||||
| Gain (loss) on sale of property, plant and equipment | ( | ) | ||||||
| Total other income (expense) | ||||||||
| Income before income tax expense | ||||||||
| Provision for income tax | ( | ) | ( | ) | ||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Net (loss) income per share: | ||||||||
| Basic | $ | ( | ) | $ | ||||
| Fully diluted | $ | ( | ) | $ | ||||
| Weighted-average shares outstanding: | ||||||||
| Basic | ||||||||
| Fully diluted | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-4 |
KOIL ENERGY SOLUTIONS, INC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net (loss) gain | $ | ( | ) | $ | ||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Comprehensive (loss) income | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-5 |
KOIL ENERGY SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2025, AND 2024
| Common Stock | Additional Paid-in | Treasury | Accumulated Other Comprehensive | Accumulated | ||||||||||||||||||||||||
| (In thousands) | Shares (#) | Amount ($) |
Capital | Stock | Loss | Deficit | Total | |||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net income | – | |||||||||||||||||||||||||||
| Restricted Stock Comp Earned | – | |||||||||||||||||||||||||||
| Stock option exercise | ||||||||||||||||||||||||||||
| Share-based compensation | – | |||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Restricted Stock Comp Earned | – | |||||||||||||||||||||||||||
| Stock option exercise | ||||||||||||||||||||||||||||
| Share-based compensation | – | |||||||||||||||||||||||||||
| Foreign Currency Translation | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-6 |
KOIL ENERGY SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (In thousands) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Share-based compensation | ||||||||
| Depreciation and amortization | ||||||||
| (Gain) loss on sale of property, plant and equipment | ( | ) | ||||||
| Credit loss expense | ||||||||
| Non-cash lease expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Contract assets | ( | ) | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Other liabilities | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sale of property, plant and equipment | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Capitalized software development costs | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from factoring arrangement | ||||||||
| Principal payments on factoring arrangement | ( | ) | ( | ) | ||||
| Proceeds from stock options exercised | ||||||||
| Principal payments under finance lease obligations | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Change in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Property, plant and equipment acquired via debt | $ | $ | ||||||
| Operating lease – right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||
| Finance lease – right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | 33 | $ | 31 | ||||
| Taxes | $ | 39 | $ | 11 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-7 |
KOIL ENERGY SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All dollar and share amounts in the Notes to Consolidated Financial Statements are in thousands of US dollars, Brazilian reais, and shares, unless otherwise indicated, except per share amounts.
NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Description of Business
Koil Energy Solutions, Inc., a Nevada corporation (“Koil Energy Nevada”), and its direct wholly owned subsidiary, Koil Energy Solutions, Inc., a Delaware corporation (“Koil Energy Delaware”), and its direct wholly owned subsidiary Koil Energy Solutions Brazil Ltda., a Brazilian limited liability company (“Koil Energy Brazil”) and together with Koil Energy Nevada, (“Koil Energy”, “we”, “us” or the “Company”), 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 broad line of 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 energy source agnostic and can be applied to additional markets, including offshore wind, offshore wave energy, hydrogen, and liquefied natural gas.
Liquidity
Koil Energy’s cash on hand was $
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. 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 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 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. On December 31, 2025, the Company had $
| F-8 |
Summary of Significant Accounting Policies and Estimates
Principles of Consolidation
The consolidated financial statements include the accounts of Koil Energy for the years ended December 31, 2025 and 2024. All intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) requires us to make estimates and judgments that may affect assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition and related allowances, contract assets and liabilities, impairments of long-lived assets, income taxes including the valuation allowance for deferred tax assets, contingencies and litigation, and share-based payments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
Foreign Currencies
Assets and liabilities in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to other comprehensive loss.
Segments
For the years ended December 31, 2025 and 2024, the Company’s operations were organized as one reportable segment and one operating segment.
Cash
Cash consists of cash on deposit with domestic banks which, at times, may exceed federally insured limits.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We utilize a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.
Our financial instruments consist primarily of cash, accounts receivable, and accounts payable. The carrying values of cash, accounts receivables, and payables approximated their fair values at December 31, 2025 and 2024 due to their short-term maturities.
| F-9 |
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are uncollateralized
customer obligations due under normal trade terms. 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 upon a review of each accounts receivable
balance with respect to a customer’s ability to make payments. We also evaluate historical loss rates as well as consider
forward-looking factors specific to the customers, the overall economic environment, and management expectations to determine
expected losses. Generally, we do not charge interest on past due accounts. When certain accounts are determined to require an
allowance, they are expensed by a provision for credit losses in that period. At December 31, 2025, and 2024, we estimated the
allowance for credit losses requirement to be $
Concentration of Revenues and Credit Risk
Koil Energy’s revenues are derived from
the sale of products and services to customers who participate in the offshore sector of the energy industry. Customers may be similarly
affected by economic and other changes in the energy industry. For the year ended December 31, 2025, our two largest customers accounted
for
As of December 31, 2025, five of our
customers accounted for
Inventory
Koil Energy maintains an inventory of components that would otherwise have long lead times to purchase as needed. Inventory costs are determined principally by the use of the specific identification method. Company manufactured inventory is valued using direct costs incurred. We periodically review the value of items in inventory and record write-downs or write-offs of inventory based on our assessment of obsolescence or marketability. We did not record any write-downs or write-offs of inventory in recent years; therefore, we do not consider a reserve against inventory to be necessary.
Property, Plant and Equipment
PP&E is stated at cost, net of accumulated depreciation, amortization, and related impairments. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets. Replacements and betterments are capitalized, while maintenance and repairs are expensed as incurred. It is our policy to include amortization expense on assets acquired under finance leases with depreciation expense on owned assets. Additionally, we record depreciation and amortization expense related to revenue-generating assets as a component of cost of sales in the accompanying consolidated statements of operations.
| F-10 |
If circumstances associated with our PP&E have changed or a significant event has occurred that may affect the recoverability of the carrying amount of our PP&E, an impairment indicator exists, and we test the PP&E for impairment. Before testing for impairment, we group PP&E with other finite-lived long-lived assets (“long-lived assets”) at the lowest level of identifiable cash flows that are largely independent of cash flows from other assets or groups of assets. Testing long-lived assets for impairment is a two-step process:
Step 1 – We test the long-lived asset group for recoverability by comparing the carrying amount of the asset group with the sum of the undiscounted future cash flows from use and the eventual disposal of the asset group. If the carrying amount of the long-lived asset group is determined to be greater than the sum of the undiscounted future cash flows from use and disposal, we would need to perform step 2.
Step 2 – If the long-lived group of assets fails the recoverability test in step 1, we would record an impairment expense for the difference between the carrying amount and the fair value of the long-lived asset group.
During the years ended December 31, 2025, and December 31, 2024, the Company conducted assessments of whether impairment indicators were present that indicate the carrying amount of its long-lived asset (group) might not be recoverable and determined that no such events or changes in circumstances were present.
Intangible Capitalized Software Development Costs
The Company capitalizes certain costs related to the implementation of software systems during the application development stage. Capitalized software development costs are capitalized when application development begins and it is probable that the project will be completed and used as intended by the Company.
The capitalization policy provides for capitalizing certain payroll and payroll-related costs for employees who spend time directly associated with the configuration, development, and enhancement of software systems. Costs associated with preliminary project activities, data migration, training, maintenance, and all other post-implementation stage activities are expensed as incurred.
Lease Obligations
Lessees are required to recognize on the balance sheet a lease liability and 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.
| F-11 |
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.
Income Taxes
We follow the asset and liability method of accounting for income taxes. This method considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date.
We record a valuation allowance to reduce the carrying value of our deferred tax assets when it is more likely than not that some or all of the deferred tax assets will expire before realization of the benefit or that future deductibility is not probable. The ultimate realization of the deferred tax assets depends upon our ability to generate sufficient taxable income of the appropriate character in the future. This requires management to use estimates and make assumptions regarding significant future events such as the taxability of entities operating in the various taxing jurisdictions. In evaluating our ability to recover our deferred tax assets, we consider all reasonably available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future state and federal pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment. When the likelihood of the realization of existing deferred tax assets changes, adjustments to the valuation allowance are charged in the period in which the determination is made, either to income or goodwill, depending upon when that portion of the valuation allowance was originally created.
We record an estimated tax liability or tax benefit for income and other taxes based on what we determine will likely be paid in the various tax jurisdictions in which we operate. We use our best judgment in the determination of these amounts. However, the liabilities ultimately realized and paid are dependent upon various matters, including resolution of tax audits, and may differ from amounts recorded. An adjustment to the estimated liability would be recorded as a provision or benefit to income tax expense in the period in which it becomes probable that the amount of the actual liability or benefit differs from the recorded amount.
Our future effective tax rates could be adversely affected by changes in the valuation of our deferred tax assets or liabilities or changes in tax laws or interpretations thereof. If and when our deferred tax assets are no longer fully reserved, we will begin to provide for taxes at the full statutory rate. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
We record share-based awards exchanged for employee service at fair value on the date of grant and expense the awards in the consolidated statements of operations over the requisite employee service period. Restricted stock awards are valued at the closing price on the date of grant. Determining the grant date fair value for options requires management to make estimates regarding the variables used in the calculation of the grant date fair value. Those variables are the future volatility of our Common Stock price and the length of time an optionee will hold their options until exercising them (the “expected term”). Share-based compensation expense is generally recognized over the expected term of the award on a straight-line basis, and forfeitures are recorded as they occur.
| F-12 |
Basic earnings or loss per common share (“EPS”) is calculated by dividing net income or loss by the weighted-average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income or loss by the weighted-average number of common shares and dilutive common stock equivalents (stock options) outstanding during the period. Diluted EPS reflects the potential dilution that could occur if stock options and warrants to purchase common stock were exercised for shares of common stock. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Recently Issued Accounting Standards
New Accounting Standards Adopted
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which requires enhanced income tax disclosures, including additional disaggregated information related to the effective tax rate reconciliation, the underlying nature and category of individual reconciling items, and income taxes paid by jurisdictions. We adopted ASU 2023-09 in the fourth quarter of 2025 for the disclosure in Note 8.
New Accounting Standards Not Yet Adopted
In September 2025, the FASB issued ASU 2025-06 - “Targeted Improvements to the Accounting for Internal-Use Software” (Topic 350). ASU 2025-06 eliminates references to software development project stages and revises the criteria that must be met to begin capitalizing internal-use software costs. The standard permits entities to adopt the guidance using a prospective, retrospective, or modified transition approach and becomes effective for us beginning January 1, 2028, with early adoption permitted. We are currently assessing the potential impact that ASU 2025-06 will have on our financial statements and disclosures.
NOTE 2: LEASES
We lease land, buildings, and certain equipment under non-cancellable operating leases. The Company leases office, indoor manufacturing, warehouse, and operating space in Houston, Texas and Macaé Brazil. Additionally, the company leases storage space in Mobile, Alabama to house its 3,400 metric ton and 3,500 metric ton carousel systems. We classify our leases related to certain office furniture and computer equipment as financing 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 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.
On November 19, 2025, Koil Energy Solutions do Brazil Ltda, began subleasing a portion of its administrative offices for $R30 per month (or approximately $5 at current exchange rates). This sub-lease is for 3 months and renewable.
| F-13 |
The following tables present information about our operating and finance leases:
| Classification | December 31, 2025 | December 31, 2024 | ||||||||
| Assets | ||||||||||
| Operating | Right-of-use operating lease assets | $ | $ | |||||||
| Finance | Right-of-use finance lease assets | |||||||||
| Total lease assets | $ | $ | ||||||||
| Liabilities | ||||||||||
| Current | ||||||||||
| Operating | Current operating lease liabilities | $ | $ | |||||||
| Finance | Current finance lease liabilities | |||||||||
| Non-current | ||||||||||
| Operating | Operating lease liability, long-term | |||||||||
| Finance | Finance lease liability, long-term | |||||||||
| Total lease liabilities | $ | $ | ||||||||
The components of our lease expense were as follows:
| Years Ended December 31, | ||||||||||
| Classification | 2025 | 2024 | ||||||||
| Finance lease costs | ||||||||||
| Amortization of ROU assets | Selling, general and administrative | $ | $ | |||||||
| Interest on lease liabilities | Interest (income) expense, net | |||||||||
| Operating lease expense | Cost of sales | |||||||||
| Operating lease expense | Selling, general and administrative | |||||||||
| Short term lease expense | Cost of sales | |||||||||
| Total lease expense | $ | $ | ||||||||
The lease term and discount rate for our operating and financing leases were as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Weighted-average remaining lease terms (years) | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Weighted-average discount rates | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| F-14 |
Present value of lease liabilities:
| Years ending December 31, | Operating Leases | Finance Leases | ||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less: Interest | ( | ) | ( | ) | ||||
| Present value of lease liabilities | $ | $ | ||||||
The Company had no material non-cash financing or operating leases entered into during the years ended December 31, 2025, and 2024.
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.
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Fixed price contracts | $ | $ | ||||||
| Service contracts | ||||||||
| Total | $ | $ | ||||||
| F-15 |
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 have increased to 45, 60, or 90 days, depending 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.
| F-16 |
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. For the years ending 2025 and 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”.
| December 31, 2025 | December 31, 2024 | |||||||
| Costs incurred on uncompleted contracts | $ | $ | ||||||
| Estimated earnings on uncompleted contracts | ||||||||
| Estimated loss on uncompleted contracts | ( | ) | ||||||
| Gross costs and estimated earnings | ||||||||
| Less: Billings to date on uncompleted contracts | ( | ) | ( | ) | ||||
| Costs incurred plus estimated earning less billings on uncompleted contracts, net | $ | $ | ||||||
Contract assets, and contract liabilities consisted of the following:
Schedule of contract assets and contract liabilities
| December 31, 2025 | December 31, 2024 | |||||||
| Contract assets | $ | $ | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Total contract assets and contract liabilities | $ | $ | ||||||
Contract assets and liabilities fluctuate period to period based on various factors, including, among others, changes in the number and size of projects in progress at period end; variability in billing and payment terms, such as up-front or advance billings, interim or milestone billings, or deferred billings; and recognized unapproved change orders and contract claims. The contract asset and liability balances at December 31, 2025, and 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 ASC 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.
| F-17 |
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
Net property, plant and equipment consisted of the following:
December 31, 2025 | December 31, 2024 | Range of Asset Lives | ||||||||
| Leasehold improvements | $ | $ | ||||||||
| Equipment | ||||||||||
| Furniture, computers and office equipment | ||||||||||
| Construction in progress | – | |||||||||
| Total property, plant and equipment | ||||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||||
| Property, plant and equipment, net | $ | $ | ||||||||
Depreciation and amortization expense included
in cost of sales in the accompanying consolidated statements of operations was $
Construction in progress represents assets that are not ready for service or are in the construction stage. Assets are depreciated once they are placed into service.
Basic 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 the dilutive effect of common stock equivalents (warrants, nonvested stock awards and stock options) using the treasury method.
| F-18 |
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 deemed outstanding for the purpose of calculating basic and diluted EPS.
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net (Loss) Income | $ | ( | ) | $ | ||||
| Denominator: | ||||||||
| Weighted average number of common shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Income (Loss) per common share outstanding: | ||||||||
| Basic | $ | ( | ) | $ | ||||
| Diluted | $ | ( | ) | $ | ||||
At December 31, 2025, and 2024, there were outstanding options that were vested and exercisable into and shares of common stock, respectively; however, they have been excluded from the calculation of EPS because their exercise would be anti-dilutive.
At December 31, 2025, the Company had stock-based compensation plans as described in detail below.
On August 11, 2025, the Company’s independent directors each received stock options to purchase shares of our common stock with an exercise price of $ per share. Fair value of these stock options was $ per share at the date of grant. Twenty-five percent of the shares vested on each of August 31, 2025, November 30, 2025, February 28, 2026, and the remainder are scheduled to vest on May 31, 2026. In addition to the foregoing, all shares shall vest immediately prior to a change in control.
On August 11, 2025, the Company granted each independent director shares of restricted stock. The shares vest on August 11, 2026. In addition to the foregoing, all shares shall vest immediately prior to a change in control.
On April 19, 2025, in connection with entering into the CFO Employment Agreement, the Company granted shares of restricted stock, and options for shares, to Kurt Keller. The stock options have an exercise price of $ per share and had a fair value of $1.29 per share at the date of the grant. Each of the foregoing will vest in three equal installments on the anniversaries of the grant date.
On August 26, 2024, the Company’s independent directors each received stock options to purchase shares of our common stock with an exercise price of $ per share. Fair value of these stock options was $0.99 per share at the date of grant. Twenty-five percent of the shares vested on each of August 31, 2024, November 30, 2024, February 28, 2025, and May 31, 2025.
On March 6, 2024, in connection with entering into the CEO Employment Agreement, the Company granted shares of restricted stock, and options for shares, to Erik Wiik. The stock options have an exercise price of $ per share and had a fair value of $0.35 per share at the date of the grant. Each of the foregoing will vest in three equal installments on the anniversaries of the grant date.
| F-19 |
The fair value of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. Expected volatility is based on historical volatility of the Company’s stock over a preceding period commensurate with the expected term of the option. The expected term is based upon historical exercise patterns. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the option pricing formula since the Company does not pay dividends and has not paid any dividends since its incorporation.
Weighted average Black-Scholes-Merton fair value assumptions
| Schedule of assumptions for option valuation | Year Ended December 2025 | Year Ended December 2024 | |||||
| Risk free interest rate | % - % | % - % | |||||
| Expected life (in years) | |||||||
| Expected volatility | % - % | % - % | |||||
| Expected dividend yield | % | % | |||||
The following table summarizes the activity of our stock options for the years ended December 31, 2025, and 2024:
Shares Underlying Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | ||||||||||
| Outstanding at December 31, 2023 | $ | |||||||||||
| Granted | ||||||||||||
| Forfeited | ( | ) | ||||||||||
| Exercised | ( | ) | ||||||||||
| Outstanding at December 31, 2024 | ||||||||||||
| Granted | ||||||||||||
| Exercised | ( | ) | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Exercisable at December 31, 2025 | $ | |||||||||||
The following table summarizes the activity of restricted stock awards (RSAs) for the years ended December 31, 2025, and 2024:
| Schedule of RSA activity | Shares Underlying RSAs | Weighted- Average Grant Date Fair Value | Weighted- Average Remaining Contractual Term (in years) | |||||||||
| Outstanding at December 31, 2023 | $ | – | ||||||||||
| Granted | $ | – | ||||||||||
| Outstanding at December 31, 2024 | ||||||||||||
| Granted | $ | – | ||||||||||
| Vested | ( | ) | $ | – | ||||||||
| Outstanding at December 31, 2025 | $ | $ | $ | |||||||||
| F-20 |
For the years ended December 31, 2025 and 2024, we recognized a total of $ and $, respectively, of share-based compensation expense related to stock options, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. The unamortized estimated fair value of nonvested stock options was $ and $ at December 31, 2025 and 2024, respectively. These costs are expected to be recognized as expenses over a weighted-average period of and years respectively.
For the years ended December 31, 2025, and 2024, we recognized a total of $ and $, respectively, of share-based compensation expense related to restricted stock awards, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. The unamortized estimated fair value of nonvested stock awards was $ and $ at December 31, 2025 and 2024, respectively. These costs are expected to be recognized as expenses over a weighted-average period of years and years respectively.
NOTE 7: TREASURY STOCK
Treasury shares are accounted for using the cost method. The Company had shares of common stock held in treasury as of December 31, 2025, and 2024.
NOTE 8: INCOME TAXES
Income tax expense is comprised of the following:
Years Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US | Brazil | Total | US | |||||||||||||
| Income (loss) from Continuing operations | $ | $ | ( | ) | $ | $ | ||||||||||
| Federal: | ||||||||||||||||
| Current | $ | $ | $ | $ | ||||||||||||
| Deferred | ||||||||||||||||
| Total Federal | ||||||||||||||||
| State: | ||||||||||||||||
| Current | ||||||||||||||||
| Deferred | ||||||||||||||||
| Total State | ||||||||||||||||
| Total income tax expense | $ | $ | $ | $ | ||||||||||||
Income tax expense differs from the amount computed by applying the U.S. statutory income tax rate to loss before income taxes for the reasons set forth below.
| 2025 | 2024 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| Income tax expense (benefit) at federal statutory rate | ( | ) | % | ( | ) | % | ||||||||||
| Domestic federal reconciling items | ||||||||||||||||
| Meals and Entertainment | ( | ) | ( | )% | ( | ) | % | |||||||||
| Other permanent differences | % | ( | )% | |||||||||||||
| Change in valuation allowance | % | % | ||||||||||||||
| Domestic state tax benefit (expense), net of federal benefit | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| Foreign reconciling items - Brazil | ||||||||||||||||
| Rate differential | ( | ) | ( | )% | % | |||||||||||
| Change in valuation allowance | ( | ) | ( | )% | % | |||||||||||
| Foreign withholding taxes | ||||||||||||||||
| Foreign state tax benefit (expense), net of federal effect -Brazil | ( | ) | ( | )% | % | |||||||||||
| Income tax expense at effective rate | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| F-21 |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss and tax credit carryforwards. The tax effects of the temporary differences and carryforwards are as follows:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Research and development and other credit carryforwards | ||||||||
| Share-based compensation | ||||||||
| Allowance for credit losses | ||||||||
| Right-of-use operating lease liabilities | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Intangible amortization | $ | ( | ) | $ | ( | ) | ||
| Depreciation and amortization on property, plant and equipment | ( | ) | ( | ) | ||||
| Right-of-use operating lease assets | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | $ | ( | ) | $ | ( | ) | ||
| Net deferred tax position | $ | $ | ||||||
We have $
NOTE 9: COMMITMENTS AND CONTINGENCIES
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
The Company was previously involved in a legal dispute with its former landlord, WW Champion Developments, Inc. ("WW Champion”). On September 23, 2024, WW Champion filed a lawsuit against 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.
| F-22 |
The matter was settled in June 2025 for $
OMSi Lawsuit
In December 2024, the Company completed work under purchase orders with OMS International Limited (OMSi), a UK-based subsea engineering firm. The Company successfully completed the project in March 2025 and issued invoices totaling $569. OMSi has not remitted payment on the outstanding invoices and has not responded to the Company’s repeated requests for payment.
On September 29, 2025, the Company filed a
civil action against OMSi in the United States District Court for the Southern District of Texas seeking to recover the unpaid
amounts. OMSi has not yet filed a response. For the quarter ending September 30, 2025, the Company recorded a reserve of $
NOTE 10: EMPLOYEE RETENTION 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 is no U.S. GAAP 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.
Under an IAS 20 analogy, a business entity would recognize the employee retention credit on a systematic basis over the periods in which the entity recognizes the payroll expenses 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 (i.e., tax credit) will be received.
The Company initially recognized a $
NOTE 11: SEGMENT INFORMATION
The Company operates as a 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.
| F-23 |
Total operating expenses are presented as follows:
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Share-based compensation and other personnel costs | ||||||||
| Materials | ||||||||
| Depreciation and amortization | ||||||||
| Other cost of sales and selling, general and administrative expenses | ||||||||
| Income tax expense | ||||||||
| Interest and other (income) expense | ( | ) | ( | ) | ||||
| Net (loss) income | $ | ( | ) | $ | ||||
The CODM regularly reviews asset information by consolidated assets since we only have one reportable segment.
NOTE 12: INTANGIBLE CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET
The Company capitalizes certain costs related to the implementation of software systems during the application development stage. Capitalized software development costs are capitalized when application development begins and it is probable that the project will be completed and used as intended by the Company.
The capitalization policy provides for capitalizing certain payroll and payroll-related costs for employees who spend time directly associated with the configuration, development, and enhancement of software systems. Costs associated with preliminary project activities, data migration, training, maintenance, and all other post-implementation stage activities are expensed as incurred.
Capitalized software development costs related
to the implementation of the Company’s ERP system are classified as Intangibles on the Consolidated Balance Sheets, and
costs will be amortized on a straight-line basis over their estimated useful lives and will be included within depreciation and amortization
expense in the condensed consolidated statements of operations. For the year ending December 31, 2025, capitalized software development
costs totaled $
NOTE 13: SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these financial statements were available to be issued.
| F-24 |