STOCK TITAN

Stabilis Solutions nine-month loss widens to $8.52M

The data-center supply agreement carries estimated initial-term revenue of approximately $200 million, with LNG deliveries expected to begin in 2027.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Stabilis Solutions, Inc. (SLNG) reported third-quarter 2026 revenue of $14.839 million, versus $20.325 million a year earlier, and net income of $189,000 versus $1.119 million. For the first nine months, revenue was $37.134 million versus $54.972 million and net loss was $8.524 million versus $1.092 million.

Nine-month operating cash flow was $23.370 million versus $7.934 million, including $25.0 million in customer advances for a data-center LNG contract. The advances are deferred revenue; unused amounts are restricted cash. The contract's estimated initial-term revenue is approximately $200 million, with deliveries expected from the first quarter of 2027 through the first quarter of 2029.

Stabilis is advancing a proposed Galveston LNG facility with 350,000-gallon-per-day capacity and estimated project investment of $350 million to $400 million. Customer commitments cover approximately 16% of capacity; a final investment decision is expected later in 2026 or early 2027. At September 30, 2026, unrestricted cash was $1.535 million, restricted cash was $16.839 million, debt outstanding net of issuance costs was $8.9 million, and debt availability was $5.0 million.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

How the balance works

Positive

  • Moderate pointOperating cash flow: $23.370 million versus $7.934 million, including $25.0 million in advances.

Negative

  • Moderate pointNine-month revenue fell 32.4% to $37.134 million, from $54.972 million.
  • Moderate pointNine-month net loss was $8.524 million, versus $1.092 million.
Revenue $14.839 million Three months ended September 30, 2026; $20.325 million in 2025
Net income $189,000 Three months ended September 30, 2026; $1.119 million in 2025
Revenue $37.134 million Nine months ended September 30, 2026; $54.972 million in 2025
Net loss $8.524 million Nine months ended September 30, 2026; $1.092 million in 2025
Net cash provided by operating activities $23.370 million Nine months ended September 30, 2026; $7.934 million in 2025
Estimated data-center contract revenue Approximately $200 million Initial multi-year contract term
Customer advance payments $25.0 million Received during the nine months ended September 30, 2026, for the data-center project
Estimated Galveston project investment $350 million to $400 million Proposed Galveston LNG liquefaction facility project
deferred revenue financial
"the full amount of the advance payment has been presented as deferred revenue"
Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.
restricted cash and cash equivalents financial
"funds that are contractually restricted as to usage or withdrawal"
Fixed Charge Coverage Ratio financial
"maintain a minimum Fixed Charge Coverage Ratio of 1.20 to 1.00"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
take-or-pay contract financial
"multi-year take-or-pay contract to supply LNG"
A take-or-pay contract is an agreement where a buyer promises to either take a specified amount of goods or services from a supplier or, if they don’t take them, still pay a pre-agreed fee. Think of it like a subscription where you must pay even if you don’t fully use the service; for investors this creates predictable revenue for the seller but also potential payment risk or hidden liabilities for the buyer, affecting cash flow and valuation.
Final Investment Decision financial
"toward an expected Final Investment Decision later in 2026 or early 2027"
A final investment decision is the point at which a person or organization chooses to move forward with a particular project or purchase after reviewing all the necessary information and options. It is like deciding to buy a house after considering all the costs, benefits, and alternatives. This decision is important because it determines whether and when the investment will be made, impacting future financial plans and outcomes.
Jones Act-compliant LNG bunkering vessel regulatory
"commission a dedicated Jones Act-compliant LNG bunkering vessel"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were SLNG's results for the first nine months of 2026?

SLNG reported revenue of $37.134 million and a net loss of $8.524 million for the nine months ended September 30, 2026, compared with revenue of $54.972 million and a net loss of $1.092 million in 2025. Net cash provided by operating activities was $23.370 million versus $7.934 million.

What is the expected value and schedule of SLNG's data-center LNG contract?

Stabilis estimated approximately $200 million of revenue over the contract's initial multi-year term. LNG deliveries are expected to start in the first quarter of 2027 and continue through the first quarter of 2029. The customer made $25.0 million in advance payments, which offset a percentage of future invoices.

What collateral and covenant terms apply to SLNG's revolving credit facility?

The amended agreement requires a Cash Collateral Account funded with at least $5.0 million and a minimum Fixed Charge Coverage Ratio of 1.20 to 1.00, tested quarterly on a trailing twelve-month basis beginning with the quarter ending March 31, 2027. Until compliance is demonstrated for two consecutive quarters, availability is limited to the account balance, subject to a $10.0 million cap.

What is SLNG's proposed Galveston LNG project?

Stabilis is advancing a proposed 350,000-gallon-per-day facility and Jones Act-compliant LNG bunkering vessel. Estimated project investment is $350 million to $400 million, and customer commitments cover approximately 16% of the proposed facility's capacity. The financing is anticipated to use a separate entity with third-party equity and debt that would be nonrecourse to Stabilis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

☒

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

 

For the Quarterly Period Ended September 30, 2026

 

☐

TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                 to

Commission file number. 001-40364


 

logo01.jpg

 

STABILIS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


 

Florida

59-3410234

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

 

11750 Katy Freeway, Suite 900, Houston, TX 77079

(Address of principal executive offices, including zip code)

(832) 456-6500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.001 par value

SLNG

The Nasdaq Stock Market LLC

 

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 for 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.    Yes  ☒    No  ☐

 

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

 

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

 

Large accelerated filer

☐

 

Accelerated filer

☐

Non-accelerated filer

☒

 

Smaller reporting company

☒

 

 

 

Emerging growth company

☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐    

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

As of November 2, 2026, there were 18,596,301 outstanding shares of our common stock, par value $.001 per share.



 


Table of Contents

STABILIS SOLUTIONS, INC. AND SUBSIDIARIES

FORM 10-Q Index

For the Quarterly Period Ended September 30, 2026

 

 

 

Page

Part I. Financial Information

Item 1.

Financial Statements (Unaudited)

 

 

Condensed Consolidated Balance Sheets         

4

 

Condensed Consolidated Statements of Operations         

5

 

Condensed Consolidated Statements of Comprehensive Income (Loss)         

6

 

Condensed Consolidated Statements of Stockholders’ Equity         

7

 

Condensed Consolidated Statements of Cash Flows         

8

 

Notes to Condensed Consolidated Financial Statements         

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations         

18

Item 4.

Controls and Procedures         

27

Part II. Other Information

Item 1.

Legal Proceedings         

28

Item 1A.

Risk Factors         

28

Item 5.

Other Information         

28

Item 6.

Exhibits         

29

Signatures         

30

 

2


Table of Contents

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (“this Report”) includes statements that constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements represent intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks and uncertainties and other factors. These statements may relate to, but are not limited to, information or assumptions about us, our capital and other expenditures, dividends, financing plans, capital structure, cash flow, pending legal and regulatory proceedings and claims, including environmental matters, future economic performance, operating income, cost savings, and management’s plans, strategies, goals and objectives for future operations and growth. These forward-looking statements generally are accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect,” “should,” “seek,” “project,” “plan” or similar expressions. Any statement that is not a historical fact is a forward-looking statement. It should be understood that these forward-looking statements are necessary estimates reflecting the best judgment of senior management, not guarantees of future performance. Many of the factors that impact forward-looking statements are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements as described in Part I. “Item 1A. Risk Factors” of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("the SEC") on March 5, 2026, as well as any additional risk factors identified and described in Part II. “Item 1A. Risk Factors” of our previously filed Quarterly Reports, including this Report.

 

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All forward-looking statements included in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

 

In this Report, we may rely on and refer to information from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified it.

 

3


Table of Contents

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS. (Unaudited)

 

Stabilis Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share data)

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Assets

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$1,535

 

 

$7,459

 

Restricted cash and cash equivalents

 

 

16,839

 

 

 

—

 

Accounts receivable, net

 

 

6,115

 

 

 

3,130

 

Inventories

 

 

346

 

 

 

342

 

Prepaid expenses and other current assets

 

 

2,358

 

 

 

1,976

 

Total current assets

 

 

27,193

 

 

 

12,907

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

Cost

 

 

134,591

 

 

 

125,613

 

Less accumulated depreciation and amortization

 

 

(76,642)

 

 

(72,666)

Property, plant and equipment, net

 

 

57,949

 

 

 

52,947

 

Goodwill

 

 

4,314

 

 

 

4,314

 

Investments in foreign joint ventures

 

 

11,830

 

 

 

11,946

 

Right-of-use assets and other noncurrent assets

 

 

1,082

 

 

 

996

 

Total assets

 

$102,368

 

 

$83,110

 

Liabilities and Stockholders’ Equity

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$6,300

 

 

$4,750

 

Accrued liabilities

 

 

3,401

 

 

 

2,858

 

Current portion of long-term notes payable

 

 

2,446

 

 

 

1,931

 

Deferred revenue, current

 

 

3,793

 

 

 

1

 

Current portion of finance and operating lease obligations

 

 

302

 

 

 

417

 

Total current liabilities

 

 

16,242

 

 

 

9,957

 

Long-term notes payable, net of current portion and debt issuance costs

 

 

5,727

 

 

 

5,755

 

Deferred revenue, noncurrent

 

 

21,218

 

 

 

—

 

Long-term portion of operating lease obligations

 

 

434

 

 

 

726

 

Total liabilities

 

 

43,621

 

 

 

16,438

 

Commitments and contingencies (Note 10)

 

 

  

 

 

 

  

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock; $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at September 30, 2026 and December 31, 2025

 

 

—

 

 

 

—

 

Common stock; $0.001 par value, 37,500,000 shares authorized, 18,596,301 and 18,596,301 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

 

 

19

 

 

 

19

 

Additional paid-in capital

 

 

103,644

 

 

 

103,644

 

Accumulated other comprehensive income

 

 

609

 

 

 

10

 

Accumulated deficit

 

 

(45,525)

 

 

(37,001)

Total stockholders’ equity

 

 

58,747

 

 

 

66,672

 

Total liabilities and stockholders’ equity

 

$102,368

 

 

$83,110

 

 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

 

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Table of Contents

 

Stabilis Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$14,839

 

 

$20,325

 

 

$37,134

 

 

$54,972

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

10,506

 

 

 

14,723

 

 

 

28,596

 

 

 

40,235

 

Time charter expense

 

 

—

 

 

 

—

 

 

 

4,342

 

 

 

—

 

Change in unrealized (gain) loss on natural gas derivatives

 

 

—

 

 

 

19

 

 

 

—

 

 

 

(5)

Selling, general and administrative expenses

 

 

2,517

 

 

 

2,783

 

 

 

7,814

 

 

 

10,847

 

Loss from disposal of fixed assets

 

 

1

 

 

 

165

 

 

 

1

 

 

 

62

 

Impairment

 

 

—

 

 

 

—

 

 

 

71

 

 

 

—

 

Depreciation and amortization

 

 

1,748

 

 

 

1,842

 

 

 

5,310

 

 

 

5,569

 

Total operating expenses

 

 

14,772

 

 

 

19,532

 

 

 

46,134

 

 

 

56,708

 

Income (loss) from operations before equity income

 

 

67

 

 

 

793

 

 

 

(9,000)

 

 

(1,736)

Net equity income from foreign joint venture operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from equity investment in foreign joint venture

 

 

152

 

 

 

322

 

 

 

677

 

 

 

859

 

Foreign joint venture operating related expenses

 

 

(56

)

 

 

(44)

 

 

(139)

 

 

(163)

Net equity income from foreign joint venture operations

 

 

96

 

 

 

278

 

 

 

538

 

 

 

696

 

Income (loss) from operations

 

 

163

 

 

 

1,071

 

 

 

(8,462)

 

 

(1,040)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

49

 

 

 

84

 

 

 

190

 

 

 

129

 

Other expense, net

 

 

(25

)

 

 

(35)

 

 

(99)

 

 

(71)

Total other income (expense)

 

 

24

 

 

 

49

 

 

 

91

 

 

 

58

 

Income (loss) before income tax expense

 

 

187

 

 

 

1,120

 

 

 

(8,371)

 

 

(982)

Income tax expense (benefit)

 

 

(2

)

 

 

1

 

 

 

153

 

 

 

110

 

Net income (loss)

 

$189

 

 

$1,119

 

 

$(8,524)

 

$(1,092)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted per common share

 

$0.01

 

 

$0.06

 

 

$(0.46)

 

$(0.06)

Weighted average number of common shares outstanding - Basic and diluted

 

 

18,596,301

 

 

 

18,596,301

 

 

 

18,596,301

 

 

 

18,594,677

 

 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

 

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Table of Contents

 

Stabilis Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income (loss)

 

$189

 

 

$1,119

 

 

$(8,524)

 

$(1,092)

Foreign currency translation adjustment, net of tax

 

 

122

 

 

 

94

 

 

 

599

 

 

 

349

 

Total comprehensive income (loss)

 

$311

 

 

$1,213

 

 

$(7,925)

 

$(743)

 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

 

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Table of Contents

 

Stabilis Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited, in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

Comprehensive

 

 

Accumulated

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Paid-in Capital

 

 

Income (Loss)

 

 

Deficit

 

 

Total

 

Balance at December 31, 2024

 

 

18,585,014

 

 

$19

 

 

$103,214

 

 

$(578)

 

$(35,647)

 

$67,008

 

Common stock issued from vesting of stock-based awards

 

 

13,589

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

447

 

 

 

—

 

 

 

—

 

 

 

447

 

Employee tax payments from stock-based withholding

 

 

(2,302)

 

 

—

 

 

 

(17)

 

 

—

 

 

 

—

 

 

 

(17)

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,598)

 

 

(1,598)

Other comprehensive income, net of tax

 

 

—

 

 

 

—

 

 

 

—

 

 

 

71

 

 

 

—

 

 

 

71

 

Balance at March 31, 2025

 

 

18,596,301

 

 

 

19

 

 

 

103,644

 

 

 

(507)

 

 

(37,245)

 

 

65,911

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(613)

 

 

(613)

Other comprehensive income, net of tax

 

 

—

 

 

 

—

 

 

 

—

 

 

 

184

 

 

 

—

 

 

 

184

 

Balance at June 30, 2025

 

 

18,596,301

 

 

 

19

 

 

 

103,644

 

 

 

(323)

 

 

(37,858)

 

 

65,482

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,119

 

 

 

1,119

 

Other comprehensive income, net of tax

 

 

—

 

 

 

—

 

 

 

—

 

 

 

94

 

 

 

—

 

 

 

94

 

Balance at September 30, 2025

 

 

18,596,301

 

 

$19

 

 

$103,644

 

 

$(229)

 

$(36,739)

 

$66,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

Comprehensive

 

 

Accumulated

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Paid-in Capital

 

 

Income

 

 

Deficit

 

 

Total

 

Balance at December 31, 2025

 

 

18,596,301

 

 

$19

 

 

$103,644

 

 

$10

 

 

$(37,001)

 

$66,672

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,076)

 

 

(4,076)

Other comprehensive income, net of tax

 

 

—

 

 

 

—

 

 

 

—

 

 

 

410

 

 

 

—

 

 

 

410

 

Balance at March 31, 2026

 

 

18,596,301

 

 

 

19

 

 

 

103,644

 

 

 

420

 

 

 

(41,077)

 

 

63,006

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,637)

 

 

(4,637)

Other comprehensive income, net of tax

 

 

—

 

 

 

—

 

 

 

—

 

 

 

67

 

 

 

—

 

 

 

67

 

Balance at June 30, 2026

 

 

18,596,301

 

 

 

19

 

 

 

103,644

 

 

 

487

 

 

 

(45,714)

 

 

58,436

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

189

 

 

 

189

 

Other comprehensive income, net of tax

 

 

—

 

 

 

—

 

 

 

—

 

 

 

122

 

 

 

—

 

 

 

122

 

Balance at September 30, 2026

 

 

18,596,301

 

 

$19

 

 

$103,644

 

 

$609

 

 

$(45,525)

 

$58,747

 

 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

 

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Table of Contents

 

Stabilis Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$(8,524)

 

$(1,092)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

5,310

 

 

 

5,569

 

Stock-based compensation expense

 

 

—

 

 

 

447

 

Provision for credit losses

 

 

—

 

 

 

315

 

Loss on disposal of assets

 

 

1

 

 

 

62

 

Income from equity investment in joint venture

 

 

(677)

 

 

(859)

Distributions from equity investment in joint venture

 

 

1,406

 

 

 

1,637

 

Impairment

 

 

71

 

 

 

—

 

Non-cash time charter cancellation

 

 

572

 

 

 

—

 

Amortization of debt issuance cost

 

 

64

 

 

 

76

 

Cash settlements from natural gas derivatives, net

 

 

—

 

 

 

178

 

Realized and unrealized (gains) losses on natural gas derivatives, net

 

 

—

 

 

 

202

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,985)

 

 

(976

)

Prepaid expenses and other current assets

 

 

741

 

 

 

698

 

Accounts payable and accrued liabilities

 

 

2,802

 

 

 

1,697

 

Deferred revenue

 

 

25,011

 

 

 

—

 

Other

 

 

(422)

 

 

(20

)

Net cash provided by operating activities

 

 

23,370

 

 

 

7,934

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisitions of fixed assets and other noncurrent assets

 

 

(11,520)

 

 

(4,999)

Proceeds from sale of fixed assets

 

 

—

 

 

 

211

 

Net cash used in investing activities

 

 

(11,520)

 

 

(4,788)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds received from borrowings on notes payable

 

 

1,000

 

 

 

—

 

Payments on short- and long-term notes payable and finance leases

 

 

(1,840)

 

 

(1,784)

Payment of debt issuance costs

 

 

(99)

 

 

(42)

Employee tax payments from stock-based withholding

 

 

—

 

 

 

(17)

Net cash used in financing activities

 

 

(939)

 

 

(1,843)

Effect of exchange rate changes on cash

 

 

4

 

 

 

15

 

Net increase in cash, cash equivalents and restricted cash and cash equivalents

 

 

10,915

 

 

 

1,318

 

Cash, cash equivalents and restricted cash and cash equivalents, beginning of period

 

 

7,459

 

 

 

8,987

 

Cash, cash equivalents and restricted cash and cash equivalents, end of period

 

$18,374

 

 

$10,305

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash and cash equivalents, end of period, as presented on the Condensed Consolidated Balance Sheets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$1,535

 

 

$10,305

 

Restricted cash and cash equivalents

 

 

16,839

 

 

 

—

 

Total cash and cash equivalents

 

$18,374

 

 

$10,305

 

 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

 

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STABILIS SOLUTIONS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 

Description of Business

 

Stabilis Solutions, Inc. and its subsidiaries (the “Company”, “Stabilis”, “our”, “us” or “we”) provide turnkey clean energy production, storage, transportation and fueling solutions using liquefied natural gas (“LNG”) to multiple end markets. 

 

The Company serves customers in diverse end markets, including aerospace, agriculture, industrial, marine bunkering, mining, oil and gas, pipeline, remote power and utility markets. LNG can be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. Additionally, LNG can be used as a partner fuel for renewable energy, and as an alternative to traditional fuel sources, such as distillate fuel oil (including diesel fuel and other fuel oils) and propane, among others to provide both environmental and economic benefits.

 

The Company also builds power and control systems for the energy industry in China through its 40% owned Chinese joint venture, BOMAY Electric Industries, Inc (“BOMAY”). BOMAY is accounted for under the equity method.

 

Basis of Presentation and Consolidation

 

The accompanying unaudited, interim condensed consolidated financial statements (the “Condensed Consolidated Financial Statements”) include our accounts and those of our subsidiaries and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures normally included in the notes to consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. We believe that the presentation and disclosures within this report are adequate to prevent the information presented herein from being misleading. The Condensed Consolidated Financial Statements reflect all adjustments (consisting of normal recurring adjustments) for a fair presentation of the interim periods. The Condensed Consolidated Balance Sheet as of  December 31, 2025 has been derived from the audited consolidated financial statements included in the 2025 Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended  December 31, 2025 included in the Company's Annual Report on Form 10-K, as filed on March 5, 2026. All intercompany accounts and transactions have been eliminated in consolidation. In the Notes to Condensed Consolidated Financial Statements, all dollar amounts in tabulations are in thousands, unless otherwise indicated.

 

Use of Estimates in the Preparation of the Consolidated Financial Statements.

 

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the determination of fair value of equity-based awards, fair value of natural gas derivatives, carrying amount of contingencies, valuation allowances for receivables, inventories, and deferred income tax assets, valuations assigned to assets and liabilities in business combinations, and impairments of long-lived assets. Actual results could differ from those estimates, and these differences could be material to the Condensed Consolidated Financial Statements.

 

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Segment Reporting

 

In accordance with ASC Topic 280 - "Segment Reporting (ASC 280)" the Company has determined that it has a single operating and reporting segment. As a result, the Company's segment accounting policies are the same as described herein and the Company does not have any material intra-segment sales and transfers of assets. The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer (the "CEO"). The CEO, with the Chief Financial Officer, assesses the performance and makes operating decisions of the Company on a consolidated basis, based on the Company's net increase in shareholder's equity resulting from operations ("net income (loss)"). Company assets are not reviewed by the CODM at a different asset level or category, but at the consolidated level. As the Company's operations are comprised of a single operating segment, the segment assets are reflected on the accompanying Condensed Consolidated Balance Sheets as "total assets" and the significant segment expenses are listed on the accompanying Condensed Consolidated Statements of Operations.

 

Restricted Cash and Cash Equivalents

 

Restricted cash and cash equivalents consist of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our Condensed Consolidated Balance Sheets. Our restricted cash relates to $25.0 million of advance payments, received from a customer, related to a customer project scheduled to commence during the first quarter of 2027 and continuing through the first quarter of 2029. The use of the advance payments is restricted to the purchase of equipment, securing LNG supply and commissioning expenses incurred by the Company specific to the customer project. The advance payments will offset a percentage of each future invoice over the term of the contract until fully offset at which time the credit will cease. The Company believes the advance payments constitute deferred revenue, as presented on the Condensed Consolidated Balance Sheets as of  September 30, 2026. See Note 6 - Deferred Revenue for additional information.

 

Other noncurrent assets

 

Other noncurrent assets consist of legal costs incurred to obtain customer contracts and legal costs associated with obtaining financing for the Company’s proposed Galveston LNG liquefaction facility that have been capitalized and will be expensed over the term of the contract or financing term. During the first quarter of 2026, the Company impaired contract costs of $0.1 million associated with a customer contract that was cancelled by the Company. 

 

Recent Accounting Pronouncements

 

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. We adopted this ASU on a prospective basis effective January 1, 2026. The adoption had no impact to our consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" which requires companies to disclose disaggregated information about certain costs and expenses in the notes to the financial statements. ASU 2024-03 is effective for companies for annual reporting periods beginning after December 15, 2026. The requirements can be applied either prospectively or retrospectively. Although early adoption is permitted, the Company intends to adopt the pronouncement when the pronouncement becomes effective on January 1, 2027. The Company does not expect the adoption of ASU 2024-03 to have a significant impact on its consolidated financial statements.

 

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2. REVENUE RECOGNITION

 

We recognize revenues when the transfer of promised goods or services are delivered to our customers in accordance with the applicable customer contract and we are entitled to be paid by the customer. Revenues are measured as consideration specified in the contract and exclude any sales incentives and amounts collected on behalf of third parties. Revenues from contracts with customers are disaggregated into (1) LNG Product (2) rental (3) service and (4) other. Certain contracts may include multiple goods or services such as the usage of equipment and delivery of field support services that are bundled into an all-in price to the customer for each gallon of LNG delivered. Revenue recognition under these contracts requires significant judgment by the Company in order to determine the appropriate accounting for these transactions, including whether performance obligations should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation. The Company has determined that these contracts have multiple performance obligations and the Company allocates the contract price to each performance obligation using its best estimates of the respective standalone selling price of each distinct good or service at the time the contract was negotiated.

 

LNG product revenues

 

LNG product revenues represent the sale of LNG from both produced and purchased sources as well as the transportation performed to deliver the LNG to our customer location. LNG product revenues are recognized upon delivery of the LNG to the customer, at which point the customer controls the product and the Company has an unconditional right to payment. The Company acts as a principal when using third-party transportation companies and therefore recognizes the gross revenue for the supply of LNG. The Company does not differentiate between the revenue from the sale of LNG production and purchased LNG as the criteria for revenue recognition are identical. Some of our contracts contain minimum take-or-pay amounts where a customer has agreed to source a minimum volume of LNG under the contract. Take or pay revenues are only recognized when the customer has failed to take the minimum contracted volumes upon completion of the time period specified within the contract, and the Company has the unconditional right to receive payment for the take or pay amount. Certain of our sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period. Our LNG contracts are generally one to 24 months in duration.

 

Rental revenues

 

Rental revenues are generated from the rental of cryogenic equipment to our customers. Rental revenues are not dependent upon the gallons delivered but based upon day rates or monthly rates for the use of equipment as specifically established within the contract and are disaggregated from LNG product revenues. Revenues related to rental of equipment are recognized under Topic 606 and not ASC 842: Leases, as the Company maintains control of the equipment that the customer uses and can replace the rented equipment with similar equipment should the rented equipment become inoperable or the Company chooses to replace the equipment for maintenance purposes. Revenue is recognized as the rental period is completed and for periods that cross month end, revenue is recognized for the portion of the rental period that has been completed to date. Performance obligations for rental revenue are considered to be satisfied as the rental period is completed based upon the terms of the related contract. The stated rental rates within each contract are representative of the stand-alone rental rates at the time the contract was negotiated.

 

Service revenues

 

Service revenues are generated from engineering and field support services and represent the human resources provided to the customer to support the use of LNG at the customer’s job site. These include support and costs for mobilization and demobilization of equipment at customer sites as well as onsite technical support while customers are consuming LNG. Service revenues are not dependent upon the gallons delivered or rental period but based upon the specific contractual terms and can be based on an event (i.e. mobilization or demobilization) or an hourly rate as specifically established within the contract and are disaggregated from LNG product revenues and rental revenues. Service revenue is recognized as the event is completed or work is done. The stated hourly labor rates in each contract are representative of the stand-alone hourly rates at the time the contract was negotiated.

 

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Table of Contents

 

Other revenues

 

Other revenues are items that, due to their nature, are disaggregated from the categories mentioned above such as expenses incurred by the Company on behalf of the customer that we contractually rebill to our customers on a cost-plus basis. 

 

Disaggregated Revenues

 

The table below presents revenue disaggregated by source, for the three and nine months ended September 30, 2026 and 2025 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues:

 

2026

 

 

2025

 

 

2026

 

 

2025

 

LNG product

 

$11,550

 

 

$17,526

 

 

$31,283

 

 

$46,100

 

Rental

 

 

1,926

 

 

 

1,374

 

 

 

3,466

 

 

 

4,220

 

Service

 

 

1,075

 

 

 

1,245

 

 

 

1,907

 

 

 

4,119

 

Other

 

 

288

 

 

 

180

 

 

 

478

 

 

 

533

 

Total revenues

 

$14,839

 

 

$20,325

 

 

$37,134

 

 

$54,972

 

 

The table below presents revenue disaggregated by geographic location, for the three and nine months ended September 30, 2026 and 2025 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Revenues:

 

2026

 

 

2025

 

 

2026

 

 

2025

 

United States

 

$13,779

 

 

$19,396

 

 

$34,338

 

 

$52,354

 

Mexico

 

 

1,060

 

 

 

929

 

 

 

2,796

 

 

 

2,618

 

Total revenues

 

$14,839

 

 

$20,325

 

 

$37,134

 

 

$54,972

 

 

Variable and Other Revenue Components

 

Certain of our contracts may include rental or services revenue that may vary based on customer demand at stated rates within the contract and are satisfied as the work is authorized by the customer and performed by the Company. LNG product sales agreements may include both fixed and variable fees per gallon of LNG but are representative of the stand-alone selling price for LNG at the time the contract is negotiated. We have concluded that the variable LNG fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct gallon of LNG and recognized when that distinct gallon of LNG is delivered to the customer.

 

Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers, such as sales, use and value-added taxes, are excluded from revenue.

 

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3. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

The Company’s prepaid expenses and other current assets at  September 30, 2026 and  December 31, 2025 consisted of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Prepaid insurance

 

$1,240

 

 

$999

 

Prepaid supplier expenses

 

 

225

 

 

 

254

 

Other receivables

 

 

263

 

 

 

447

 

Deposits

 

 

83

 

 

 

99

 

Other

 

 

547

 

 

 

177

 

Total prepaid expenses and other current assets

 

$2,358

 

 

$1,976

 

  

4. PROPERTY, PLANT AND EQUIPMENT

 

The Company’s property, plant and equipment at  September 30, 2026 and  December 31, 2025 consisted of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Liquefaction plants and systems

 

$57,654

 

 

$57,341

 

Real property and buildings

 

 

2,100

 

 

 

2,082

 

Vehicles and tanker trailers and equipment

 

 

49,954

 

 

 

50,316

 

Computer and office equipment

 

 

884

 

 

 

897

 

Construction in progress

 

 

23,968

 

 

 

14,946

 

Leasehold improvements

 

 

31

 

 

 

31

 

Total

 

 

134,591

 

 

 

125,613

 

Less: accumulated depreciation and amortization

 

 

(76,642)

 

 

(72,666)

Net

 

$57,949

 

 

$52,947

 

 

Depreciation and amortization totaled $1.7 million and $1.8 million for the three months ended  September 30, 2026 and 2025, respectively, and $5.3 million and $5.6 million for the nine months ended September 30, 2026 and 2025, respectively, all of which is included in the Condensed Consolidated Statements of Operations as a separate line item.

 

Construction in progress of $24.0 million and $14.9 million at  September 30, 2026 and December 31, 2025, respectively, primarily relate to the deployment and build-out of liquefaction assets, the purchase of additional liquefaction assets for the Company’s contracts for power generation at data centers to begin first quarter of 2027, and its proposed Galveston LNG liquefaction facility and related LNG bunkering vessel.

     

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5. ACCRUED LIABILITIES

 

The Company’s accrued liabilities at  September 30, 2026 and  December 31, 2025 consisted of the following (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Compensation and benefits

 

$2,999

 

 

$2,573

 

Other taxes payable

 

 

245

 

 

 

158

 

Other accrued liabilities

 

 

157

 

 

 

127

 

Total accrued liabilities

 

$3,401

 

 

$2,858

 

 

6. DEFERRED REVENUE

 

The Company records deferred revenue if we receive consideration, prior to transferring the goods or services, required under the terms of the sales contract, to the customer.

 

Multi-year, On-site Power Generation for a Data Center

 

In February 2026, the Company was awarded a multi-year contract to supply LNG for power generation at a data center. During the three and nine months ended September 30, 2026, the Company received advance payments of $5.0 million and $25.0 million, respectively. LNG deliveries are expected to commence during the first quarter of 2027 and continue through the first quarter of 2029. The advance payments will offset a percentage of each future invoice over the term of the contract, or until fully offset, at which time credit will cease. Under the contract, the Company will utilize the advance payments for the purchase of equipment, securing LNG supply and commissioning expenses incurred by the Company specific to the customer project. The portion of the $25.0 million the Company received that has not been utilized related to the customer project has been classified as restricted cash and cash equivalents and the full amount of the advance payment has been presented as deferred revenue on the Company's Condensed Consolidated Balance Sheet at  September 30, 2026.

 

The Company's deferred revenue at  September 30, 2026 and December 31, 2025 was $25.0 million and $0.0 million, respectively, with $3.8 million classified as current and $21.2 million classified as non-current at  September 30, 2026.

 

7. LEASES

 

Our current leases primarily consist of operating leases for certain facilities and office spaces in Houston, Texas and Monterrey, Mexico. The Company also leases a marine bunkering site in Galveston, Texas, along with certain equipment on a short-term basis. Leases which are less than twelve months or have no cancellation penalties are not recorded on the Condensed Consolidated Balance Sheets.

 

For the three months ended  September 30, 2026 and 2025, lease expense that relates to the Company's capitalized operating was approximately $0.1 million and $0.1 million, respectively. For the nine months ended September 30, 2026 and 2025, lease expense was approximately $4.6 million and $0.2 million, respectively. The $4.6 million in 2026, consists primarily of $4.3 million non-recurring time charter expense, as reflected on the Condensed Consolidated Statements of Operations, which relates to a canceled lease (see “Termination of Time Charter Agreement - Marine Bunkering Vessel” below).

 

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Termination of Time Charter Agreement - Marine Bunkering Vessel

 

On December 12, 2025, the Company entered into a time charter agreement for a marine bunkering vessel (the "Garibaldi") commencing March 1, 2026 (the "time charter"). The Company determined that the time charter represented an operating lease and the Company recorded a right-of-use ("ROU") asset and lease liability of $22.4 million and $21.8 million, respectively, on March 1, 2026. On June 11, 2026, the Company and the owners of the Garibaldi entered into a termination option granting the owners an option to terminate the time charter. On June 24, 2026, the owners exercised that option, and the time charter was terminated. In connection with the termination, the Company incurred a loss on lease cancellation of $1.3 million which is included in "Time charter expense" on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026. The loss on lease cancellation consisted of an early termination fee of $0.8 million payable  January 1, 2027 and the write-off of the remaining balance of the ROU asset of $0.6 million after derecognizing the Company's ROU asset at the amount equal to the cancellation of $18.4 million of lease obligations. The Company no longer has any ROU asset related to the Garibaldi. At  September 30, 2026, the only remaining obligation is the $0.8 million early termination fee that is payable on January 1, 2027 which is included in accounts payable on the Company's Condensed Consolidated Balance Sheet at  September 30, 2026.

 

Statement of cash flow impacts resulting from differences between operating lease payments and operating lease expense are included within “Other” on the Company's Statement of Cash Flows within Cash Flows from Operating Activities for the nine months ended September 30, 2026 and 2025. The following table summarizes cash flow items related to both operating and finance leases for the nine months ended September 30, 2026 and 2025 (in thousands):

 

 

 

 

September 30,

 

 

September 30,

 

Cash flow information related to leases:

 

2026

 

 

2025

 

Amortization of right-of-use assets

 

$

3,699

 

 

$

18

 

Change in operating lease liabilities

 

 

(3,569

)

 

 

(196

)

Payments for right-of-use assets

 

 

(837

)

 

 

—

 

Interest paid on finance leases

 

 

—

 

 

 

18

 

 

8. DEBT

 

During the three months ended  September 30, 2026 and 2025, interest expense was $0.1 million and $0.1 million, respectively, and the Company capitalized interest of $0.2 million and $0.1 million, respectively. During the nine months ended September 30, 2026 and 2025, interest expense was $0.1 million and $0.2 million, respectively, and the Company capitalized interest of $0.5 million and $0.3 million, respectively, which is included in property, plant and equipment (see Note 4).

 

Revolving Credit Facility

 

On June 29, 2026, the Company, along with its subsidiaries, Stabilis LNG Eagle Ford LLC, Stabilis GDS, Inc. and Stabilis LNG Port Allen, LLC (collectively, the "Borrower") entered into a Second Modification Agreement and Amendment to Other Loan Documents (the “Second Modification Agreement”) with The Huntington National Bank, as successor by merger to Cadence Bank (the “Bank”), amending that certain Loan Agreement dated as of June 9, 2023, by and among the Borrowers and the Bank (the “Loan Agreement”).

 

The Second Modification Agreement amends the Loan Agreement to, among other things: (i) revise the financial covenant under the Loan Agreement to require the Borrowers to maintain a minimum Fixed Charge Coverage Ratio of 1.20 to 1.00, tested as of the last day of each fiscal quarter on a trailing twelve-month basis, commencing with the fiscal quarter ending March 31, 2027; and (ii) establish a segregated, blocked deposit account maintained with and under the control of the Bank (the “Cash Collateral Account”), funded with at least $5,000,000, as collateral security for the obligations under the Loan Agreement. Until the Borrowers demonstrate compliance with the minimum Fixed Charge Coverage Ratio for two consecutive fiscal quarters, commencing with the fiscal quarter ending March 31, 2027, availability under the revolving credit facility is limited to the amount on deposit in the Cash Collateral Account (subject to a cap of $10.0 million), after which availability will be determined by the borrowing base, up to a maximum of $10.0 million, and the Cash Collateral Account will be terminated and released to the Borrowers. In connection with the Second Modification Agreement, the Borrowers paid the Bank an upfront fee of $15 thousand.

 

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Secured Term Note

 

On April 8, 2021, the Company entered into a loan agreement (the “AmeriState Loan Agreement”) with AmeriState Bank (“Lender”) to provide for an advancing loan facility in the aggregate principal amount of up to $10.0 million (the “AmeriState Loan”). The AmeriState Loan Agreement is secured by specific equipment owned by the Company. On September 19, 2023, the AmeriState Loan Agreement was amended (the "First Amendment") for the purpose of substituting certain items of collateral under the AmeriState Loan Agreement. The AmeriState Loan is a term loan facility, matures on April 8, 2031 and bears interest at the U.S. prime lending rate plus 2.5% per annum, 9.5% at  September 30, 2026. The AmeriState Loan provides that proceeds from borrowings may be used for working capital purposes at the Company’s liquefaction plant in George West, Texas and related fees and costs associated with the AmeriState Loan. As of  September 30, 2026, all available amounts had been drawn under the AmeriState loan with  $7.3 million remaining outstanding.

 

The AmeriState Loan Agreement requires the Company to meet certain financial covenants which include a debt-to-net-worth ratio of not more than 9.1 to 1.0 and a debt service coverage ratio of not less than 1.2 to 1.0 as of the last day of each calendar year. During the three months ended June 30, 2026, the Company amended its AmeriState Loan Agreement to clarify that compliance with its financial covenants is measured and calculated only on an annual basis at December 31, of each year.

 

Insurance Notes Payable

 

The Company finances its annual commercial insurance premiums for its business operations. For the 2026-2027 policies, the amount financed was $1.1 million. The Company makes equal monthly payments of principal and interest over the term, with an interest rate of 7.26%. The renewal occurs each September.  The outstanding principal on the note at  September 30, 2026, was $1.0 million.

 

9. RELATED PARTY TRANSACTIONS

 

Casey Crenshaw (our Executive Chairman of the Board and Interim President and Chief Executive Officer) is the beneficial owner of 50% of The Modern Group and is deemed to jointly control The Modern Group with a family member. From time to time, the Company purchases supplies and services from subsidiaries of The Modern Group.

 

For the three months ended  September 30, 2026 and 2025, the Company had purchases of $2 thousand and $0.1 million with The Modern Group, respectively. For the nine months ended September 30, 2026 and 2025, the Company had purchases of $3 thousand and $0.2 million, respectively. The Company had sales to The Modern Group during the three and nine months ended September 30, 2026 of $31 thousand, with no sales during the three and nine months ended September 30, 2025. As of  September 30, 2026 and  December 31, 2025, the Company had accounts receivable due from The Modern Group of $31 thousand and $0, respectively, and no accounts payable due to The Modern Group as of  September 30, 2026 and  December 31, 2025.

 

Chart Energy and Chemicals, Inc. ("Chart"), acquired by Baker Hughes Company in the third quarter 2026 and now a subsidiary of Baker Hughes Company, beneficially owns 7.9% of our outstanding common stock at  September 30, 2026. For the three months ended  September 30, 2026 and 2025, the Company had no purchases from Chart. For the nine months ended September 30, 2026 and 2025, the Company had purchases of $2.0 million and $0.1 million, respectively, from Chart. The Company had no sales to Chart during the three and nine months ended September 30, 2026 and 2025. The Company had no accounts receivable due from Chart at  September 30, 2026 and  December 31, 2025. The Company had accounts payable due to Chart at  September 30, 2026 and  December 31, 2025, of $0 and $9 thousand, respectively.

 

10. COMMITMENTS AND CONTINGENCIES

 

Environmental Matters

 

The Company is subject to federal, state and local environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations that would have a material impact on the Company’s condensed consolidated financial position, results of operations or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state and local environmental laws and regulations.

 

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Table of Contents

 

Litigation, Claims and Contingencies

 

The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is also subject to audit by tax and other authorities for varying periods in various federal, state and local jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company’s condensed consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and it believes the ultimate resolution of these matters will not have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or liquidity.

 

11. SUPPLEMENTAL CASH FLOW INFORMATION

 

The Company's supplemental disclosure of cash flow information for the nine months ended September 30, 2026 and 2025 is as follows (in thousands):

 

 

 

Nine Months Ended

 

 

 

September 30,

 

Supplemental Disclosure of Cash Flow Information:

 

2026

 

 

2025

 

Interest paid

 

$526

 

 

$430

 

Income taxes paid

 

 

417

 

 

 

261

 

Significant non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Acquisition of fixed assets included within accounts payable and accrued expenses

 

$274

 

 

$335

 

ROU assets acquired under operating leases

 

 

21,758

 

 

 

876

 

ROU assets and operating lease obligations derecognized upon lease termination

 

 

18,389

 

 

 

—

 

Insurance premium financing

 

 

1,085

 

 

 

1,026

 

 

12. NET INCOME (LOSS) PER SHARE

 

The calculation of net income (loss) per common share for the three months and nine months ended September 30, 2026 and 2025 are presented below. For all periods presented, there were no dilutive securities outstanding. Outstanding stock options of 331,931 that were vested and unexercised were excluded for all periods, as the exercise price exceeded the market price at the end of each period, in addition to where it would be anti-dilutive in periods with net losses.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Weighted average shares:

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Basic weighted average number of common shares outstanding

 

 

18,596,301

 

 

 

18,596,301

 

 

 

18,596,301

 

 

 

18,594,677

 

Dilutive securities

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total shares including dilutive securities

 

 

18,596,301

 

 

 

18,596,301

 

 

 

18,596,301

 

 

 

18,594,677

 

 

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Net income (loss)

 

$

189

 

 

$

1,119

 

 

$

(8,524

)

 

$

(1,092

)

 

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Net income (loss) per common share:

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Basic net income (loss) per common share

 

$

0.01

 

 

$

0.06

 

 

$

(0.46

)

 

$

(0.06

)

Diluted net income (loss) per common share

 

$

0.01

 

 

$

0.06

 

 

$

(0.46

)

 

$

(0.06

)

 

 

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Table of Contents

 

 

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

 

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q (“this Report”) and the consolidated financial statements included in the 2025 Annual Report on Form 10-K filed on March 5, 2026 with the U.S. Securities and Exchange Commission (the “SEC”). Historical results and percentage relationships set forth in the Condensed Consolidated Statements of Operations and Cash Flows, including trends that might appear, are not necessarily indicative of future operations or cash flows.

 

Overview

 

Stabilis Solutions, Inc. and its subsidiaries provide turnkey clean energy production, storage, transportation, and fueling solutions using liquefied natural gas (“LNG”). We serve customers across a diverse range of end markets, including aerospace, agriculture, industrial, marine bunkering, mining, oil and gas, pipeline, and utility, as well as remote power applications such as data centers. LNG can be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. LNG can also be used to replace a variety of fuels, including distillate fuel oil, such as diesel and marine gas oil, and propane, among others, to provide environmental and economic benefits. Increasingly, LNG is being utilized as a transportation fuel in the marine industry and as a propellant in the private rocket launch sector. We believe that these fuel markets are large and provide significant opportunities for LNG usage.

 

The Company generates revenue by selling and delivering LNG to our customers, renting cryogenic equipment and providing engineering and field support services. We sell our products and services separately or as a bundle depending on the customer’s needs. Pricing depends on market pricing for natural gas and competing fuel sources (such as diesel, fuel oil, and propane among others), as well as the customer’s purchased volume, contract duration and credit profile.

 

LNG Production and Sales—Stabilis builds and operates cryogenic natural gas processing facilities, called “liquefiers,” which convert natural gas into LNG through a purification and multiple stage cooling process. We currently own and operate a liquefier that can produce up to 100,000 LNG gallons per day in George West, Texas and a liquefier that can produce up to 30,000 LNG gallons per day in Port Allen, Louisiana. The Company continues to seek expansion of its own liquefaction capacity as described in "Expanding Markets and Strategic Expansion Efforts" below. We also purchase LNG from third-party production sources which allows us to support customers in markets where we do not own liquefiers. We make the determination of LNG supply sources based on the cost of LNG, the transportation cost to deliver to customer locations, and the reliability of the supply source. Revenues earned from the production and sales of LNG are included within LNG product revenue.

 

Transportation and Logistics Services—Stabilis offers our customers a “virtual natural gas pipeline” by providing turnkey LNG transportation and logistics services in North America. We deliver LNG to our customers’ work sites from both our own production facilities and our network of third-party production sources located throughout North America. We own a fleet of cryogenic trailers to transport and deliver LNG. We also outsource similar equipment and transportation services for LNG from qualified third-party providers as required to support our customer base. Revenues earned from the transportation and logistical services of LNG to our customers are included within LNG product revenue.

 

Cryogenic Equipment Rental—Stabilis operates a fleet of mobile LNG storage and vaporization assets, including: transportation trailers, ISO containers, electric and gas-fired vaporizers, ambient vaporizers, storage tanks, and mobile vehicle fuelers. We also own several stationary storage and regasification assets. We believe this is one of the largest fleets of small-scale LNG equipment in North America. Our fleet consists primarily of trailer-mounted mobile assets, making delivery to and between customer locations more efficient. We deploy these assets on job sites to provide our customers with the equipment required to transport, store, and consume LNG in their operations. Revenues earned from cryogenic equipment rental are included within Rental revenue.

 

Engineering and Field Support Services—Stabilis has experience in the safe, cost effective, and reliable use of LNG in multiple customer applications. We have also developed many processes and procedures that we believe improve our customers’ use of LNG in their operations. Our engineers help our customers design and integrate LNG into their operations and our field service technicians help our customers mobilize, commission and reliably operate on the job site. Revenues earned from engineering and field support services are included within Service revenue.

 

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Table of Contents

 

Expanding Markets and Strategic Expansion Efforts

 

Multi-year On-site Power Generation for a Data Center

 

In February 2026, the Company was awarded a multi-year take-or-pay contract to supply LNG for behind-the-meter power generation for a world-leading provider of remote and temporary power generation at a data center. LNG deliveries are expected to commence during the first quarter of 2027 and continue through the first quarter of 2029. Total revenue under the initial multi-year term of the contract is estimated to be approximately $200 million. The Company received $25.0 million in advance payments from the customer; of which, the final advance payment of $5.0 million was received in the third quarter of 2026. Advance payments will offset a percentage of each future invoice over the term of the contract, until fully offset, at which time the credit will cease. The Company may utilize the advance payments for the purchase of equipment, securing LNG supply and commissioning expenses incurred by the Company specific to the customer project. The portion of the $25.0 million that has not been utilized related to the customer project has been classified as restricted cash and cash equivalents. The full amount of the advance payment has been presented as deferred revenue on the Company's Condensed Consolidated Balance Sheet at September 30, 2026. See additional discussion in Note 1 and Note 6 of the Notes to Condensed Consolidated Financial Statements.

 

Proposed Galveston LNG Liquefaction Facility and Jones Act-compliant LNG Bunkering Vessel

 

In 2025, the Company announced development of a proposed new 350,000 gallon-per-day, waterfront LNG liquefaction facility in Galveston, Texas. The Company has entered into a ten-year LNG supply bunkering agreement with a global marine cruise vessel operator to supply LNG for approximately 16% of the proposed project's planned capacity and to anchor development of the proposed facility. The Company continues to advance development of the facility and is engaged in discussions with multiple potential customers to secure the remaining offtake and to advance the project toward an expected Final Investment Decision ("FID") later in 2026 or early 2027. The total capital required for the project is estimated at $350 million to $400 million. The proposed Galveston LNG liquefaction facility is expected to be strategically located to support and expand the Company's marine bunkering services to additional marine markets. With the construction of the facility, the Company plans to commission a dedicated Jones Act-compliant LNG bunkering vessel to serve the Port of Galveston, Port of Houston and surrounding Gulf Coast markets. This vessel would transport LNG from the facility directly to customer vessels. Together, the proposed new LNG facility and new bunkering vessel are expected to create a fully integrated, last-mile LNG delivery solution for customers.

 

Geopolitical events in the Middle East with the U.S. and Iran conflict

 

Recent geopolitical developments in the Middle East, including the U.S. conflict with Iran, may contribute to an increase in energy related costs and related market uncertainties. The Company's customer pricing structure for natural gas is primarily based off a monthly index and may absorb most, if not all, volatility associated with the price of natural gas; however, there can be no assurance that the Company will not be adversely impacted by resulting energy cost and market uncertainties resulting from the Iran conflict. The Company continues to monitor the developments.

 

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Table of Contents

 

Results of Operations

 

Stabilis supplies LNG to multiple end markets in North America and provides turnkey fuel solutions to help users of propane, diesel and other crude-based fuel products convert to LNG. 

 

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

 

During the fourth quarter of 2025, two multi-year customer contracts concluded in accordance with their terms. The completed contracts were for temporary remote power in Louisiana, and the Company’s truck-to-vessel LNG marine bunkering services in Galveston, Texas. The two contracts accounted for approximately 19% and 32% of 2025 annual revenues, respectively. As a result, the third quarter of 2026 results were lower for the period.

 

The comparative tables below reflect our consolidated operating results for the three months ended September 30, 2026 (the “Current Quarter”) as compared to the three months ended September 30, 2025 (the “Prior Year Quarter”) (unaudited, amounts in thousands, except for percentages).

  

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LNG product

 

$ 11,550

 

 

$ 17,526

 

 

$ (5,976

)

 

 

(34.1

)

Increase / (decrease) in gallons delivered

 

 

(6,659 )

 

 

 

 

 

 

 

 

 

 

n/a

 

Rental

 

 

1,926

 

 

 

1,374

 

 

 

552

 

 

 

40.2

 

Service

 

 

1,075

 

 

 

1,245

 

 

 

(170

)

 

 

(13.7

)

Other

 

 

288

 

 

 

180

 

 

 

108

 

 

 

60.0

 

Total revenues

 

 

14,839

 

 

 

20,325

 

 

 

(5,486

)

 

 

(27.0

)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

10,506

 

 

 

14,723

 

 

 

(4,217 )

 

 

(28.6 )

Change in unrealized loss on natural gas derivatives

 

 

—

 

 

 

19

 

 

 

(19 )

 

 

n/a

 

Selling, general and administrative expenses

 

 

2,517

 

 

 

2,783

 

 

 

(266 )

 

 

(9.6 )

Loss from disposal of fixed assets

 

 

1

 

 

 

165

 

 

 

(164

)

 

 

n/a

 

Depreciation and amortization

 

 

1,748

 

 

 

1,842

 

 

 

(94 )

 

 

(5.1 )

Total operating expenses

 

 

14,772

 

 

 

19,532

 

 

 

(4,760 )

 

 

(24.4 )

Income from operations before equity income

 

 

67

 

 

 

793

 

 

 

(726 )

 

 

(91.6 )

Net equity income from foreign joint venture operations

 

 

96

 

 

 

278

 

 

 

(182 )

 

 

(65.5 )

Income from operations

 

 

163

 

 

 

1,071

 

 

 

(908

)

 

 

(84.8

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

49

 

 

 

84

 

 

 

(35 )

 

 

(41.7 )

Other expense, net

 

 

(25

)

 

 

(35 )

 

 

10

 

 

 

(28.6

)

Total other income (expense)

 

 

24

 

 

 

49

 

 

 

(25 )

 

 

(51.0 )

Income before income tax expense

 

 

187

 

 

 

1,120

 

 

 

(933

)

 

 

(83.3

)

Income tax expense (benefit)

 

 

(2

)

 

 

1

 

 

 

(3 )

 

 

n/a

 

Net income

 

$ 189

 

 

$ 1,119

 

 

$ (930

)

 

 

(83.1

)

 

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Revenue

 

During the Current Quarter, revenues decreased  $5.5 million, or 27%, compared to the Prior Year Quarter. The change in revenue primarily related to:

 

 

●

Decreased gallons of LNG delivered in the Current Quarter, due to the conclusion of two contracts, compared to the Prior Year Quarter resulting in a decrease in revenues of $6.6 million; and

 

 

●

Decreased average natural gas prices in the Current Quarter compared to the Prior Year Quarter resulting in a decrease in revenues of $0.3 million.

 

The decreases were partially offset by increases in revenues for:

 

 

●

Higher average pricing from favorable customer mix in the Current Quarter compared to the Prior Year Quarter, resulting in an increase in revenues of $0.6 million;

 

 

●

Increased rental and other revenues in the Current Quarter compared to the Prior Year Quarter, resulting in an increase in revenues of $0.5 million; and

 

 

●

Increase in take-or-pay revenues in the Current Quarter compared to the Prior Year Quarter resulting in an increase in revenues of $0.3 million.

 

Operating Expenses

 

Cost of revenues. Cost of revenues decreased $4.2 million, or 29%, compared to the Prior Year Quarter. As a percentage of revenue, these costs were 71% and 72% in the Current Quarter and the Prior Year Quarter, respectively. The decrease in cost of revenues was primarily attributable to:

 

 

●

Decreased gallons of LNG delivered in the Current Quarter compared to the Prior Year Quarter resulting in a decrease in cost of revenues of $4.5 million.

 

The decrease was partially offset by increases in cost of revenues for:

 

 

●

Increased rental, service and other cost of revenues in the Current Quarter compared to the Prior Year Quarter resulting in an increase in cost of revenues of $0.2 million; and

 

 

●

Higher average transportation and liquefaction costs in the Current Quarter compared to the Prior Year Quarter resulting in an increase in cost of revenues of $0.1 million.

 

Change in unrealized loss on natural gas derivatives. In the Prior Year Quarter, the Company had an unrealized loss of $19 thousand on change in unrealized loss on natural gas derivatives. The Company had no unrealized gain or loss in the Current Quarter, and did not hold any natural gas derivatives during the Current Quarter.

 

Selling, general and administrative expenses. Selling, general and administrative expenses decreased $0.3 million in the Current Quarter compared to the Prior Year Quarter. The decrease is primarily related to lower compensation expense, partially offset by higher professional fees.

 

Depreciation and amortization. Depreciation and amortization decreased $0.1 million during the Current Quarter as compared to the Prior Year Quarter primarily due to assets reaching the end of their depreciable lives partially offset by recent acquisitions of fixed assets.

 

Net equity income from foreign joint venture operations. Equity income from the Company's foreign joint venture decreased by $0.2 million in the Current Quarter compared to the Prior Year Quarter due to decreased net profits by the joint venture.

 

Interest income, net. Interest income, net was $49 thousand in the Current Quarter compared to $0.1 million in the Prior Year Quarter. In both periods, interest income, net related to interest earned on the Company's cash balances.

 

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Other expense, net. Other expense, net was $25 thousand during the Current Quarter compared to $35 thousand in the Prior Year Quarter related to, in both periods, transactional foreign exchange gains (losses).

 

Income tax expense (benefit). The Company incurred state and foreign income tax benefit of $2 thousand during the Current Quarter compared to income tax expense of $1 thousand during the Prior Year Quarter. Income tax benefit for the Current Quarter and income tax expense for the Prior Year Quarter primarily related to state income taxes. No U.S. federal income taxes were recorded for the Current Quarter or Prior Year Quarter as any net U.S. deferred tax assets generated from operating losses or used from operating income were offset by a change in the Company's valuation allowance on net deferred tax assets.

 

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

 

During the the fourth quarter of 2025, two multi-year customer contracts concluded in accordance with their terms. The completed contracts were for temporary remote power in Louisiana, and the Company’s truck-to-vessel LNG marine bunkering services in Galveston, Texas. The two contracts accounted for approximately 19% and 32% of 2025 annual revenues, respectively. As a result, the first nine months ended September 30, 2026 results were lower for the period.

 

The comparative tables below reflect our consolidated operating results for the nine months ended September 30, 2026 (the “Current Year”) as compared to the nine months ended September 30, 2025 (the “Prior Year”) (unaudited, amounts in thousands, except for percentages).

  

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LNG product

 

$ 31,283

 

 

$ 46,100

 

 

$ (14,817 )

 

 

(32.1 )

Increase / (decrease) in gallons delivered

 

 

(14,754 )

 

 

 

 

 

 

 

 

 

 

n/a

 

Rental

 

 

3,466

 

 

 

4,220

 

 

 

(754

)

 

 

(17.9

)

Service

 

 

1,907

 

 

 

4,119

 

 

 

(2,212 )

 

 

(53.7 )

Other

 

 

478

 

 

 

533

 

 

 

(55

)

 

 

(10.3

)

Total revenues

 

 

37,134

 

 

 

54,972

 

 

 

(17,838 )

 

 

(32.4 )

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

28,596

 

 

 

40,235

 

 

 

(11,639 )

 

 

(28.9 )

Time charter expense

 

 

4,342

 

 

 

—

 

 

 

4,342

 

 

 

n/a

 

Change in unrealized gain on natural gas derivatives

 

 

—

 

 

 

(5 )

 

 

5

 

 

 

n/a

 

Selling, general and administrative expenses

 

 

7,814

 

 

 

10,847

 

 

 

(3,033 )

 

 

(28.0 )

Loss from disposal of fixed assets

 

 

1

 

 

 

62

 

 

 

(61

)

 

 

n/a

 

Impairment

 

 

71

 

 

 

—

 

 

 

71

 

 

 

n/a

 

Depreciation and amortization

 

 

5,310

 

 

 

5,569

 

 

 

(259 )

 

 

(4.7 )

Total operating expenses

 

 

46,134

 

 

 

56,708

 

 

 

(10,574 )

 

 

(18.6 )

Loss from operations before equity income

 

 

(9,000 )

 

 

(1,736 )

 

 

(7,264

)

 

 

n/a

 

Net equity income from foreign joint venture operations

 

 

538

 

 

 

696

 

 

 

(158

)

 

 

(22.7

)

Loss from operations

 

 

(8,462

)

 

 

(1,040

)

 

 

(7,422

)

 

 

713.7

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

190

 

 

 

129

 

 

 

61

 

 

 

47.3

 

Other expense, net

 

 

(99

)

 

 

(71

)

 

 

(28

)

 

 

39.4

 

Total other income (expense)

 

 

91

 

 

 

58

 

 

 

33

 

 

 

56.9

 

Loss before income tax expense

 

 

(8,371

)

 

 

(982

)

 

 

(7,389

)

 

 

752.4

 

Income tax expense

 

 

153

 

 

 

110

 

 

 

43

 

 

 

39.1

 

Net loss

 

$ (8,524

)

 

$ (1,092

)

 

$ (7,432

)

 

 

680.6

 

 

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Revenue

 

During the Current Year, revenues decreased $17.8 million, or 32%, compared to the Prior Year. The change in revenue primarily related to:

 

 

●

Decreased gallons of LNG delivered in the Current Year due to the conclusion of two contracts, compared to the Prior Year resulting in a decrease in revenues of $15.3 million;

 

 

●

Decreased rental, service and other revenues in the Current Year compared to the Prior Year, resulting in a decrease in revenues of $3.0 million.

 

 

●

Decreased average natural gas prices in the Current Year compared to the Prior Year resulting in a decrease in revenues of $0.9 million; and

 

These decreases were partially offset by increased revenues of $1.4 million related to:

 

 

●

Higher average pricing from favorable customer mix in the Current Year compared to the Prior Year, resulting in an increase in revenues of $1.1 million;

 

 

●

Increase in take-or-pay revenues in the Current Year compared to the Prior Year resulting in an increase in revenues of $0.3 million.

 

Operating Expenses

 

Cost of revenues. Cost of revenues decreased $11.6 million, or 29% compared to the Prior Year. As a percentage of revenue, these costs were 77% and 73% in the Current Year and the Prior Year, respectively. The change in cost of revenues was primarily attributable to:

 

 

●

Decreased gallons of LNG delivered in the Current Year compared to the Prior Year resulting in a decrease in cost of revenues of $10.4 million;

 

 

●

Decreased rental, service and other revenues in the Current Year compared to the Prior Year, resulting in a decrease in cost of revenues of $1.2 million; and

 

 

●

Decreased average natural gas prices in the Current Year compared to the Prior Year resulting in a decrease in cost of revenues of $0.9 million; and

 

The decrease was partially offset by increased cost of revenues of $0.8 million primarily related to an increase in liquefaction costs in the Current Year compared to the Prior Year.

 

Time charter expense. The Company recognized time charter expense and cancellation charges of $4.3 million in the Current Year related to the time charter of the Garibaldi which was terminated on June 24, 2026. See also Note 7 of the Notes to Condensed Consolidated Financial Statements.

 

Change in unrealized gain on natural gas derivatives. In the Prior Year, the Company had an unrealized gain of $5 thousand on change in unrealized gain on natural gas derivatives. The Company had no unrealized gain or loss in the Current Year, and did not hold any natural gas derivatives during the Current Year.

 

Selling, general and administrative expenses. Selling, general and administrative expenses decreased $3.0 million in the Current Year compared to the Prior Year. Mr. Ballard's severance related expenses were $2.1 million in the Prior Year in addition to higher compensation expense incurred in the Prior Year.

 

Depreciation and amortization. Depreciation and amortization decreased $0.3 million during the Current Year as compared to the Prior Year primarily due to assets reaching the end of their depreciable lives partially offset by recent acquisitions of fixed assets.

 

Loss on disposal of assets. The Company recognized a loss on disposal of assets of $1 thousand and $0.1 million in the Current Year and Prior Year, respectively. The loss in the Prior Year related to a damaged trailer, partially offset by the sale of an asset in which proceeds of $0.2 million were received.

 

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Table of Contents

 

Impairment. The Company recognized impairment charges of $0.1 million in the Current Year which related to capitalized costs from a cancelled contract. The Company did not incur any impairment charges in the Prior Year.

 

Net equity income from foreign joint venture operations. Equity income from the Company's foreign joint venture decreased by $0.2 million in the Current Year due to decreased net profits of the joint venture.

 

Interest income. Interest income, net was $0.2 million in the Current Year compared to $0.1 million in the Prior Year. In both periods, interest income, net related to interest earned on the Company's cash balances. 

 

Other income (expense). Other expense was $0.1 million during both the Current Year and the Prior Year primarily related to transactional foreign exchange gains (losses).

 

Income tax expense. The Company incurred state and foreign income tax expense of $0.2 million during the Current Year compared to $0.1 million during the Prior Year. Income tax expense for the Current Year and Prior Year primarily related to foreign taxes incurred on dividends received from the Company's joint venture. No U.S. federal income taxes were recorded for the Current Year or Prior Year as any net U.S. deferred tax assets generated from operating losses or used from operating income were offset by a change in the Company's valuation allowance on net deferred tax assets.

 

Liquidity and Capital Resources

 

The Company's principal sources of liquidity in the Current Quarter consisted of cash provided by operations, including customer advance payments and cash on hand. The Company's principal source of liquidity through the first nine months ended September 30, 2026, also included dividends received from its joint venture and borrowings under its AmeriState loan. The Company used its liquidity to invest in fixed assets to support growth, as well as to pay interest and principal amounts outstanding under our debt agreements.

 

As of September 30, 2026, we had $1.5 million in unrestricted cash and cash equivalents on hand and $16.8 million in restricted cash, $8.9 million in outstanding debt (net of debt issuance costs) and operating lease obligations (of which $2.7 million is due in the next twelve months). The Company has availability under its debt agreements of $5.0 million.

 

The Company is subject to substantial business risks and uncertainties inherent in the LNG industry and there is no assurance that the Company will be able to generate sufficient cash flows in the future to sustain itself or to support future growth. Management believes the business will generate sufficient cash flows from its operations along with availability under the Company's debt agreements to fund its ongoing business for the next twelve months. While we believe we have sufficient liquidity and capital resources to fund our ongoing operations and repay our debt over the next twelve months, we will require additional capital to fund business expansion. Our current expansion efforts include the construction of the proposed Galveston LNG liquefaction facility and commencement of operations to service our multi-year data center power generation contract beginning in 2027 which will require engineering expenditures, additional equipment, rolling stock, commissioning and near-term working capital as the Company commissions operations.

 

As of September 30, 2026, the Company was in compliance with all financial covenants under its debt agreements. The Company’s efforts to expand its business include anticipated significant capital expenditures and a successful financing transaction associated with the proposed Galveston LNG liquefaction facility, all of which are yet to occur.

 

We will continue to monitor covenant compliance closely and evaluate additional actions which may include reducing discretionary capital expenditures, delaying certain growth initiatives, or seeking alternative sources of financing if needed. The Company believes that its relations with its lenders are good and that a waiver could be obtained in the event a violation occurred; however, there can be no assurance that additional actions taken by the Company, if required, could prevent a possible covenant violation or that the Company would be successful in obtaining a covenant waiver in the event a covenant violation occurred.

 

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Table of Contents

 

Cash Flows

 

Cash flows provided by (used in) our operating, investing and financing activities are summarized below (unaudited, in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

Operating activities

 

$ 23,370

 

 

$ 7,934

 

Investing activities

 

 

(11,520 )

 

 

(4,788 )

Financing activities

 

 

(939 )

 

 

(1,843 )

Effect of exchange rate changes on cash

 

 

4

 

 

 

15

 

Net increase in cash, cash equivalents and restricted cash and cash equivalents

 

 

10,915

 

 

 

1,318

 

Cash, cash equivalents and restricted cash and cash equivalents, beginning of period

 

 

7,459

 

 

 

8,987

 

Cash, cash equivalents and restricted cash and cash equivalents, end of period

 

$ 18,374

 

 

$ 10,305

 

 

Operating Activities

 

Net cash provided by operating activities totaled $23.4 million for the nine months ended September 30, 2026 compared to $7.9 million for the same period in 2025. The increase in net cash provided by operating activities of $15.4 million as compared to the Prior Year was primarily attributable to $25.0 million of advance payments received on the multi-year data center power generation contract to begin in the first quarter of 2027. The advance payments represent deferred revenue and is classified in restricted cash. These amounts were partially offset by the higher net loss incurred for the nine months ended September 30, 2026 compared to the same period in 2025.

 

Investing Activities

 

Net cash used in investing activities totaled $11.5 million for the nine months ended September 30, 2026 compared to $4.8 million for the nine months ended September 30, 2025. The increase in net cash used in investing activities in the Current Year of $6.7 million was primarily due to cash paid for capital expenditures to support growth including the multi-year data center power generation contract to begin in the first quarter of 2027.

 

Financing Activities

 

Net cash used in financing activities totaled $0.9 million for the nine months ended September 30, 2026, compared to $1.8 million for the nine months ended September 30, 2025. The decrease in cash used in financing activities in the Current Year compared to the Prior Year is due to proceeds received under the AmeriState Loan of $1.0 million partially offset by increased loan payments in the Current Year under the AmeriState Loan.

 

Future Cash Requirements

 

We believe we have sufficient liquidity and capital resources to fund our operations and repay our debt.

 

We require cash to fund our operating expenses and working capital requirements, including costs associated with gas purchases, capital expenditures, debt repayments, equipment purchases, maintenance of LNG production facilities, mergers and acquisitions (if any), pursuing market expansion, supporting sales and marketing activities and other general corporate purposes. During the nine months ended September 30, 2026, the Company incurred a net loss of $8.5 million as a result of the conclusion of two customer contracts, and vessel charter costs, related to non-recurring time charter expenses of a canceled lease. However, the Company recognized net income of $0.2 million for the three months ended September 30, 2026 and anticipates its future profitability and operating cash flow to improve based on the multi-year take-or-pay contract, among other planned business, as discussed above in “Expanding Markets and Strategic Expansion Efforts”.

 

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Table of Contents

 

Our current expansion efforts include the construction of the proposed new Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel and the commencement of operations for the multi-year data center power generation contract beginning in 2027 (discussed below). We may elect to pursue additional financing activities such as refinancing existing debt, obtaining new debt, or debt or equity offerings to provide flexibility with our cash management. Certain of these alternatives may require the consent of current lenders or stockholders, and there is no assurance that we will be able to execute any of these alternatives on acceptable terms or at all.

 

Capital expenditures for the nine months ended September 30, 2026 were $11.5 million and primarily related to preliminary work and ordering of long lead time items, related to the Company's proposed new Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel, and its multi-year data center power generation contract. Capital expenditures also related to refurbishments and upgrades to existing assets and rolling stock. Other future capital expenditures will be dependent upon business needs, as well as the availability of additional capital at favorable terms which is difficult to predict. At September 30, 2026, the Company had open purchase orders and commitments related to capital expenditures of approximately $6.7 million and the Company continues to advance the proposed new Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel, and scale for its multi-year data center power generation contract. See additional discussion regarding the Company's potential expansion efforts below.

 

Expansion Efforts

 

Multi-year, On-site Power Generation for a Data Center

 

In February 2026, the Company was awarded a multi-year contract to supply LNG for power generation at a data center. LNG deliveries are expected to commence during the first quarter of 2027 and continue through the first quarter of 2029. The supply agreement will require investment of up to $25.0 million in capital additions and working capital needed to secure LNG supply and fund the commissioning of the project. The Company received advance payments totaling $25.0 million during the nine months ended September 30, 2026. 

 

Proposed New Galveston LNG Liquefaction Facility and Jones Act-compliant Bunkering Vessel 
 

The Company continues to advance its proposed Galveston liquefaction facility along with a Jones Act-compliant LNG bunkering vessel toward an expected FID later in 2026 or early 2027. The Company has secured customer commitments for approximately 16% of the project’s proposed 350,000 gallons-per-day capacity and remains engaged in discussions with multiple potential customers to secure the remaining offtake. Total investment in the Company’s proposed Galveston liquefaction facility is estimated at $350 million to $400 million. The financing and structure of the proposed Galveston liquefaction facility is anticipated to be in the form of a separate entity with a combination of third-party equity and debt that would be nonrecourse to the Company. The Company does not intend to commit to the use of significant additional funds related to the proposed Galveston LNG liquefaction facility without first securing the financing. There is no guarantee that additional financing will be available or available at terms that would be beneficial to the Company. 

 

At September 30, 2026, the Company has capitalized $9.7 million of costs related to the proposed new Galveston LNG liquefaction facility and related LNG marine bunkering vessel. In the event the Company determines that it is not probable that it will secure financing to advance the proposed Galveston liquefaction facility, the Company will need to asses the capitalized costs for impairment. However, such impairment, if any, would not result in any future cash requirement to the Company.

 

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Table of Contents

 

Shelf Registration Statement

 

The Company filed a registration statement on Form S-3 (the "Shelf Registration"), which was declared effective on March 26, 2026. The Shelf Registration is for a period of three years, expiring on March 25, 2029, and permits the Company to issue up to $100 million (subject the limitations described below) in either common stock, preferred stock, warrants or a combination of the above. On April 17, the Company filed a prospectus supplement to the Shelf Registration pursuant to which the Company may offer and sell shares of common stock directly to the public “at the market” (the "ATM") as permitted in Rule 415 under the Securities Act pursuant to an Equity Distribution Agreement entered into between the Company and Johnson Rice & Company L.L.C., as sales agent. The Company is subject to General Instruction I.B.6. of Form S-3 that limits the amount of securities that the Company may sell under the Shelf Registration to no more than one-third of the Company’s public float (currently $10.2 million) in any twelve-month period. The Company has made no issuances under the Shelf Registration and related ATM at September 30, 2026.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2026, we had no transactions that met the definition of off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial position, operating results, liquidity, cash requirements or capital resources.

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations are based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates.  There have been no significant changes in the Company's “Critical Accounting Policies and Estimates” during the three and nine months ended September 30, 2026 from those disclosed within the Company's Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 5, 2026.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company,” the Company is not required to provide this information.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at September 30, 2026.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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Table of Contents

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company becomes involved in various legal proceedings and claims in the normal course of business. In management’s opinion, the ultimate resolution of these matters will not have a material effect on our financial position or results of operations.

 

 

ITEM 1A. RISK FACTORS.

 

Our operations and financial results are subject to various risks and uncertainties, including those described in the Part I. “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 5, 2026 (“Form 10-K”), which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. During the nine months ended September 30, 2026, there have been no material changes in our risk factors disclosed in our 2025 Form 10-K; except for the addition of the following risk factors.

 

Geopolitical events in the Middle East with the U.S. and Iran conflict could have some adverse impact on our business and results of operations

 

Recent geopolitical developments in the Middle East, including the U.S. conflict with Iran, may contribute to an increase in energy related costs and related market uncertainties. The Company's pricing structure related to LNG product revenues may absorb most, if not all, volatility associated with the price of natural gas. However, failure to absorb the full impact of any price increases could adversely impact the Company's business and results of operations. The Company continues to monitor the risk associated with the Middle East conflicts.

 

Failure to secure additional off-take from the proposed Galveston LNG liquefaction facility, could adversely affect the Company's ability to secure financing for the project

 

Financing for the proposed new Galveston LNG liquefaction facility may be based on having firm contractual LNG off-take from the facility. Failure to obtain additional contractual off-take could prevent the Company from being able to finance the project, adversely impacting potential profits, results of operations, cash flows and financial condition. At September 30, 2026, the Company has capitalized $9.7 million of costs related to the proposed new Galveston LNG liquefaction facility and related dedicated Jones Act-compliant LNG bunkering vessel.

 

ITEM 5. OTHER INFORMATION.

 

None of the Company's officers or directors adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended  September 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.

 

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Table of Contents

 

ITEM 6. EXHIBITS.

 

(a) Index to Exhibits

 

Exhibit No.

 

Exhibit Description

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of the Registrant (Incorporated by Reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed October 15, 2020)

 

 

 

3.2

 

Amended and Restated Bylaws of the Registrant (Incorporated by Reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed September 18, 2020)

 

 

 

4.1

 

Registration Rights Agreement dated July 26, 2019, by and among Registrant, LNG Investment Company, LLC, and AEGIS NG LLC (Incorporated by Reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 1, 2019)

 

 

 

4.2

 

Registration Rights Agreement dated as of August 20, 2019, by and among Registrant and the Investors named therein (Incorporated by Reference to Exhibit 4.9 to Registrant's Registration Statement on Form S-1 filed September 11, 2019)

 

 

 

4.3

 

Registration Rights Agreement, dated June 1, 2021, among TGB Equipment Leasing, LLC and Stabilis (Incorporated by reference to Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q filed on August 5, 2021)

 

 

 

4.5

 

Description of Securities (incorporated by reference to Exhibit 4.5 to Registrant's Annual Report on Form 10-K filed February 25, 2025)

 

 

 

31.1

 

*Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer.

 

 

 

31.2

 

*Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.

 

 

 

32.1

 

*Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer.

 

 

 

101.INS

 

*Interactive XBRL Instance Document (XBRL tags are embedded within the Inline XBRL document)

 

 

 

101.SCH

 

*Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

*Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.LAB

 

*Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

*Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

101.DEF

 

*Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

104

 

* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*         Filed herewith

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 4, 2026

 

 

 

 

STABILIS SOLUTIONS, INC.

 

 

 

 

By:

/s/ J. Casey Crenshaw

 

 

J. Casey Crenshaw

 

 

Interim President, Chief Executive Officer and Director

(Principal Executive Officer)

 

 

 

 

By:

/s/ Andrew L. Puhala

 

 

Andrew L. Puhala

 

 

Chief Financial Officer

(Principal Financial Officer)

 

 

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