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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 31, 2026
KOIL
ENERGY SOLUTIONS, INC.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
000-30351 |
|
75-2263732 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1310
Rankin Road, Houston, TX 77073
(Address of principal executive offices) (Zip Code)
(281) 517-5000
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| |
|
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. |
Emerging growth company ☐
|
If an emerging growth company, indicate by check mark if the registrant
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. ☐ |
SECTION 2 – FINANCIAL INFORMATION
| ITEM 2.02 |
Results of Operations and Financial Condition. |
On March 31, 2026, Koil Energy Solutions, Inc.
issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is furnished
as Exhibit 99.1 to this report and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 99.1 |
Press Release issued by Koil Energy Solutions, Inc. dated March 31, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
KOIL ENERGY SOLUTIONS, INC. |
| |
|
| |
By: |
/s/ Erik Wiik |
| |
|
Erik Wiik |
| |
|
President and Chief Executive Officer |
| |
|
|
| |
|
|
Date: April 1, 2026
|
|
|
Exhibit 99.1
KOIL Energy Reports Fourth Quarter and Full Year 2025 Results
Mar 31, 2026
HOUSTON, Mar. 31, 2026 (GLOBE NEWSWIRE) -- KOIL Energy Solutions, Inc.
(OTCQB: KLNG), a specialist in deepwater energy production and distribution equipment and services, released today its fourth quarter
and full year 2025 results.
"We achieved a record revenue of $7.3 million this quarter,"
said Erik Wiik, President and Chief Executive Officer of KOIL Energy. "Our growth initiatives are delivering profitable growth with
an EBITDA margin of 10% while we continue to invest heavily in growth."
Fourth Quarter 2025 Results:
For the three months ending December 31, 2025, KOIL Energy generated
revenues of $7.3 million dollars. This is 22% higher than Q4 last year and 14% higher than last quarter. Both services and fixed priced
contracts experienced significant year-over-year growth. Service revenue grew 24% and fixed priced contracts, or Product sales, increased
by 21% compared to Q4 last year. This was driven by an exceptional order intake over the past two quarters.
Gross profit for the quarter totaled $2.5 million dollars, or 35% of
revenues, compared to $2.4 million dollars, or 40% of revenues, during the fourth quarter of 2024. While profitability was unchanged on
a dollar basis, the margin decline reflected a less favorable mix of projects.
Selling, general, and administrative expenses equaled $2.1 million
for the quarter, up $237,000 from the prior year, driven by growth initiatives.
Adjusted EBITDA was 10% of revenue, or a gain of $704,000.
Full Year 2025 Results:
For the full year 2025, we achieved revenue of 24 million dollars,
marking a 6% year-over-year increase. Adjusted EBITDA was $1 million in 2025 compared to $3.5 million dollars in 2024. The reduction was
mainly driven by investments tied to our growth initiatives. KOIL remained focused on long-term growth by deploying free cash flow to
acquire new rental equipment and fund the development of intellectual property, the establishment of our Brazil operations, and international
sales. These investments are already delivering positive growth results. We are currently refining our growth strategy and setting ambitious
new goals through 2030. We look forward to presenting these plans at an in-person and online investor conference in Houston on May 7–8,
2026, held in conjunction with the Offshore Technology Conference (OTC). Formal invitations will be sent shortly.
In summary, we remain highly confident in our ability to continue to
deliver profitable growth. Recent project awards have positioned us strongly for the upcoming quarters.
KOIL will host an investor conference call to review its fourth quarter
of 2025 results on Tuesday, March 31, 2026, at 10:00 am Eastern Time.
PARTICIPANT WEBCAST LINK:
https://edge.media-server.com/mmc/p/qjebi4ez/
PARTICIPANT DIALS:
PARTICIPANT DIAL IN (TOLL FREE) 1-833-630-1956
PARTICIPANT INTERNATIONAL DIAL IN 1-412-317-1837
The earnings release and a replay of the conference call will also
be available on the Company's website, www.koilenergy.com,
under the "Investors" section.
About KOIL (www.koilenergy.com)
KOIL Energy is a leading energy services company offering subsea equipment
and support services to the world's energy and offshore industries. We provide innovative solutions to complex customer challenges presented
between the production facility and the energy source. Our core services and technological solutions include distribution system installation
support and engineering services, umbilical terminations, loose-tube steel flying leads, and related services. Additionally, KOIL Energy's
experienced team can support subsea engineering, manufacturing, installation, commissioning, and maintenance projects located anywhere
in the world.
Forward-Looking Statements
Any forward-looking statements in the preceding paragraphs of this
release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned
that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected
in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures,
sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials
and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission,
copies of which are available from the Company without charge.
Investor Relations:
ir@koilenergy.com
281-862-2201
KOIL ENERGY SOLUTIONS, INC.
SUMMARY FINANCIAL DATA
Comparative Condensed Consolidated Income Statement
| | |
| | |
| | |
| | |
| |
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(In thousands, except per share amounts) | |
| Revenues | |
$ | 7,252 | | |
$ | 5,941 | | |
$ | 24,051 | | |
$ | 22,734 | |
| Cost of sales | |
| 4,753 | | |
| 3,536 | | |
| 16,094 | | |
| 13,985 | |
| Selling, general and administrative | |
| 2,106 | | |
| 1,876 | | |
| 8,326 | | |
| 6,192 | |
| Operating income (loss) | |
| 393 | | |
| 529 | | |
| (369 | ) | |
| 2,557 | |
| Total other (income) expense | |
| (1 | ) | |
| (17 | ) | |
| (404 | ) | |
| (79 | ) |
| Income (loss) before income tax expense | |
| 394 | | |
| 546 | | |
| 35 | | |
| 2,636 | |
| Income tax expense | |
| 51 | | |
| 9 | | |
| 73 | | |
| 16 | |
| Net income (loss) | |
$ | 343 | | |
$ | 537 | | |
$ | (38 | ) | |
$ | 2,620 | |
| Net income (loss) per share, basic | |
$ | 0.03 | | |
$ | 0.04 | | |
$ | (0.00 | ) | |
$ | 0.21 | |
| Weighted-average shares outstanding, basic | |
| 12,608 | | |
| 12,344 | | |
| 12,133 | | |
| 12,344 | |
Comparative Condensed Consolidated Balance Sheets
| | |
| | |
| |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
(In thousands) | |
| Assets: | |
| | |
| |
| Cash | |
$ | 1,535 | | |
$ | 3,422 | |
| Other current assets | |
| 8,410 | | |
| 6,784 | |
| PP&E, net | |
| 3,642 | | |
| 2,791 | |
| Other non-current assets | |
| 6,227 | | |
| 5,743 | |
| Total assets | |
$ | 19,814 | | |
$ | 18,740 | |
| | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Current liabilities | |
$ | 5,140 | | |
$ | 4,524 | |
| Other long-term liabilities | |
| 5,711 | | |
| 5,612 | |
| Total liabilities | |
| 10,851 | | |
| 10,136 | |
| Stockholders' equity | |
| 8,963 | | |
| 8,604 | |
| Total liabilities and stockholders' equity | |
$ | 19,814 | | |
$ | 18,740 | |
Adjusted EBITDA
| | |
| | |
| | |
| | |
| |
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(In thousands) | |
| Net income (loss) | |
$ | 343 | | |
$ | 537 | | |
$ | (38 | ) | |
$ | 2,620 | |
| (Deduct) Add: Interest (income) expense, net | |
| 10 | | |
| (17 | ) | |
| (6 | ) | |
| (47 | ) |
| Add: Income tax expense | |
| 51 | | |
| 9 | | |
| 73 | | |
| 16 | |
| Add: Depreciation and amortization | |
| 141 | | |
| 134 | | |
| 590 | | |
| 571 | |
| Add: Share-based compensation | |
| 134 | | |
| 300 | | |
| 375 | | |
| 376 | |
| Add (Deduct): Loss (gain) on sale of asset | |
| – | | |
| (2 | ) | |
| (12 | ) | |
| 1 | |
| Add: Loss (Gain) on Litigation Settlement | |
| – | | |
| – | | |
| (333 | ) | |
| – | |
| Add: Restructuring costs | |
| 1 | | |
| – | | |
| 280 | | |
| – | |
| Add: Severance | |
| 41 | | |
| – | | |
| 41 | | |
| – | |
| Adjusted EBITDA | |
$ | 721 | | |
$ | 961 | | |
$ | 970 | | |
$ | 3,537 | |
Cash Flow Data
| | |
| | |
| | |
| | |
| |
| | |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(In thousands) | |
| Cash provided by (used in): |
|
| | | |
| | | |
| | |
| Operating activities |
|
$ | 137 | | |
$ | 553 | | |
$ | (901 | ) | |
$1,726 |
| Investing activities |
|
| (381 | ) | |
| (246 | ) | |
| (1,533 | ) | |
(373) |
| Financing activities |
|
| (154 | ) | |
| (7 | ) | |
| 562 | | |
39 |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
| (15 | ) | |
| – | | |
| (15 | ) | |
- |
| Change in cash |
|
$ | (413 | ) | |
$ | 300 | | |
$ | (1,887 | ) | |
$1,392 |
