Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 31, 2024

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

Commission File No. 000-30351

KOIL ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		75-2263732
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

1310 Rankin Road, Houston, Texas		77073
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 517-5000

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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, 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 Exchange 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 ☒

At May 6, 2024, there were 12,188,202 shares outstanding of Common Stock, par value $0.001 per share.

IMPORTANT INFORMATION REGARDING THIS FORM 10-Q

Unless otherwise indicated, references to “Koil Energy Solutions, Inc.,” “Koil Energy,” “Company,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q (“Report”) refer collectively to Koil Energy Solutions, Inc., a Nevada corporation, and its direct and indirect wholly owned subsidiaries.

Forward-Looking Statements

The statements contained or incorporated by reference in this Report that are not historical facts are “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include any statement that may project, indicate or imply future results, events, performance or achievements. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expect,” “may,” “will,” “should,” “intend,” “plan,” “could,” “estimate,” or “anticipate,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.

Given the risks and uncertainties relating to forward-looking statements, investors should not place undue reliance on such statements. Forward-looking statements included in this Report speak only as of the date of this Report and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may prove to be incorrect. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. The risks and uncertainties mentioned previously relate to, among other matters, the following:

	·	Economic uncertainty and financial market conditions may impact our customer base, suppliers and backlog;

	·	The volatility of oil and natural gas prices;

	·	Our use of percentage-of-completion accounting could result in volatility in our results of operations;

	·	A portion of our contracts may contain terms with penalty provisions;

	·	Fluctuations in the price and supply of raw materials used to manufacture our products may reduce our profits and could materially impact our ability to meet commitments to our customers;

	·	Our operations could be adversely impacted by the continuing effects of government regulations;

	·	International and political events may adversely affect our operations;

	·	Our operating results may vary significantly from quarter to quarter;

	·	We may be unsuccessful at generating profitable internal growth;

	·	The departure of key personnel could disrupt our business;

	·	Our business requires skilled labor, and we may be unable to attract and retain qualified employees;

	·	Unfavorable legal outcomes could have a negative impact on our business; and

	·	The impact of global health crises, including epidemics and pandemics.

Document Summaries

Descriptions of documents and agreements contained in this Report are provided in summary form only, and such summaries are qualified in their entirety by reference to the actual documents and agreements filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2023, other periodic and current reports we have filed with the SEC, or this Report.

Access to Filings

Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments thereto, filed with or furnished to the SEC pursuant to Section 13(a) of the Exchange Act, as well as reports filed by our executive officers and directors pursuant to Section 16(a) of the Exchange Act, may be obtained through our website (www.koilenergy.com) as soon as reasonably practicable after we, or our executive officers and directors, have filed or furnished such material with the SEC. The contents of our website are not, and shall not be deemed to be, incorporated into this Report.

TABLE OF CONTENTS

		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	1
	Balance Sheets	1
	Statements of Operations	2
	Statements of Stockholders’ Equity	3
	Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

PART II. OTHER INFORMATION

Item 5.	Other Information	17
Item 6.	Exhibits	17

Signatures		18
Index to Exhibits		19

iii

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KOIL ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31, 2024			December 31, 2023
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash	$	1,978		$	2,030
Accounts receivable, net		3,880			4,228
Employee retention tax credit receivable		323			323
Inventory		525			430
Contract assets		2,023			480
Prepaid expenses and other current assets		412			358
Total current assets		9,141			7,849
Property, plant and equipment, net		2,849			2,968
Intangibles, net		70			72
Right-of-use operating lease assets		5,741			5,856
Right-of-use finance lease assets		82			103
Other assets		201			214
Total assets	$	18,084		$	17,062

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	3,558		$	3,353
Contract liabilities		1,733			1,377
Current operating lease liabilities		494			480
Current finance lease liabilities		56			74
Total current liabilities		5,841			5,284

Operating lease liability, long-term		6,006			6,136
Finance lease liability, long-term		24			24
Total liabilities		11,871			11,444

Commitments and contingencies (Note 8)		–			–

Stockholders' equity:
Common stock, 24,500,000 shares authorized at $0.001 par value, 15,906,010 issued at March 31, 2024 and December 31, 2023		16			16
Additional paid-in capital		73,691			73,840
Treasury stock, 3,717,808 and 4,017,808 shares at March 31, 2024 and December 31, 2023, respectively, at cost		(2,967	)		(3,135	)
Accumulated deficit		(64,527	)		(65,103	)
Total stockholders' equity		6,213			5,618
Total liabilities and stockholders' equity	$	18,084		$	17,062

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

KOIL ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended
	March 31,
(In thousands, except per share amounts)	2024			2023
Revenues	$	5,791		$	3,724
Costs and expenses
Cost of sales		3,761			2,081
Selling, general and administrative		1,460			1,738
Total costs and expenses		5,221			3,819
Operating income (loss)		570			(95	)
Interest (income) expense, net		(8	)		2
Other income, net		(1	)		–
Gain on sale of property, plant and equipment		–			(1	)
Income (loss) before income tax expense		579			(96	)
Income tax expense		3			1
Net income (loss)	$	576		$	(97	)

Net income (loss) per share:
Basic	$	0.05		$	(0.01	)
Fully diluted	$	0.05		$	(0.01	)

Weighted-average shares outstanding:
Basic		11,971			11,888
Fully diluted		12,017			11,888

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

KOIL ENERGY SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)


					Additional
	Common Stock				Paid-in			Treasury			Accumulated
(In thousands)	Shares (#)		Amount ($)		Capital			Stock			Deficit			Total

Balance at December 31, 2023		15,906	$	16	$	73,840		$	(3,135	)	$	(65,103	)		5,618

Net income		–		–		–			–			576			576
Restricted stock award		–		–		(168	)		168			–			–
Share-based compensation		–		–		19			–			–			19

Balance at March 31, 2024		15,906	$	16	$	73,691		$	(2,967	)	$	(64,527	)	$	6,213

					Additional
	Common Stock				Paid-in		Treasury			Accumulated
(In thousands)	Shares (#)		Amount ($)		Capital		Stock			Deficit			Total

Balance at December 31, 2022		15,906	$	16	$	73,776	$	(3,135	)	$	(63,549	)	$	7,108

Net loss		–		–		–		–			(97	)		(97	)
Share-based compensation		–		–		24		–			–			24

Balance at March 31, 2023		15,906	$	16	$	73,800	$	(3,135	)	$	(63,646	)	$	7,035

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

KOIL ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended
	March 31,
	2024			2023
	(In thousands)
Cash flows from operating activities:
Net income (loss)	$	576		$	(97	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Share-based compensation		19			24
Depreciation and amortization		144			152
Gain on sale of property, plant and equipment		–			(1	)
Non-cash lease expense		21			263
Changes in operating assets and liabilities:
Accounts receivable, net		348			(1,384	)
Contract assets		(1,543	)		(66	)
Inventories		(95	)		1
Prepaid expenses and other current assets		(54	)		32
Other assets, net		–			(8	)
Accounts payable and accrued expenses		(79	)		(381	)
Contract liabilities		356			791
Net cash used in operating activities		(307	)		(674	)

Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		–			1
Purchases of property, plant and equipment		(10	)		(79	)
Net cash used in investing activities		(10	)		(78	)

Cash flows from financing activities:
Principal payments under finance lease obligations		(18	)		(82	)
Proceeds from short-term borrowings		305			–
Principal payments on short-term borrowings		(22	)		–
Net cash provided by (used in) financing activities		265			(82	)
Change in cash		(52	)		(834	)
Cash, beginning of period		2,030			2,353
Cash, end of period	$	1,978		$	1,519

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except per share amounts)

NOTE 1:

BASIS OF PRESENTATION

Basis of Presentation

Unless otherwise indicated, the terms “Koil Energy Solutions, Inc.”, “Koil Energy”, “Company”, “we”, “our” and “us” are used in this Report to refer to Koil Energy Solutions, Inc., a Nevada corporation (“Koil Energy Nevada”), and its directly wholly owned subsidiary, Koil Energy Solutions, Inc., a Delaware corporation (“Koil Energy Delaware”). The accompanying unaudited condensed consolidated financial statements of Koil Energy Solutions, Inc. were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC” or the “Commission”) pertaining to interim financial information and instructions to Form 10-Q. As permitted under those rules, certain notes or other financial information that are normally required by United States generally accepted accounting principles (“US GAAP”) can be condensed or omitted. Therefore, these statements should be read in conjunction with the audited consolidated financial statements, and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent assets and liabilities, and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, then the actual amounts may differ from those included in the accompanying unaudited condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Liquidity

The Company’s cash on hand was $1,978 and working capital was $3,300 as of March 31, 2024. As of December 31, 2023, cash on hand and working capital was $2,030 and $2,565, respectively. The Company generally depends on cash on hand, cash flows from operations, and potential opportunistic sales of property, plant and equipment (“PP&E”) to satisfy its liquidity needs.

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, and potential sales of PP&E. Given the inherent volatility in oil prices and global economic activity, the Company cannot predict this with certainty. To mitigate this uncertainty, the Company exercises discipline when making capital investments and pursues opportunistic cost containment initiatives, which can include workforce alignment, limiting overhead spending, and limiting research and development efforts to only critical items. Additionally, on May 24, 2023, the Company entered into a Purchase and Sale Agreement/Security Agreement with Zions Bancorporation, N.A., d/b/a Amegy Bank Business Credit (“Amegy”), which provides for Koil Energy from time to time to sell its accounts receivable and other rights to payment to Amegy, subject to Amegy’s right to approve or reject future accounts receivable and other rights proposed for sale, in its sole discretion. Any receivables sold shall bear an interest rate computed as Wall Street Journal Prime Rate (“Prime Rate”) plus 2.00%. The Prime Rate has a floor and at no time shall it be less than 8.00% for the purposes of this agreement. At March 31, 2024, the Company had one factored invoice outstanding with Amegy in the amount of $332.

Principles of Consolidation

The unaudited condensed consolidated financial statements presented herein include the accounts of Koil Energy for the three months ended March 31, 2024 and 2023. All intercompany transactions and balances have been eliminated.

Segments

For the three months ended March 31, 2024 and 2023, the Company’s operations were organized as one reportable segment and one operating segment.

NOTE 2:

LEASES

In February 2016, the FASB issued ASU 2016-02, Leases (“ASC Topic 842”). Under this guidance, lessees are required to recognize on the balance sheet a lease liability and a right-of-use (“ROU”) asset for all leases, except for short-term leases with terms of twelve months or less. The lease liability represents the lessee’s obligation to make lease payments arising from a lease and will initially be measured as the present value of the lease payments. The ROU asset represents the lessee’s right to use a specified asset for the lease term and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs.

ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at the lease commencement date. Lease agreements with lease and non-lease components are generally accounted for as a single lease component. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and a portion is recorded in cost of sales, and the remainder is recorded in selling, general and administrative expenses. The accounting for some leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rate to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options and impairment.

At the inception of a lease, Koil Energy evaluates the agreement to determine whether the lease will be accounted for as an operating or finance lease. The term of the lease used for such an evaluation includes renewal option periods only in instances in which the exercise of the renewal option can be reasonably assured, and if the contract contains a substantial penalty for failure to renew or extend the lease, it could lead the Company to conclude it has a significant economic incentive to extend the lease beyond the base rental period.

The Company leases land, buildings, and certain equipment under non-cancellable operating leases. We lease office, indoor manufacturing, warehouse, and operating space in Houston, Texas and lease storage space in Mobile, Alabama to house our 3,400 metric ton and 3,500 metric ton carousel systems. We classify our leases related to certain office furniture and computer equipment as finance leases. The Company elects to apply the short-term lease exception; therefore, the Company will not record an ROU asset or corresponding lease liability for leases with an initial term of twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The Company elects to apply the practical expedient to not separate lease components from non-lease components and instead account for both as a single lease component for all asset classes.

Most leases include one or more options to renew, with renewal terms that can extend the lease term on a monthly, annual or longer basis. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term unless there is a transfer of title or purchase option that is reasonably certain of being exercised.

The Company elects to not capitalize any lease in which the estimated value of the underlying asset at the commencement date is less than the Company’s capitalization threshold. A lease would need to qualify for the low value exception based on various criteria.

As of March 31, 2024, the Company does not have any subleases.

The following tables present information about our operating and finance leases:


	Classification	March 31, 2024		December 31, 2023
Assets
Operating	Right-of-use operating lease assets	$	5,741	$	5,856
Finance	Right-of-use finance lease assets		82		103
Total lease assets		$	5,823	$	5,959

Liabilities
Current
Operating	Current operating lease liabilities	$	494	$	480
Finance	Current finance lease liabilities		56		74

Non-current
Operating	Operating lease liability, long-term		6,006		6,136
Finance	Finance lease liability, long-term		24		24
Total lease liabilities		$	6,580	$	6,714

The components of our lease expense were as follows:


		Three Months Ended March 31,
	Classification	2024		2023
Finance lease costs
Amortization of ROU assets	Selling, general and administrative	$	22	$	82
Interest on lease liabilities	Other income, net		2		5
Operating lease expense	Cost of sales		189		183
Operating lease expense	Selling, general and administrative		54		56
Short term lease expense	Cost of sales		74		68
Total lease expense		$	341	$	394

The lease term and discount rate for our operating and finance leases were as follows:


	March 31, 2024	December 31, 2023
Weighted-average remaining lease terms (years)
Operating leases	8.53	8.73
Finance leases	1.74	1.72

Weighted-average discount rates
Operating leases	7.97%	7.97%
Finance leases	7.25%	7.44%

Present value of lease liabilities:


	Operating Leases			Finance Leases
April 1, 2024 - March 31, 2025	$	995		$	58
April 1, 2025 - March 31, 2026		1,009			13
April 1, 2026 - March 31, 2027		1,026			13
April 1, 2027 - March 31, 2028		1,046			–
Thereafter		4,967			–
Total lease payments	$	9,043		$	84
Less: Interest		(2,543	)		(4	)
Present value of lease liabilities	$	6,500		$	80

NOTE 3:

REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To determine the proper revenue recognition method for our customer contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.

For most of our fixed price contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability even if that single project results in the delivery of multiple units. Hence, the entire contract is accounted for as one performance obligation. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Disaggregation of Revenue

The following table presents our revenues disaggregated by fixed price and service contracts. Sales taxes are excluded from revenues.

Schedule of disaggregation of revenues
	Three Months Ended
	March 31,
	2024		2023
Fixed Price Contracts	$	4,513	$	1,414
Service Contracts		1,278		2,310
Total	$	5,791	$	3,724

Fixed price contracts

For fixed price contracts, we generally recognize revenue over time as we perform because of continuous transfer of control to the customer. This continuous transfer of control to the customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. In our fixed price contracts, the customer either controls the work in process or we deliver products with no alternative use to the Company and have rights to payment for work performed to date plus a reasonable profit as evidenced by contractual termination clauses.

Because of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We generally use the cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred.

Contracts are often modified to account for changes in contract specifications and requirements. We consider a contract modification to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most of our contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

We have a company-wide standard and disciplined quarterly estimate at completion process in which management reviews the progress and execution of our performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. Changes in estimates of net sales, cost of sales and the related impact to operating income are recognized quarterly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation’s percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations. When estimates of total costs to be incurred exceed total estimates of revenue to be earned on a performance obligation related to fixed price contracts, a provision for the entire loss on the performance obligation is recognized in the period the loss is estimated.

Service Contracts

We recognize revenue for service contracts measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services to the customer. The control over services is transferred over time when the services are rendered to the customer on a daily basis. Specifically, we recognize revenue as the services are provided as we have the right to invoice the customer for the services performed. Services are billed on a monthly basis. Payment terms for services are usually 30 days from invoice receipt but have increased to 45, 60, or 90 days depending on the customer.

Contract balances

Costs and estimated earnings in excess of billings on uncompleted contracts arise when revenues are recorded based on the extent of progress towards completion but cannot be invoiced under the terms of the contract. Such amounts are invoiced upon completion of contractual milestones. Billings in excess of costs and estimated earnings on uncompleted contracts arise when milestone billings are permissible under the contract, but the related costs have not yet been incurred. All contract costs are recognized currently on jobs formally approved by the customer and contracts are not shown as complete until virtually all anticipated costs have been incurred and the risk of loss has passed to the customer.

Assets related to costs and estimated earnings in excess of billings on uncompleted contracts, as well as liabilities related to billings in excess of costs and estimated earnings on uncompleted contracts, have been classified as current. The contract cycle for certain long-term contracts may extend beyond one year; thus, complete collection of amounts related to these contracts may extend beyond one year though such long-term contracts include contractual milestone billings as discussed above. At March 31, 2024 and December 31, 2023, there were no contracts with terms that extended beyond one year.

The following table summarizes our contract assets, which are “Costs and estimated earnings in excess of billings on uncompleted contracts” and our contract liabilities, which are “Billings in excess of costs and estimated earnings on uncompleted contracts”.


	March 31, 2024			December 31, 2023
Costs incurred on uncompleted contracts	$	3,980		$	2,575
Estimated earnings on uncompleted contracts		890			399
Estimated loss on uncompleted contracts		(59	)		(130	)
Gross costs and estimated earnings		4,811			2,844
Less: Billings to date on uncompleted contracts		(4,521	)		(3,741	)
	$	290		$	(897	)

Included in the accompanying unaudited condensed consolidated balance sheets under the following captions:
Contract assets	$	2,023		$	480
Contract liabilities		(1,733	)		(1,377	)
	$	290		$	(897	)

The contract asset and liability balances at March 31, 2024 and December 31, 2023 consisted primarily of revenue related to fixed-price projects.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and excludes unexercised contract options, potential orders, and any remaining performance obligations for any sales arrangements that had not fully satisfied the criteria to be considered a contract with a customer pursuant to the requirements of Accounting Standards Codification 606.

Practical Expedients and Exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

Many of our services contracts are short-term in nature with a contract term of one year or less. For those contracts, we have utilized the practical expedient exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

Additionally, our payment terms are short-term in nature with settlements of one year or less. We have, therefore, utilized the practical expedient exempting the Company from adjusting the promised amount of consideration for the effects of a significant financing component given that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Further, in many of our service contracts, we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date (for example, a service contract in which we bill a fixed amount for each hour of service provided). For those contracts, we have utilized the practical expedient allowing us to recognize revenue in the amount for which we have the right to invoice.

Accordingly, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

NOTE 4:

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:


	March 31, 2024			December 31, 2023
Leasehold improvements	$	2,282		$	2,272
Equipment		5,861			5,861
Furniture, computers and office equipment		180			180

Total property, plant and equipment		8,323			8,313
Less: Accumulated depreciation and amortization		(5,474	)		(5,345	)
Property, plant and equipment, net	$	2,849		$	2,968

Depreciation expense for the three months ended March 31, 2024 was $144.

NOTE 5:

SHARE-BASED COMPENSATION

Share-based compensation is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and additional paid-in capital in the accompanying unaudited condensed consolidated balance sheets.

On March 6, 2024, the Company granted 300 shares of restricted stock and an option to purchase 300 shares of our common stock to our newly appointed Chief Executive Officer (“CEO”). The restricted shares have a fair value grant price, and the option has an exercise price, of $0.56 per share, based on the closing price of our common stock on that day. Fair value of the stock options was $0.35 per share at the date of grant. These shares and options vest over three years in equal tranches on the anniversaries of the grant date. The related share-based compensation is being amortized over the three-year requisite service period, and the Company recognized a total of $5 in compensation expense for these grants for the three months ended March 31, 2024.

During the three months ended March 31, 2024 and 2023, the Company recognized a total of $19 and $24 of share-based compensation expense, respectively. The unamortized estimated fair value of nonvested stock options was $112 and $24 at March 31, 2024 and December 31, 2023, respectively. The unamortized estimated fair value of nonvested restricted stock was $103 and $0 at March 31, 2024 and December 31, 2023, respectively.

NOTE 6:

TREASURY STOCK

Treasury shares are accounted for using the cost method. During the three months ended March 31, 2024, 300 shares of treasury stock were utilized for the restricted stock granted to our CEO.

NOTE 7:

INCOME TAXES

Income tax expense during interim periods is based on applying the estimated annual effective income tax rate to interim period operations. The estimated annual effective income tax rate may vary from the statutory rate due to the impact of permanent items relative to our pre-tax income, as well as by any valuation allowance recorded. We employ an asset and liability approach that results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial basis and the tax basis of those assets and liabilities. A valuation allowance is established when it is more likely than not that some of the deferred tax assets will not be realized. At March 31, 2024 and December 31, 2023, management has recorded a full deferred tax asset valuation allowance.

NOTE 8:

COMMITMENTS AND CONTINGENCIES

Employment Agreement

Our CEO is employed under an employment agreement containing severance provisions. In the event of termination of the CEO’s employment for any reason, the CEO will be entitled to receive all accrued, unpaid salary and vacation time through the date of termination and all benefits to which the CEO is entitled or vested under the terms of all employee benefit and compensation plans, agreements, and arrangements in which the CEO participates as of the date of termination.

In addition, subject to executing a general release in favor of the Company, the CEO will be entitled to receive certain severance payments in the event his employment is terminated by the Company “other than for cause” or by the CEO with “good reason.” These severance payments include: (i) a lump sum in cash equal to one time the CEO’s annual base salary; (ii) a lump sum in cash equal to a pro rata portion of the annual bonus payable for the period in which the date of termination occurs based on the actual performance under the Company’s annual incentive bonus arrangement, but no less than fifty percent of the CEO’s annual base salary; and (iii) if the CEO’s termination occurs prior to the date that is twelve months following a change of control, then each and every share option, restricted share award and other equity-based award that is outstanding and held by the CEO shall immediately vest and become exercisable.

Litigation

From time to time, the Company is party to various legal proceedings arising in the ordinary course of business. The Company expenses or accrues legal costs as incurred and is not involved in any material legal proceedings as of the date of these financial statements.

NOTE 9:

EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income (loss) by the weighted-average number of common shares and dilutive effect of common stock equivalents (warrants, nonvested stock awards and stock options) using the treasury method.

In each relevant period, the net income used in the basic and diluted EPS calculations is the same. The following table reconciles the weighted-average basic number of common shares outstanding and the weighted-average diluted number of common shares outstanding for the purpose of calculating basic and diluted EPS.


	Three months ended March 31,
	2024		2023
Weighted average common shares outstanding - basic		11,971		11,888
Dilutive effect of common stock equivalents		46		1
Weighted average common shares outstanding - diluted		12,017		11,888

NOTE 10:

EMPLOYEE RETENTION CREDIT

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. Since there are no generally accepted accounting principles for for-profit business entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a customer, we determined the appropriate accounting treatment by analogy to other guidance. The Company accounted for the employee retention credit by analogy to International Accounting Standards (IAS) 20, “Accounting for Government Grants and Disclosure of Government Assistance, of International Financial Reporting Standards (IFRS).”

Under an IAS 20 analogy, a business entity would recognize the employee retention credit on a systematic basis over the periods in which the entity recognizes the payroll expenses for which the grant (i.e., tax credit) is intended to compensate when there is reasonable assurance (i.e., it is probable) that the entity will comply with any conditions attached to the grant and the grant will be received.

The Company recognized a $650 employee retention credit as other income on its consolidated statement of operations for the year ended December 31, 2021. The Company filed for refunds of the employee retention credits and on October 10, 2023, received a $344 refund for the employee retention credit filed for the first quarter of 2021. As of March 31, 2024 and December 31, 2023, the Company has a $323 employee retention tax credit receivable balance recorded on its condensed consolidated balance sheet.

NOTE 11:

FACTORING AGREEMENT

On May 24, 2023, Koil Energy entered into a Purchase and Sale Agreement/Security Agreement (“Factoring Agreement”) with Amegy, which provides for the Company from time to time to sell its accounts receivable and other rights to payment to Amegy. Amegy has the right to approve or reject future accounts receivable or other rights to payment proposed for sale under the Factoring Agreement in its sole discretion.

The purchase price for the receivables shall be the gross amount of the invoice minus the discount. The “discount” means 15% of the gross amount of an invoice that is generated by the rendering of services or selling of goods on a time and materials basis, and 25% of the gross amount of an invoice that is generated by the rendering of services or selling of goods on a milestone billing basis.

Amegy has the right to charge back any receivable to Koil Energy, and Koil Energy has the obligation to repurchase such receivable, if (a) the receivable is not paid to Amegy within 90 days from the invoice date, at which time it will be deemed to be in dispute, (b) any dispute arises with respect to such receivable, (c) Koil Energy or Amegy discovers or determines that any representation or warranty made by Koil Energy in the Factoring Agreement or in any document executed in connection with the Factoring Agreement (the “Purchase Documents”) is false or misleading, or (d) Koil Energy breaches any covenant or agreement contained in the Factoring Agreement or in any Purchase Document or is otherwise in default thereof.

The receivables sold shall bear interest at a rate equal to the Wall Street Journal Prime Rate (“Prime Rate”) plus 2.00%. The Prime Rate has a floor and at no time shall it be less than 8.00% for the purposes of the Factoring Agreement.

NOTE 12:

SUBSEQUENT EVENTS

We have evaluated subsequent events through the date the condensed consolidated financial statements were filed with the SEC.

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

(Amounts in thousands except per share amounts)

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of Koil Energy’s results of operations and financial condition. This information should be read in conjunction with the Company’s audited historical consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and which is available on the SEC’s website, and the Company’s unaudited condensed consolidated financial statements, and notes thereto, included with this Quarterly Report on Form 10-Q (“Report”) in Part I. Item 1. “Financial Statements.”

General

Koil Energy is an energy services company that provides equipment and support services to the world’s energy and offshore industries. The Company provides innovative solutions to complex customer challenges presented between the production facility and the energy source. Koil Energy's core services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, and related services. Additionally, Koil Energy's experienced professionals can support subsea engineering, manufacturing, installation, commissioning, and maintenance projects located anywhere in the world. The Company’s solutions are engineered and manufactured primarily for major integrated, large independent, and foreign national energy companies in offshore areas throughout the world. These products are often developed in direct response to customer requests for solutions to critical needs in the field. The Company primarily serves the offshore oil and gas market; however, the Company’s product offerings and service capabilities are based on core competencies that are indifferent to energy source and can be applied to additional markets, including offshore wind, offshore wave energy, hydrogen, and liquefied natural gas.

Industry and Executive Outlook

The energy services industry is dependent on the capital and operating expenditure programs of energy companies. The decision for operators to either progress or cut back their exploration, drilling, and production operations is substantially driven by the overall condition of the energy industry. Particularly, the oil and gas industry has historically been characterized by fluctuations in commodity prices, which are driven by a variety of market forces. Per the International Energy Agency’s March 2024 Oil Market Report, demand is expected to increase by 1.3 million barrels per day in 2024. Additionally, we believe a convergence of economic, geopolitical, trade and policy factors has exacerbated the issue of years of underinvestment in upstream hydrocarbon production and appears to have returned the focus to increasing production. As a result, the Company anticipates global offshore oil production to continue its pivotal role in meeting the world’s energy demands this year.

Results of Operations

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Revenues

Three Months Ended

March 31,

Increase (Decrease)

2024

2023

Revenues

5,791

3,724

2,067

56%

The 56% increase in revenues was primarily driven by an overall increase in fixed price contracts partially offset by a decrease in service contract activity when compared to revenues for the three months ended March 31, 2023.

Cost of Sales

	Three Months Ended March 31,				Increase (Decrease)
	2024		2023		$		%
Cost of sales	$	3,761	$	2,081	$	1,680		81%
Gross profit	$	2,030	$	1,643	$	387		24%
Gross profit %		35%		44%		–		(9	)%

The increase in gross profit was primarily driven by increased revenues. The decrease in gross profit as a percentage of sales was mainly due to incurring higher materials costs associated with the increase in fixed price contracts.

The Company records depreciation expense related to revenue-generating property, plant and equipment as cost of sales, which totaled $116 and $126 for the three months ended March 31, 2024 and 2023, respectively.

Selling, general and administrative expenses

	Three Months Ended March 31,				Increase (Decrease)
	2024		2023		$			%
Selling, general & administrative	$	1,460	$	1,738	$	(278	)		(16	)%
Selling, general & administrative as a % of revenue		25%		47%		–			(21	)%

The decrease in selling, general, and administrative expenses (“SG&A”) was primarily due to 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.

The Company records depreciation expense related to administrative property, plant and equipment and intellectual property as SG&A, which totaled $28 and $26 for the three months ended March 31, 2024 and 2023, respectively.

Adjusted EBITDA

Management evaluates Company performance based on a measure that is not in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which consists of earnings (net income or loss) available to common stockholders before net interest income, income taxes, depreciation and amortization, non-cash share-based compensation expense, non-cash impairments, non-cash gains or losses on the sale of property, plant and equipment (“PP&E”), other non-cash items and one-time charges (“Adjusted EBITDA”). This measure may not be comparable to similarly titled measures employed by other companies. The measure should not be considered in isolation or as a substitute for operating income or loss, net income or loss, cash flows provided by operating, investing, or financing activities, or other cash flow data prepared in accordance with US GAAP. The amounts included in the Adjusted EBITDA calculation, however, are derived from amounts included in the accompanying condensed consolidated statements of operations.

We believe Adjusted EBITDA is a useful measure of a company’s operating performance, which can vary substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired. It helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest), asset base (primarily depreciation and amortization), and actions that do not affect liquidity (share-based compensation expense) from our operating results. Additionally, it helps investors identify items that are within our operational control. Depreciation and amortization charges, while a component of operating income, are fixed at the time of the asset purchase or acquisition in accordance with the depreciable lives of the related asset and as such are not a directly controllable period operating charge.

The following is a reconciliation of net income (loss) to Adjusted EBITDA for the three months ended March 31, 2024 and 2023:

	Three Months Ended
	March 31,
	2024			2023
Net income (loss)	$	576		$	(97	)

(Deduct) Add: Interest (income) expense, net		(8	)		2
Add: Income tax expense		3			1
Add: Depreciation and amortization		144			152
Add: Share-based compensation		19			24
Deduct: Gain on sale of asset		–			(1	)
Add: Relocation costs		–			9

Adjusted EBITDA	$	734		$	90

The $644 increase in Adjusted EBITDA was primarily driven by gross profit improvement associated with the increase in fixed price contracts during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.

Liquidity and Capital Resources

As an offshore energy services provider, our revenues, profitability, cash flows, and future rate of growth are generally dependent on the condition of the global oil and gas industry and our customers’ ability to invest capital for offshore exploration, drilling and production, and maintenance of offshore drilling and production facilities. Oil and gas prices and the level of offshore drilling and production activity have historically been characterized by significant volatility. At times, we enter into large, fixed-price contracts which may require significant lead time and investment. A decline in offshore drilling and production activity could result in lower contract volume or delays in significant contracts, which could negatively impact our earnings and cash flows. Our earnings and cash flows could also be negatively affected by delays in payments by significant customers or delays in the completion of our contracts for any reason.

The Company believes it will have adequate liquidity to meet its future operating requirements. We are generally dependent on our cash flows from operations to fund our working capital requirements, and the uncertainties noted above create risks that we may not achieve our planned earnings or cash flow from operations. On May 24, 2023, the Company entered into a Purchase and Sale Agreement/Security Agreement with Zions Bancorporation, N.A., d/b/a Amegy Bank Business Credit (“Amegy”), which provides for Koil Energy from time to time to sell its accounts receivable and other rights to payment to Amegy, subject to Amegy’s right to approve or reject future accounts receivable and other rights proposed for sale, in its sole discretion. The balance of accounts receivable sold to Amegy as of March 31, 2024 was $332.

The principal liquidity needs of the Company are to fund ongoing operations, working capital, and capital expenditures. 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.

During the three months ended March 31, 2023, the Company reported a $834 decrease in cash. The Company used $674 of net cash from operating activities, primarily driven by changes in operating assets and liabilities of $1,015 and a net loss of $97. This was partially offset by other adjustments of $438 to reconcile net loss to net cash provided by operating activities. The Company used $78 of net cash for investing activities, primarily to fund capital expenditures. The Company also used $82 of net cash in financing activities for principal payments made under its finance lease obligations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Estimates

The preparation of financial statements in conformity with US 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 reported amounts of revenues and expenses during the reporting period. The most significant estimates used in the financial statements relate to revenue recognition where the Company measures progress towards completion on a cost-to-cost basis for fixed-price contracts, the allowance for doubtful accounts, and the valuation allowance for deferred income tax assets. These estimates require judgments, which are based on historical experience and on various other assumptions, as well as specific circumstances. Estimates may change as new events occur, additional information becomes available or operating environments change.

Refer to Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our critical accounting policies and estimates.

Allowance for Credit Losses

The estimation of anticipated credit losses that may be incurred as we work through the invoice collection process with our customers requires us to make judgments and estimates regarding our customers’ ability to pay amounts due. We monitor our customers’ payment history and current 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, 2024 and 2023, 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, 2024 and 2023. 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.

Recently Issued Accounting Standards

Refer to Note 1 in Part II. Item 8. “Financial Statements and Supplemental Data,” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of recently issued accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that such information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive and the principal financial officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained. The Company’s disclosure controls and procedures are designed to provide such reasonable assurance.

The Company’s management, with the participation of the principal executive and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2024, as required by Rule 13a-15(e) of the Exchange Act. Based on that evaluation, the principal executive and the principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2024.

Changes in Internal Control Over Financial Reporting

The Company’s management, with the participation of the principal executive and principal financial officer, have concluded there were no changes in internal control over financial reporting during the three months ended March 31, 2024.

PART II. – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K are listed in the Index to Exhibits of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

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.

	KOIL ENERGY SOLUTIONS, INC.
	(Registrant)

Date: May 6, 2024
	By:	/s/ Erik Wiik
		Erik Wiik
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Trevor Ashurst
		Trevor Ashurst
		Vice President of Finance
		(Principal Accounting Officer)

INDEX TO EXHIBITS

10.1	Employment Agreement, dated March 6, 2024 and effective April 1, 2024, between Koil Energy Solutions, Inc. and Erik Wiik (incorporated by reference from Exhibit 10.1 to our Form 8-K filed on March 11, 2024).

31.1*	Certification of Erik Wiik, President and Chief Executive Officer, furnished pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*	Certification of Trevor Ashurst, Vice President of Finance, furnished pursuant to Rules 13a-14 and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1*	Statement of Erik Wiik, President and Chief Executive Officer, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*	Statement of Trevor Ashurst, VP of Finance, furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	XBRL Instance Document

101.SCH*	XBRL Schema Document

101.CAL*	XBRL Calculation Linkbase Document

101.DEF*	XBRL Definition Linkbase Document

101.LAB*	XBRL Label Linkbase Document

101.PRE*	XBRL Presentation Linkbase Document

______________________________

* Filed or furnished herewith.

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Erik Wiik, President and Chief Executive Officer of Koil Energy Solutions, Inc. (the “Company”), certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;

(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

May 6, 2024

/s/ Erik Wiik

Erik Wiik

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF VICE PRESIDENT OF FINANCE

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, Trevor Ashurst, Vice President of Finance of Koil Energy Solutions, Inc. (the “Company”), certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

May 6, 2024

/s/ Trevor Ashurst

Trevor Ashurst

Vice President of Finance

(Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Koil Energy Solutions, Inc. (the “Company”) for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Erik Wiik, President and Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Erik Wiik

Erik Wiik

President and Chief Executive Officer

(Principal Executive Officer)

May 6, 2024

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Koil Energy Solutions, Inc. (the “Company”) for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Trevor Ashurst, Vice President of Finance of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Trevor Ashurst

Trevor Ashurst

Vice President of Finance

(Principal Accounting Officer)

May 6, 2024

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-30351
Entity Registrant Name	KOIL ENERGY SOLUTIONS, INC.
Entity Central Index Key	0001110607
Entity Tax Identification Number	75-2263732
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1310 Rankin Road
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77073
City Area Code	281
Local Phone Number	517-5000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,188,202

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,978	$ 2,030
Accounts receivable, net	3,880	4,228
Employee retention tax credit receivable	323	323
Inventory	525	430
Contract assets	2,023	480
Prepaid expenses and other current assets	412	358
Total current assets	9,141	7,849
Property, plant and equipment, net	2,849	2,968
Intangibles, net	70	72
Right-of-use operating lease assets	5,741	5,856
Right-of-use finance lease assets	82	103
Other assets	201	214
Total assets	18,084	17,062
Current liabilities:
Accounts payable and accrued expenses	3,558	3,353
Contract liabilities	1,733	1,377
Current operating lease liabilities	494	480
Current finance lease liabilities	56	74
Total current liabilities	5,841	5,284
Operating lease liability, long-term	6,006	6,136
Finance lease liability, long-term	24	24
Total liabilities	11,871	11,444
Commitments and contingencies (Note 8)
Stockholders' equity:
Common stock, 24,500,000 shares authorized at $0.001 par value, 15,906,010 issued at March 31, 2024 and December 31, 2023	16	16
Additional paid-in capital	73,691	73,840
Treasury stock, 3,717,808 and 4,017,808 shares at March 31, 2024 and December 31, 2023, respectively, at cost	(2,967)	(3,135)
Accumulated deficit	(64,527)	(65,103)
Total stockholders' equity	6,213	5,618
Total liabilities and stockholders' equity	$ 18,084	$ 17,062

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, shares authorized	24,500,000	24,500,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	15,906,010	15,906,010
Treasury stock, shares	3,717,808	4,017,808

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 5,791	$ 3,724
Costs and expenses
Cost of sales	3,761	2,081
Selling, general and administrative	1,460	1,738
Total costs and expenses	5,221	3,819
Operating income (loss)	570	(95)
Interest (income) expense, net	(8)	2
Other income, net	(1)	0
Gain on sale of property, plant and equipment	0	(1)
Income (loss) before income tax expense	579	(96)
Income tax expense	3	1
Net income (loss)	$ 576	$ (97)
Net income (loss) per share:
Basic	$ 0.05	$ (0.01)
Fully diluted	$ 0.05	$ (0.01)
Weighted-average shares outstanding:
Basic	11,971	11,888
Fully diluted	12,017	11,888

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 16	$ 73,776	$ (3,135)	$ (63,549)	$ 7,108
Beginning balance, shares at Dec. 31, 2022	15,906
Net loss				(97)	(97)
Share-based compensation		24			24
Ending balance, value at Mar. 31, 2023	$ 16	73,800	(3,135)	(63,646)	7,035
Ending balance, shares at Mar. 31, 2023	15,906
Beginning balance, value at Dec. 31, 2023	$ 16	73,840	(3,135)	(65,103)	5,618
Beginning balance, shares at Dec. 31, 2023	15,906
Net loss				576	576
Restricted stock award		(168)	168
Share-based compensation		19			19
Ending balance, value at Mar. 31, 2024	$ 16	$ 73,691	$ (2,967)	$ (64,527)	$ 6,213
Ending balance, shares at Mar. 31, 2024	15,906

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ 576	$ (97)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Share-based compensation	19	24
Depreciation and amortization	144	152
Gain on sale of property, plant and equipment	0	(1)
Non-cash lease expense	21	263
Changes in operating assets and liabilities:
Accounts receivable, net	348	(1,384)
Contract assets	(1,543)	(66)
Inventories	(95)	1
Prepaid expenses and other current assets	(54)	32
Other assets, net	0	(8)
Accounts payable and accrued expenses	(79)	(381)
Contract liabilities	356	791
Net cash used in operating activities	(307)	(674)
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	0	1
Purchases of property, plant and equipment	(10)	(79)
Net cash used in investing activities	(10)	(78)
Cash flows from financing activities:
Principal payments under finance lease obligations	(18)	(82)
Proceeds from short-term borrowings	305	0
Principal payments on short-term borrowings	(22)	0
Net cash provided by (used in) financing activities	265	(82)
Change in cash	(52)	(834)
Cash, beginning of period	2,030	2,353
Cash, end of period	$ 1,978	$ 1,519

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ 576	$ (97)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION

NOTE 1:

BASIS OF PRESENTATION

Basis of Presentation

Liquidity

Principles of Consolidation

Segments

For the three months ended March 31, 2024 and 2023, the Company’s operations were organized as one reportable segment and one operating segment.

LEASES

3 Months Ended

Mar. 31, 2024

Leases

LEASES

NOTE 2:

LEASES

As of March 31, 2024, the Company does not have any subleases.

The following tables present information about our operating and finance leases:


	Classification	March 31, 2024		December 31, 2023
Assets
Operating	Right-of-use operating lease assets	$	5,741	$	5,856
Finance	Right-of-use finance lease assets		82		103
Total lease assets		$	5,823	$	5,959

Liabilities
Current
Operating	Current operating lease liabilities	$	494	$	480
Finance	Current finance lease liabilities		56		74

Non-current
Operating	Operating lease liability, long-term		6,006		6,136
Finance	Finance lease liability, long-term		24		24
Total lease liabilities		$	6,580	$	6,714

The components of our lease expense were as follows:


		Three Months Ended March 31,
	Classification	2024		2023
Finance lease costs
Amortization of ROU assets	Selling, general and administrative	$	22	$	82
Interest on lease liabilities	Other income, net		2		5
Operating lease expense	Cost of sales		189		183
Operating lease expense	Selling, general and administrative		54		56
Short term lease expense	Cost of sales		74		68
Total lease expense		$	341	$	394

The lease term and discount rate for our operating and finance leases were as follows:


	March 31, 2024	December 31, 2023
Weighted-average remaining lease terms (years)
Operating leases	8.53	8.73
Finance leases	1.74	1.72

Weighted-average discount rates
Operating leases	7.97%	7.97%
Finance leases	7.25%	7.44%

Present value of lease liabilities:


	Operating Leases			Finance Leases
April 1, 2024 - March 31, 2025	$	995		$	58
April 1, 2025 - March 31, 2026		1,009			13
April 1, 2026 - March 31, 2027		1,026			13
April 1, 2027 - March 31, 2028		1,046			–
Thereafter		4,967			–
Total lease payments	$	9,043		$	84
Less: Interest		(2,543	)		(4	)
Present value of lease liabilities	$	6,500		$	80

REVENUE FROM CONTRACTS WITH CUSTOMERS

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

NOTE 3:

REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following table presents our revenues disaggregated by fixed price and service contracts. Sales taxes are excluded from revenues.

Schedule of disaggregation of revenues
	Three Months Ended
	March 31,
	2024		2023
Fixed Price Contracts	$	4,513	$	1,414
Service Contracts		1,278		2,310
Total	$	5,791	$	3,724

Fixed price contracts

Service Contracts

Contract balances


	March 31, 2024			December 31, 2023
Costs incurred on uncompleted contracts	$	3,980		$	2,575
Estimated earnings on uncompleted contracts		890			399
Estimated loss on uncompleted contracts		(59	)		(130	)
Gross costs and estimated earnings		4,811			2,844
Less: Billings to date on uncompleted contracts		(4,521	)		(3,741	)
	$	290		$	(897	)

Included in the accompanying unaudited condensed consolidated balance sheets under the following captions:
Contract assets	$	2,023		$	480
Contract liabilities		(1,733	)		(1,377	)
	$	290		$	(897	)

The contract asset and liability balances at March 31, 2024 and December 31, 2023 consisted primarily of revenue related to fixed-price projects.

Remaining Performance Obligations

Practical Expedients and Exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

NOTE 4:

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:


	March 31, 2024			December 31, 2023
Leasehold improvements	$	2,282		$	2,272
Equipment		5,861			5,861
Furniture, computers and office equipment		180			180

Total property, plant and equipment		8,323			8,313
Less: Accumulated depreciation and amortization		(5,474	)		(5,345	)
Property, plant and equipment, net	$	2,849		$	2,968

Depreciation expense for the three months ended March 31, 2024 was $144.

SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

NOTE 5:

SHARE-BASED COMPENSATION

TREASURY STOCK

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

TREASURY STOCK

NOTE 6:

TREASURY STOCK

Treasury shares are accounted for using the cost method. During the three months ended March 31, 2024, 300 shares of treasury stock were utilized for the restricted stock granted to our CEO.

INCOME TAXES

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 7:

INCOME TAXES

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8:

COMMITMENTS AND CONTINGENCIES

Employment Agreement

Litigation

EARNINGS PER COMMON SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

NOTE 9:

EARNINGS PER COMMON SHARE


	Three months ended March 31,
	2024		2023
Weighted average common shares outstanding - basic		11,971		11,888
Dilutive effect of common stock equivalents		46		1
Weighted average common shares outstanding - diluted		12,017		11,888

EMPLOYEE RETENTION CREDIT

3 Months Ended

Mar. 31, 2024

Employee Retention Credit

EMPLOYEE RETENTION CREDIT

NOTE 10:

EMPLOYEE RETENTION CREDIT

FACTORING AGREEMENT

3 Months Ended

Mar. 31, 2024

Factoring Agreement

FACTORING AGREEMENT

NOTE 11:

FACTORING AGREEMENT

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12:

SUBSEQUENT EVENTS

We have evaluated subsequent events through the date the condensed consolidated financial statements were filed with the SEC.

BASIS OF PRESENTATION (Policies)	3 Months Ended
BASIS OF PRESENTATION (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	*Basis of Presentation* Unless otherwise indicated, the terms “Koil Energy Solutions, Inc.”, “Koil Energy”, “Company”, “we”, “our” and “us” are used in this Report to refer to Koil Energy Solutions, Inc., a Nevada corporation (“Koil Energy Nevada”), and its directly wholly owned subsidiary, Koil Energy Solutions, Inc., a Delaware corporation (“Koil Energy Delaware”). The accompanying unaudited condensed consolidated financial statements of Koil Energy Solutions, Inc. were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC” or the “Commission”) pertaining to interim financial information and instructions to Form 10-Q. As permitted under those rules, certain notes or other financial information that are normally required by United States generally accepted accounting principles (“US GAAP”) can be condensed or omitted. Therefore, these statements should be read in conjunction with the audited consolidated financial statements, and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2023. Preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent assets and liabilities, and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, then the actual amounts may differ from those included in the accompanying unaudited condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Liquidity	*Liquidity* The Company’s cash on hand was $1,978 and working capital was $3,300 as of March 31, 2024. As of December 31, 2023, cash on hand and working capital was $2,030 and $2,565, respectively. The Company generally depends on cash on hand, cash flows from operations, and potential opportunistic sales of property, plant and equipment (“PP&E”) to satisfy its liquidity needs. The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, and potential sales of PP&E. Given the inherent volatility in oil prices and global economic activity, the Company cannot predict this with certainty. To mitigate this uncertainty, the Company exercises discipline when making capital investments and pursues opportunistic cost containment initiatives, which can include workforce alignment, limiting overhead spending, and limiting research and development efforts to only critical items. Additionally, on May 24, 2023, the Company entered into a Purchase and Sale Agreement/Security Agreement with Zions Bancorporation, N.A., d/b/a Amegy Bank Business Credit (“Amegy”), which provides for Koil Energy from time to time to sell its accounts receivable and other rights to payment to Amegy, subject to Amegy’s right to approve or reject future accounts receivable and other rights proposed for sale, in its sole discretion. Any receivables sold shall bear an interest rate computed as Wall Street Journal Prime Rate (“Prime Rate”) plus 2.00%. The Prime Rate has a floor and at no time shall it be less than 8.00% for the purposes of this agreement. At March 31, 2024, the Company had one factored invoice outstanding with Amegy in the amount of $332.
Principles of Consolidation	*Principles of Consolidation* The unaudited condensed consolidated financial statements presented herein include the accounts of Koil Energy for the three months ended March 31, 2024 and 2023. All intercompany transactions and balances have been eliminated.
Segments	*Segments* For the three months ended March 31, 2024 and 2023, the Company’s operations were organized as one reportable segment and one operating segment.

LEASES (Tables)

3 Months Ended

Mar. 31, 2024

Leases

Schedule of operating and finance leases


	Classification	March 31, 2024		December 31, 2023
Assets
Operating	Right-of-use operating lease assets	$	5,741	$	5,856
Finance	Right-of-use finance lease assets		82		103
Total lease assets		$	5,823	$	5,959

Liabilities
Current
Operating	Current operating lease liabilities	$	494	$	480
Finance	Current finance lease liabilities		56		74

Non-current
Operating	Operating lease liability, long-term		6,006		6,136
Finance	Finance lease liability, long-term		24		24
Total lease liabilities		$	6,580	$	6,714

Schedule of components of our lease expense


		Three Months Ended March 31,
	Classification	2024		2023
Finance lease costs
Amortization of ROU assets	Selling, general and administrative	$	22	$	82
Interest on lease liabilities	Other income, net		2		5
Operating lease expense	Cost of sales		189		183
Operating lease expense	Selling, general and administrative		54		56
Short term lease expense	Cost of sales		74		68
Total lease expense		$	341	$	394

Schedule of lease term and discount rate


	March 31, 2024	December 31, 2023
Weighted-average remaining lease terms (years)
Operating leases	8.53	8.73
Finance leases	1.74	1.72

Weighted-average discount rates
Operating leases	7.97%	7.97%
Finance leases	7.25%	7.44%

Schedule of present value of lease liabilities


	Operating Leases			Finance Leases
April 1, 2024 - March 31, 2025	$	995		$	58
April 1, 2025 - March 31, 2026		1,009			13
April 1, 2026 - March 31, 2027		1,026			13
April 1, 2027 - March 31, 2028		1,046			–
Thereafter		4,967			–
Total lease payments	$	9,043		$	84
Less: Interest		(2,543	)		(4	)
Present value of lease liabilities	$	6,500		$	80

REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenues

Schedule of disaggregation of revenues
	Three Months Ended
	March 31,
	2024		2023
Fixed Price Contracts	$	4,513	$	1,414
Service Contracts		1,278		2,310
Total	$	5,791	$	3,724

Schedule of earnings in excess of billings on uncompleted contracts


	March 31, 2024			December 31, 2023
Costs incurred on uncompleted contracts	$	3,980		$	2,575
Estimated earnings on uncompleted contracts		890			399
Estimated loss on uncompleted contracts		(59	)		(130	)
Gross costs and estimated earnings		4,811			2,844
Less: Billings to date on uncompleted contracts		(4,521	)		(3,741	)
	$	290		$	(897	)

Included in the accompanying unaudited condensed consolidated balance sheets under the following captions:
Contract assets	$	2,023		$	480
Contract liabilities		(1,733	)		(1,377	)
	$	290		$	(897	)

PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of property plant and equipment


	March 31, 2024			December 31, 2023
Leasehold improvements	$	2,282		$	2,272
Equipment		5,861			5,861
Furniture, computers and office equipment		180			180

Total property, plant and equipment		8,323			8,313
Less: Accumulated depreciation and amortization		(5,474	)		(5,345	)
Property, plant and equipment, net	$	2,849		$	2,968

EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of reconciliation of number of shares in earnings per share calculation


	Three months ended March 31,
	2024		2023
Weighted average common shares outstanding - basic		11,971		11,888
Dilutive effect of common stock equivalents		46		1
Weighted average common shares outstanding - diluted		12,017		11,888

BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash	$ 1,978	$ 2,030
Working capital	$ 3,300	$ 2,565

LEASES (Details - Operating lease information) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases
Operating, Right-of-use operating lease assets	$ 5,741	$ 5,856
Finance, Right-of-use finance lease assets	82	103
Total lease assets	5,823	5,959
Operating, Current operating lease liabilities	494	480
Finance, Current finance lease liabilities	56	74
Operating Non-current, Operating lease liability, long-term	6,006	6,136
Finance Non-current, Finance lease liability, long-term	24	24
Total lease liabilities	$ 6,580	$ 6,714

LEASES (Details - Components of lease expense) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total lease expense	$ 341	$ 394
Selling, General and Administrative Expenses [Member]
Amortization of ROU assets	22	82
Operating lease expense	54	56
Other Income [Member]
Interest on lease liabilities	2	5
Cost of Sales [Member]
Operating lease expense	189	183
Short term lease expense	$ 74	$ 68

LEASES (Details - Lease term and discount)	Mar. 31, 2024	Dec. 31, 2023
Leases
Weighted-average remaining lease terms on operating leases (years)	8 years 6 months 10 days	8 years 8 months 23 days
Weighted-average remaining lease terms on finance leases (years)	1 year 8 months 26 days	1 year 8 months 19 days
Weighted-average discount rates on operating leases	7.97%	7.97%
Weighted-average discount rates on finance leases	7.25%	7.44%

LEASES (Details - Present value) $ in Thousands	Mar. 31, 2024 USD ($)
Leases
Operating Leases, April 1, 2024 - March 31, 2025	$ 995
Finance Leases, April 1, 2024 - March 31, 2025	58
Operating Leases, April 1, 2025 - March 31, 2026	1,009
Finance Leases, April 1, 2025 - March 31, 2026	13
Operating Leases, April 1, 2026 - March 31, 2027	1,026
Finance Leases, April 1, 2026 - March 31, 2027	13
Operating Leases, April 1, 2027 - March 31, 202	1,046
Finance Leases, April 1, 2027 - March 31, 202	0
Operating Leases, Thereafter	4,967
Finance Leases, Thereafter	0
Operating Leases, Total lease payments	9,043
Finance Leases, Total lease payments	84
Operating Leases, Less: Interest	(2,543)
Finance Leases, Less: Interest	(4)
Operating Leases, Present value of lease liabilities	6,500
Finance Leases, Present value of lease liabilities	$ 80

REVENUE FROM CONTRACTS WITH CUSTOMERS (Details - Disaggregation of revenue) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 5,791	$ 3,724
Fixed-Price Contract [Member]
Disaggregation of Revenue [Line Items]
Revenues	4,513	1,414
Servicing Contracts [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 1,278	$ 2,310

REVENUE FROM CONTRACTS WITH CUSTOMERS (Details - Contract balances) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Costs incurred on uncompleted contracts	$ 3,980	$ 2,575
Estimated earnings on uncompleted contracts	890	399
Estimated loss on uncompleted contracts	(59)	(130)
Gross costs and estimated earnings	4,811	2,844
Less: Billings to date on uncompleted contracts	(4,521)	(3,741)
Costs incurred plus estimated earning less billings on uncompleted contracts, net	290	(897)
Included in the accompanying unaudited condensed consolidated balance sheets under the following captions:
Contract assets	2,023	480
Contract liabilities	(1,733)	(1,377)
Costs incurred plus estimated earning less billing on uncompleted contracts	$ 290	$ (897)

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 8,323	$ 8,313
Less: Accumulated depreciation and amortization	(5,474)	(5,345)
Property, plant and equipment, net	2,849	2,968
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	2,282	2,272
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	5,861	5,861
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 180	$ 180

PROPERTY, PLANT AND EQUIPMENT (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 144

SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 06, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value option exercise price	$ 0.56
Fair value of stock options	0.35
Compensation expense		$ 5
Share-based compensation		19	$ 24
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value grant price	$ 0.56
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unamortized estimated fair value of restricted stock awards		112		$ 24
Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unamortized estimated fair value of restricted stock awards		$ 103		$ 0
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options to purchase	300
Chief Executive Officer [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted	300

TREASURY STOCK (Details Narrative)	3 Months Ended
TREASURY STOCK (Details Narrative)	Mar. 31, 2024 shares
Chief Executive Officer [Member] \| Restricted Stock [Member]
Restricted stock shares granted	300

EARNINGS PER COMMON SHARE (Details) - shares	3 Months Ended
EARNINGS PER COMMON SHARE (Details) - shares	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Weighted average common shares outstanding - basic	11,971	11,888
Dilutive effect of common stock equivalents	46	1
Weighted average common shares outstanding - diluted	12,017	11,888

EMPLOYEE RETENTION CREDIT (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2021	Mar. 31, 2024	Dec. 31, 2023
Employee Retention Credit
Employee retention credit		$ 650
Employee retention credit received	$ 344
Employee retention receivable			$ 323	$ 323

FACTORING AGREEMENT (Details Narrative)	3 Months Ended
FACTORING AGREEMENT (Details Narrative)	Mar. 31, 2024
Financing Receivable, Credit Quality Indicator [Line Items]
Discount percentage of materials basis	15.00%
Discount percentage of milestone billing basis	25.00%
Floor interest rate	8.00%
Prime [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Sold bear interest	2.00%

Koil Energy Solutions (QB) (USOTC:KLNG)
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Koil Energy Solutions (QB) (USOTC:KLNG)
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De Fév 2024 à Fév 2025

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