Koil Energy Solutions, Inc.
For the period ended Mar 31, 2025. Filed May 20, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 20, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-04.
0001683168-24-007574
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-20.
0001683168-25-003859
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 48 previous paragraphs and 39 current paragraphs.
25 unchanged; 8 reworded; 6 added; 12 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
The energy services industry relies heavily on the capital and operating expenditure programs of energy companies. Operators’ decisions to scale back or accelerate their exploration, drilling, and production activities are significantly influenced by the overall state of the energy sector. Notably, the oil and gas industry has historically experienced fluctuations in commodity prices, driven by various global market forces.
Current report
The current consensus among our customers is that the demand for energy is increasing. Our clients are indicating that the world’s energy demand will require supply growth within oil and natural gas as well as for renewables. Oil and natural gas supply from existing wells naturally declines over time, making sustained investments more important over the coming years. The years of underinvestment in offshore production appear to have triggered a general shift and returning focus on increasing production. As a result, several key subsea basins, particularly the Gulf of America, the North Sea, and off the coasts of Brazil, are being prepared to contribute significantly to this production output. Our strengthened positioning in these markets is therefore essential to achieve a sustained level of growth. A leading indicator for our main products is the number of subsea trees purchased by operators. Our product lines include vital support systems for subsea trees. During the first quarter of this year, we have seen a significant increase in bidding activity. We therefore anticipate experiencing the benefits of this positive momentum throughout this year and into next year.
Current report
We also expect expenditure in the brownfield segment to increase due to aging infrastructure. We are currently bidding several subsea-tie-back projects and decommissioning services, globally. The order intake has increased significantly since the beginning of the year. During the first quarter of 2025, we were awarded a significant contract to supply Multi-Quick Connector (MQC) Plates for a project in the Gulf of America. This award encompasses equipment designed to control the high-pressure systems of a subsea field operated by a U.S. independent energy company. The scope of work for this project includes engineering, procurement, fabrication, assembly, and testing. The project has started successfully and will be carried out at our state-of-the-art manufacturing facility in Houston, Texas. Final delivery is scheduled for the fourth quarter of this year. Although we typically secure numerous smaller contracts on a weekly basis, it is the major and significant awards that drive our growth. During the first quarter of 2025, we also completed the installation of a fiberoptic telecommunication cable in the Caribbean. This is an example of where our oil & gas expertise is applicable when other industries need more powerful underwater tools with unique subsea expertise.
Current report
We continue progressing towards achieving our goal of becoming the premier provider of integrated subsea distribution systems.
Current report
The decrease in gross profit was primarily driven by decreased revenues. The decrease in gross profit as a percentage of sales was mainly due to incurring higher labor and materials costs associated with the decrease in fixed price contracts.
Current report
The increase in selling, general, and administrative expenses (“SG&A”) was primarily due to higher administrative payroll expense, advertising expense, professional fees, and expenses to strengthen and restructure administrative functions.
Removed paragraphs (12)
Previous report
The energy services industry is dependent on the capital and operating expenditure programs of energy companies. The decision for operators to either advance or cut back their exploration, drilling, and production operations is largely determined by the overall condition of the energy industry. The oil and gas industry in particular has historically been characterized by fluctuations in commodity prices, which are driven by a variety of market forces affecting supply and demand. We believe a convergence of economic, geopolitical, trade, and policy factors has highlighted the issue of years of underinvestment in upstream offshore hydrocarbon production and appears to have driven operators to focus on optimizing production volumes. Per the International Energy Agency’s October 2024 Oil Market Report, the global demand for oil is expected to increase by approximately nine hundred thousand barrels per day in 2024 and close to one million barrels per day in 2025. As a result, we anticipate global offshore oil production to continue playing a pivotal role in meeting the world’s energy demands in the near term.
Previous report
The growth in gross profit and gross profit percentage was primarily driven by increased revenues and higher project margins on fixed price contracts when compared to the three months ended September 30, 2023.
Previous report
Selling, general, and administrative expenses (“SG&A”) during the three months ended September 30, 2024 were consistent with SG&A recorded during the three months ended September 30, 2023.
Previous report
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Previous report
Revenues
Previous report
The 48% increase in revenues was primarily driven by an increase in fixed price contracts for the manufacture of subsea distribution equipment, such as flying leads and hydraulic distribution manifolds, partially offset by a decrease in service contract activity when compared to revenues for the nine months ended September 30, 2023.
Previous report
Cost of Sales
Previous report
The growth in gross profit was primarily driven by increased revenues when compared to the nine months ended September 30, 2023. Gross profit percentage remained steady when compared to the nine months ended September 30, 2023.
Previous report
Selling, general and administrative expenses
Previous report
The decrease in SG&A was driven by lower administrative payroll expense, advertising expense, research and development expense, and rental expense related to the Company’s short-term lease for furniture at the Company’s operating facility.
Previous report
Adjusted EBITDA
Previous report
The $2,727 increase in Adjusted EBITDA was driven by revenue and gross profit improvement associated with the increase in fixed price contracts and lower SG&A during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Reworded paragraphs (8)
Previous wording
The 27% increase in revenues was primarily driven by an increase in fixed price contracts for the manufacture of subsea distribution equipment, such as flying leads and hydraulic distribution manifolds, partially offset by a decline in service contract activity when compared to revenues for the three months ended September 30, 2023.
Current wording
The 9% decrease in revenues was primarily driven by an overall decrease in fixed price contracts partially offset by an increase in service contract activity when compared to revenues for the three months ended March 31, 2024.
Previous wording
The Company records depreciation expense related to revenue-generating property, plant and equipment as cost of sales, which totaled $115 and $128 for the three months ended September 30, 2024 and 2023, respectively.
Current wording
The Company records depreciation expense related to revenue-generating property, plant and equipment as cost of sales, which totaled $117 and $116 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
The Company records depreciation expense related to administrative property, plant and equipment and intellectual property as SG&A, which totaled $29 and $27 during the three months ended September 30, 2024 and 2023, respectively.
Current wording
The Company records depreciation expense related to administrative property, plant and equipment and intellectual property as SG&A, which totaled $29 and $28 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
The $658 increase in Adjusted EBITDA was primarily driven by gross profit improvement associated with the increase in fixed price contracts during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Current wording
The $395 decrease in Adjusted EBITDA was primarily driven by a decrease in gross profit associated with the decrease in revenue from fixed price contracts during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Restructuring costs during the three months ended March 31, 2025, consisted of expenses to strengthen and restructure administrative functions. Specifically, expenses included executive search fees for a Chief Financial Officer and a Director of Human Resources, as well as consulting costs related to organizational design and human capital strategy.
Previous wording
The Company believes it will have adequate liquidity to meet its future operating requirements. We are generally dependent on our cash flows from operations to fund our working capital requirements, and the uncertainties noted above create risks that we may not achieve our planned earnings or cash flow from operations. In 2023, the Company entered into a Purchase and Sale Agreement/Security Agreement with Zions Bancorporation, N.A., d/b/a Amegy Bank Business Credit (“Amegy”), which provides for Koil Energy from time to time to sell its accounts receivable and other rights to payment to Amegy, subject to Amegy’s right to approve or reject future accounts receivable and other rights proposed for sale, in its sole discretion. At September 30, 2024, the Company had no outstanding sales of accounts receivable to Amegy.
Current wording
The Company believes it will have adequate liquidity to meet its future operating requirements. We are generally dependent on our cash flows from operations to fund our working capital requirements, and the uncertainties noted above create risks that we may not achieve our planned earnings or cash flow from operations. On May 24, 2023, the Company entered into a Purchase and Sale Agreement/Security Agreement with Zions Bancorporation, N.A., d/b/a Amegy Bank Business Credit (“Amegy”), which provides for Koil Energy from time to time to sell its accounts receivable and other rights to payment to Amegy, subject to Amegy’s right to approve or reject future accounts receivable and other rights proposed for sale, in its sole discretion. At March 31, 2025 and December 31, 2024, the Company had no factored invoice outstanding with Amegy.
Previous wording
The principal liquidity needs of the Company are to fund ongoing operations, working capital, and capital expenditures. During the nine months ended September 30, 2024, the Company reported a $1,090 increase in cash. The Company generated $1,171 in net cash in operating activities, primarily driven by income of $2,083 and other adjustments of $578 to reconcile net income to net cash provided by operating activities, which includes items such as share-based compensation, depreciation and amortization, loss on sale of PP&E, and non-cash lease expense. This was partially offset by changes in operating assets and liabilities of $1,490. The Company used $127 of net cash for investing activities, primarily to fund capital expenditures. The Company also generated $46 of net cash from financing activities, primarily driven by proceeds received from the exercise of stock options.
Current wording
The principal liquidity needs of the Company are to fund ongoing operations, working capital, and capital expenditures. During the three months ended March 31, 2025, the Company reported a $1,229 decrease in cash. The Company used $766 of net cash in operating activities, primarily driven by net changes in operating assets and liabilities of $995. This was partially offset by other adjustments of $258 to reconcile net income to net cash used in operating activities, which includes items such as non-cash lease expense, share-based compensation, and depreciation and amortization. The Company used $463 of net cash for investing activities, primarily to fund capital expenditures.
Previous wording
During the nine months ended September 30, 2023, the Company reported a $1,221 decrease in cash. The Company used $733 of net cash in operating activities, primarily driven by changes in operating assets and liabilities of $383 and a net loss of $673. This was partially offset by other adjustments to reconcile net loss to net cash used in operating activities of $323, which includes items such as share-based compensation, depreciation and amortization, gain on sale of PP&E, bad debt expense, and non-cash lease benefit. The Company used $228 of net cash for investing activities, primarily to fund capital expenditures. The Company also used $260 of net cash in financing activities for principal payments made under its finance lease obligations.
Current wording
During the three months ended March 31, 2024, the Company reported a $52 decrease in cash. The Company used $307 of net cash in operating activities, primarily driven by net changes in operating assets and liabilities of $1,067. This was partially offset by net income of $576 and other adjustments of $184 to reconcile net income to net cash used in operating activities, which includes items such as non-cash lease expense, share-based compensation, and depreciation and amortization. The Company used $10 of net cash for investing activities, primarily to fund capital expenditures. The Company also generated $265 of net cash from financing activities, primarily driven by proceeds received from short-term borrowings.
Previous wording
The estimation of anticipated credit losses that may be incurred as we work through the invoice collection process with our customers requires us to make judgments and estimates regarding our customers’ ability to pay amounts due. We monitor our customers’ payment history and current credit worthiness, if needed, to determine that collectability is reasonably assured. We provide an allowance for credit losses based by reviewing each accounts receivable balance with respect to a debtor’s ability to make payments. We also evaluate historical loss rates as well as consider forward-looking factors specific to the debtors, the overall economic environment, and management expectations to determine expected losses. When certain accounts are determined to require an allowance, they are expensed by a provision for bad debts in that period. At September 30, 2024 and 2023, we estimated the allowance for credit losses requirement to be zero. There were no charges to bad debt expense for the three and nine months ended September 30, 2024. The Company recorded no charges and a $1 charge to bad debt expense during the three and nine months ended September 30, 2023, respectively. We believe that no allowance for credit losses is necessary under current conditions; however, uncertainties regarding changes in the financial condition of our customers could impact the amount and timing of any additional credit losses that may be required.
Current wording
The estimation of anticipated credit losses that may be incurred as we work through the invoice collection process with our customers requires us to make judgments and estimates regarding our customers’ ability to pay amounts due. We monitor our customers’ payment history and current credit worthiness, if needed, to determine that collectability is reasonably assured. We provide an allowance for credit losses based by reviewing each accounts receivable balance with respect to a debtor’s ability to make payments. We also evaluate historical loss rates as well as consider forward-looking factors specific to the debtors, the overall economic environment, and management expectations to determine expected losses. When certain accounts are determined to require an allowance, they are expensed by a provision for bad debts in that period. At March 31, 2025 and 2024, we estimated the allowance for credit losses requirement to be $0, and there were no charges to bad debt expense for the three months ended March 31, 2025 and 2024. We believe that our allowance for credit losses is adequate to cover the anticipated credit losses under current conditions; however, uncertainties regarding changes in the financial condition of our customers, either adverse or positive, could impact the amount and timing of any additional credit losses that may be required.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The Company records depreciation expense related to revenue-generating property, plant and equipment as cost of sales, which totaled $354 and $381 for the nine months ended September 30, 2024 and 2023, respectively.
Previous report — wording carried elsewhere
The Company records depreciation expense related to administrative property, plant and equipment and intellectual property as SG&A, which totaled $83 and $80 for the nine months ended September 30, 2024 and 2023, respectively.
Previous report — wording carried elsewhere
The following is a reconciliation of net income (loss) to Adjusted EBITDA for the nine months ended September 30, 2024 and 2023: