Financial Performance - The Company has a history of net losses and Adjusted EBITDA losses, indicating challenges in achieving growth objectives[45]. - Financial performance in 2023 fell short of expectations, with a 5-year average revenue of $12,175,532 per year, impacted by macroeconomic factors such as high interest rates and supply chain issues[70]. - The company reported a working capital of $5,026,580 as of December 31, 2023, indicating a strong liquidity position for ongoing operations and R&D initiatives[79]. - The company reported net earnings of $447,397 for the year ended December 31, 2025, a significant recovery from a net loss of $4,622,297 in 2024[111]. - For the year ended December 31, 2025, the Company reported revenues of $10,784,090, a slight increase from $10,680,468 in 2024, indicating stability in the business model[140]. - The gross profit for 2025 was $4,432,744, representing a gross profit margin of 41%, down from 44% in 2024[149]. - Total expenses for 2025 were $3,989,053, significantly reduced from $5,527,559 in 2024, primarily due to decreased consulting and administrative costs[150]. - The Company achieved a gross profit margin of 44% on revenues of $10,680,468 for the year ended December 31, 2024, up from 42% on revenues of $10,819,916 in 2023[158]. Operational Challenges - The Company may not have sufficient capital to meet increases in business demands, potentially affecting its ability to grow operations[44]. - The Company’s production facilities may not be large enough to handle growth in market demand, impacting revenue generation[53]. - The Company may face shortages of parts and raw materials, which could hinder business development plans and revenue[52]. - The Company is subject to risks from customer order cancellations, which could negatively impact revenue if component parts have already been ordered[49]. - The Company may encounter unforeseen competition that could affect its ability to maintain projected revenue levels[48]. - The Company may face risks related to international conflicts and geopolitical tensions, which could disrupt supply chains and impact financial performance[41]. Research and Development - The Company invests in R&D activities focused on innovation, but returns on these investments are uncertain and may not yield immediate financial performance[39]. - The Company has made considerable progress in R&D for new products, although the timing of regulatory approvals remains unpredictable[77]. - The Company has impaired its capitalized research and development (R&D) to a nominal $1, reflecting challenges in securing funding for the KXI project[90]. - The Company is actively exploring strategic alternatives for the KXI project, including potential joint ventures and licensing agreements[90]. - The Company plans to continue developing new rail products to create financial growth opportunities despite current market challenges[143]. Product Development and Market Strategy - The K2AV product is on track to complete its field service trial by 2025, with AAR approval expected to significantly increase revenue potential from pressure cars, raising average sales from $1,500 to over $10,000 per car[82]. - The Company aims to leverage its competitive advantages in the rail industry despite challenges, with a focus on diversifying its product portfolio and obtaining AAR approvals for new products[81]. - The Company plans to strengthen its tank car product portfolio with ongoing field service trials for new valves, which are expected to generate higher unit sales and increase revenue[84]. - The tank car market is shifting towards repurposing and re-qualifying existing fleets, presenting revenue growth opportunities for the Company in repair and retrofit services[86]. - The Company has capitalized on the need for safer valve solutions, generating over $147 million in revenues since 2012 from distributing over 100,000 valves[120]. Financial Management and Capital Resources - The Company has increased its line of credit with Texas Capital Bank from $500,000 to $1 million, indicating improvements in fiscal management[99]. - The Company anticipates that its capital resources will enable it to continue operations as planned for the foreseeable future[171]. - The Company’s working capital increased to $2,541,625 in 2025 from $2,125,387 in 2024, reflecting improved liquidity[140]. - The Company had cash on deposit of $399,375 and inventory of $2,206,770 as of December 31, 2025, compared to cash of $153,147 and inventory of $3,042,749 as of December 31, 2024[170]. Executive Compensation and Governance - Frank Busch serves as the Director, President, and CEO, with a total compensation of $300,000 for Fiscal Year 2025[189]. - Sameer Uplenchwar, the Chief Financial Officer, has a total compensation of $240,000 for Fiscal Year 2025[189]. - Amanda Smith, the Chief Operating Officer, received a total compensation of $222,879 for Fiscal Year 2025[189]. - The Company has entered into Professional Services Agreements with its executives, ensuring structured compensation and performance incentives[190][192]. - The Company has a severance clause for executives equal to 6 months of base salary in the event of termination without cause[190]. - The Compensation Committee is responsible for overseeing compensation policies approved by the Board[226]. Audit and Compliance - The Audit Committee is responsible for reviewing both interim and annual financial statements, with members having the right to inspect all books and financial records of the Company[224]. - The former auditors, Smythe LLP, resigned on September 25, 2025, and were replaced by CBIZ CPAs P.C. effective October 6, 2025[225]. - The Committee reviews the financial reporting process to ensure the accuracy of the Company's financial statements[226]. - It evaluates the independent auditor's qualifications, performance, and independence[226]. - The Committee monitors compliance with laws and regulations[226].

Core Insights - Kelso Technologies Inc. reported its first profitable fiscal year since 2020, achieving a net income of $447,397 for FY2025, or $0.01 per basic/diluted share, with a 1% increase in revenue to $10.78 million compared to FY2024 [5][11][14] Financial Performance Summary - Revenues for FY2025 were $10,784,090, a slight increase from $10,680,468 in FY2024 [4] - Gross profit was $4,432,744, down from $4,693,632 in FY2024, resulting in a gross profit margin of 41%, which is above industry averages [4][5] - Total expenses decreased by 27% to $3,989,053 in FY2025 from $5,315,929 in FY2024, reflecting effective cost management [5][12] - The company reported an adjusted EBITDA of $347,723 for FY2025, a significant improvement from a loss of $1,249,326 in FY2024 [4][5] Liquidity and Capital Resources - As of December 31, 2025, the company had cash of $399,375 and accounts receivable of $632,568, compared to $153,147 and $1,091,304 respectively at the end of FY2024 [7][8] - Working capital improved to $2,541,625 in FY2025 from $2,125,386 in FY2024 [8] - The company increased its line of credit from $500,000 to $1,000,000, enhancing financial flexibility [9][12] Strategic Focus and Outlook - Management is prioritizing revenue diversification and cost reduction in response to projected declines in tank car deliveries by over 20% [11][12] - The company aims to maintain operational efficiency and is focused on launching the new Angle Valve while preparing for increased tank car builds starting in 2027/2028 [13][14] - Kelso is exploring opportunities for vertical integration and strategic partnerships to enhance shareholder value [12][14] Management Changes and Recognition - Amanda Smith was appointed as COO effective July 1, 2025, succeeding Tony Andrukaitis as part of a cost reduction strategy [5] - Amanda Smith was recognized as a "Woman of Influence in Rail" by Progressive Railroading for her leadership and contributions to the industry [5]

Core Insights - Kelso Technologies Inc. reported its third consecutive profitable quarter with a net income of $182,851 for Q3-2025, and gross revenue increased by 11.3% year-over-year to $2.81 million [5][12][15] - The company has successfully reduced total expenses by 20% year-to-date, amounting to $766,486, demonstrating a commitment to cost management and operational efficiency [5][13] - Kelso is diversifying its operations beyond rail markets into sectors such as Water & Wastewater, Oil & Gas, Chemicals, Paper & Pulp, and Irrigation, leveraging existing assets for minimal capital investment [5][13][14] Financial Performance Summary - For Q3-2025, revenues were $2,808,144 compared to $2,523,282 in Q3-2024, with a gross profit of $1,166,259 and a gross profit margin of 42% [6] - Year-to-date revenues for 2025 reached $8,609,426, up from $8,067,477 in 2024, with a gross profit of $3,651,459 [6] - The company reported a profit from continuing operations of $762,806 for the nine months ended September 30, 2025, compared to a loss of $414,402 in the same period of 2024 [6] Liquidity and Capital Resources - As of September 30, 2025, the company had cash of $835,098 and working capital of $2,893,240, an increase from $2,125,386 at the end of 2024 [9][10] - The total assets were $6,516,637, slightly down from $6,570,345 at the end of 2024, while net equity increased to $4,896,343 [10] - The company increased its line of credit from $500,000 to $1,000,000, enhancing its financial flexibility [11] Outlook - Kelso anticipates sales growth of 0% to 5% for FY2025 compared to 2024, with new tank car production expected to decline in 2026 but recover in 2027 [14] - The company is focused on securing AAR approvals for its Angle Valve and Bottom Outlet Valve, which are in service trials, to unlock new revenue streams [14] - Kelso's proactive measures, including market diversification and strengthening liquidity, position it well for long-term success despite modest near-term growth expectations [15]

Core Points - Kelso Technologies Inc. announces the retirement of Lead Director Paul Cass effective August 31, 2025, with Independent Director Jesse Crews taking over the role from September 1, 2025 [1][4] - Sameer Uplenchwar, the CFO, has been appointed to the newly vacant seat on the Board of Directors [1][4] - Paul Cass has served on the board for approximately ten years, holding various positions including Chair of the Audit Committee and Lead Director, contributing significantly to the company [2][3] - Jesse Crews, the new Lead Director, has extensive experience in the rail industry and has been an Independent Director since 2018 [3][4] Company Overview - Kelso Technologies is a diverse transportation equipment company specializing in the creation, production, sales, and distribution of proprietary products for rail and other transportation sectors [5] - The company focuses on high-quality tank car valves designed for safe handling and containment of commodities during rail transport, addressing public safety and environmental concerns [5]

Core Insights - Kelso Technologies Inc. reported its second consecutive profitable quarter with a net income of $72,175 for Q2-2025, despite a revenue decline of 8.6% year-over-year due to macroeconomic challenges [5][12][14] - The company anticipates flat to slightly positive sales growth of 0% to 5% for FY2025 compared to FY2024, while maintaining disciplined cost management to prepare for future demand increases [5][14][16] - Kelso is actively seeking full approval from the Association of American Railroads (AAR) for its new products, which is expected to create new revenue opportunities [15][17] Financial Performance Summary - For the three months ended June 30, 2025, revenues were $2,643,208, down from $2,891,591 in the same period of 2024, with a gross profit of $1,075,446 and a gross profit margin of 41% [4][5] - In the first half of 2025, total revenues reached $5,801,283, slightly up from $5,544,195 in the first half of 2024, with a gross profit of $2,485,201 and a gross profit margin of 43% [4][5] - The company reduced total expenses by 30% year-over-year, amounting to $580,303, demonstrating effective cost management [5][12] Liquidity and Capital Resources - As of June 30, 2025, the company had cash of $488,273 and accounts receivable of $1,303,613, compared to cash of $153,147 and accounts receivable of $1,091,304 as of December 31, 2024 [8][9] - The working capital position improved to $2,682,405 as of June 30, 2025, up from $2,125,386 at the end of 2024 [9] - The company fully repaid $250,000 drawn from its $500,000 line of credit, now having access to the entire amount [10] Strategic Outlook - The company is preparing for a potential rebound in tank car builds, expecting lower production in 2026 but a rise to 13,000 units in 2027 [16] - Kelso's strategic focus includes maintaining operational readiness and cost management to capitalize on anticipated demand increases in the rail industry [14][16] - The company aims to enhance profitability through a wider array of new proprietary products and improved operational efficiency [17][18]

Core Points - Kelso Technologies Inc. held its Annual General and Special Meeting on June 3, 2025, with significant shareholder participation [1][2] - A total of 24,737,277 common shares were voted, representing 44.85% of the outstanding shares [2] Election of Directors - The number of directors elected was set at five, with 96.2% of votes in favor [3] - The following nominees were elected with their respective vote percentages: - Frank Busch: 81.24% For - Paul Cass: 77.37% For - Laura Roach: 80.43% For - Jesse V. Crews: 76.69% For - Mark Temen: 81.06% For [3] Appointment of Auditors - Smythe, LLP was reappointed as the auditors with 92.03% of votes in favor [4] Omnibus Equity Incentive Plan - The adoption of the Omnibus Equity Incentive Plan was approved with 69.56% of votes in favor [5] - New officer appointments were made, including: - Frank Busch as President and CEO - Sameer Uplenchwar as CFO - Anthony Andrukaitis retiring as COO on June 30, 2025 - Amanda Smith moving to COO on July 1, 2025 [5] Company Overview - Kelso Technologies is a transportation equipment company focused on rail and automotive sectors, specializing in high-quality rail tank car valves [6] - The company aims to enhance public safety and reduce environmental risks through innovative product designs [6]

Core Viewpoint - Kelso Technologies Inc. reported its first profitable quarter since Q1-2020, with a net income of $412,337 for Q1-2025, indicating a positive turnaround in financial performance [5][11]. Financial Performance Summary - Revenues for Q1-2025 reached $3,158,074, a 19.06% increase from $2,652,604 in Q1-2024 [4][5]. - Gross profit increased to $1,409,754, with a gross profit margin of 45%, up from 42% in the previous year [4][5]. - The company reported a net income of $412,337, compared to a net loss of $698,759 in Q1-2024 [4][5]. - Adjusted EBITDA for Q1-2025 was $412,172, significantly higher than $99,720 in Q1-2024 [4][6]. Liquidity and Capital Resources - As of March 31, 2025, the company had cash of $417,188 and accounts receivable of $1,596,583, compared to cash of $1,066,089 and accounts receivable of $939,641 as of March 31, 2024 [4][8]. - Working capital improved to $2,570,415 from $2,125,386 at the end of 2024 [9]. - Total assets were reported at $6,877,978, down from $10,207,748 in the previous year [6][9]. Strategic Outlook - The company anticipates flat to slightly positive sales growth of 0% to 5% for FY2025 compared to FY2024, focusing on cost discipline in preparation for increased tank car production expected in 2026/2027 [12][15]. - Kelso is seeking full approval from the Association of American Railroads (AAR) for its Bottom Outlet Valve and Angle Valve, which is expected to create new revenue opportunities [13]. - The forecast for tank car deliveries shows a modest increase, with expectations of 10,325 units in 2025, indicating a 15.8% rise over the average from 2021 to 2023 [14].

Core Points - Kelso Technologies Inc. announces the retirement of Anthony Andrukaitis from the Board of Directors and as Chief Operating Officer, effective June 3rd and June 30th, 2025, respectively [1][2] - Amanda Smith will take over as COO starting July 1, 2025, following a mentorship period with Andrukaitis [1][4] - Mark Temen has been appointed as the sixth member of the Board of Directors, bringing financial expertise to the company [1][5][6] Company Leadership Transition - Andrukaitis has served since October 24, 2011, and has been instrumental in building a strong team and mentoring Smith [2] - His retirement was delayed due to challenges posed by the COVID-19 pandemic and the rail recession [3] - The transition to Smith is expected to be seamless, with the elimination of the Executive Vice President of Operations position as part of cost-reduction efforts [4] Board Composition - Mark Temen's appointment is seen as a significant addition to the Board, enhancing governance with his finance and business experience [5][6] - The Board expresses gratitude for Andrukaitis's long service and contributions to the company [6] Company Overview - Kelso Technologies specializes in the design, production, and distribution of proprietary products for rail and automotive transportation [7] - The company focuses on safety and efficiency in its rail equipment business, particularly in the production of high-quality tank car valves [7]

Core Points - Kelso Technologies Inc. announces the retirement of Anthony Andrukaitis from the Board of Directors effective June 3, 2025, and as Chief Operating Officer effective June 30, 2025, with Amanda Smith set to assume the COO role starting July 1, 2025 [1][4] - Mark Temen has been appointed as the sixth member of the Board of Directors, bringing years of finance and business experience [1][5][6] Management Transition - Andrukaitis has served since October 24, 2011, building a strong team and mentoring Amanda Smith for the COO role [2] - His retirement was delayed due to challenges posed by the COVID-19 pandemic and the rail recession, during which he provided guidance to the new management team [3] - Amanda Smith expressed gratitude for Andrukaitis's mentorship and leadership during difficult business challenges [4] Board Composition - The Corporate Governance and Nominating Committee welcomed Mark Temen to the Board, highlighting his financial expertise as a valuable addition [5][6] - The company expressed appreciation for Andrukaitis's long service and contributions to the organization [6] Company Overview - Kelso Technologies specializes in the creation, production, sales, and distribution of proprietary products for rail and automotive transportation, focusing on safety and operational efficiency [7]

Patents and Innovations - The Company has obtained patents for its external Constant Force Spring Pressure Relief Valves and a One-bolt Manway System, Vacuum Relief Valve, and Bottom Outlet Valve[37]. - The Company invests in R&D activities focused on innovation, but returns on these investments are uncertain and may not yield immediate financial performance[39]. - The Company filed a proprietary patent application for its Automated Traction Optimization Method for Vehicle Suspension Systems on September 12, 2023[88]. - The K2AV valve, designed for LP-Gas and anhydrous ammonia applications, successfully completed field service trials in 2022[72]. - The KXI HD project aims to create a heavy-duty vehicle platform with advanced suspension control technology, targeting commercial market opportunities[76]. Financial Performance - The Company reported unaudited revenues of $2,613,554 for the quarter ended December 31, 2024, a decrease from $3,069,359 in the previous quarter ended December 31, 2023[68]. - The Company's net income (loss) for the quarter ended December 31, 2024 was ($3,014,118), compared to a loss of ($165,369) for the quarter ended December 31, 2023[69]. - Financial performance in 2023 fell short of expectations, with a 5-year average revenue of $12,175,532 per year, impacted by macroeconomic factors[84]. - The Company reported revenues of $10,819,916 for the year ended December 31, 2023, a decrease of 1% compared to $10,931,188 in 2022[116]. - The net loss for the year ended December 31, 2023, was $2,101,886, compared to a net loss of $1,355,417 in 2022[117]. - Revenues for the year ended December 31, 2024, were $10,680,468, down from $10,819,916 in 2023, representing a decline of approximately 1.3%[144]. - The company reported a net loss of $4,622,297 for 2024, compared to a net loss of $2,101,886 in 2023[144]. - Total operational expenses increased to $9,079,476 in 2024 from $6,513,858 in 2023, primarily due to a one-time project impairment of $1,171,494 and higher legal costs of $621,364[153]. - Gross profit for 2024 was $4,693,632, with a gross profit margin of 44%, compared to 42% in 2023[144]. Working Capital and Financial Stability - The Company may face a working capital deficit despite having positive working capital, which could hinder its ability to develop new products and meet production schedules[44]. - As of December 31, 2022, the Company had working capital of $7,000,568, including cash deposits of $2,712,446 and accounts receivable of $1,381,979[81]. - The Company's working capital was $5,026,580 as of December 31, 2023, ensuring ongoing business operations and R&D initiatives[94]. - The company's working capital position decreased to $2,125,387 as of December 31, 2024, down from $5,026,580 in 2023[176]. - The company had no interest-bearing long-term liabilities or debt as of December 31, 2023, consistent with the previous year[181]. Market and Customer Dependency - The Company is highly dependent on four major tank car manufacturers, which provide a significant portion of its revenue[50]. - The Company may experience production capacity limitations if market demand exceeds projected levels, impacting its ability to generate revenue[53]. - The Company faces risks related to customer order cancellations, which could negatively impact its operations and revenue[49]. - The Company's market share in tank car production grew to approximately 47% in 2022 due to increased demand for American-made products[71]. - New tank car demand is projected to exceed 10,000 units in 2025 and 2026, alongside significant re-qualifications of existing tank cars[127]. Strategic Initiatives and Future Plans - The Company is focused on obtaining AAR approval for the K2AV in 2024 to enhance financial performance sustainably[82]. - The Company aims to complete AAR approvals for new products to enhance revenue streams from the tank car market, which includes approximately 86,000 tank cars[97]. - The Company established a Phase-One Pilot production facility to convert heavy-duty vehicles using its proprietary Method technologies[102]. - Management plans to continue investments in new product development to diversify the product mix and enhance future revenues[149]. - The company aims to diversify its revenue streams by developing non-rail products to mitigate the cyclical nature of the rail tank car market[182]. Compensation and Stock Options - Compensation for Frank Busch, the President and CEO, totaled $159,700 for Fiscal 2024, including a salary of $140,000 and other compensation[196]. - The Company has adopted a Stock Option Plan to provide an incentive program for key personnel, approved by shareholders on June 1, 2023[208]. - The maximum number of common shares reserved for issuance under the Stock Option Plan is 10% of the total issued and outstanding common shares[209]. - A total of 255,008 RSUs vested during Fiscal 2024, with 176,671 awarded to directors and officers of the Company[201]. - The RSU Plan aims to align the interests of participants with long-term shareholder interests by rewarding performance and motivating achievement of corporate objectives[216].