UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Section 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of August 2025

Commission File Number: 001-41531

Enerflex Ltd.

(Exact name of registrant as specified in its charter)

Suite 904, 1331 Macleod Trail S.E.

Calgary, Alberta, Canada, T2G 0K3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐


 

Exhibit

 

Description

 

 

 

99.1

 

Enerflex Ltd. Press Release dated August 7, 2025, reporting 2025 Second Quarter Financial and Operational Results

 

 

 

99.2

 

Unaudited Interim Condensed Consolidated Financial Statements of Enerflex Ltd. as at and for the six months ended June 30, 2025, together with the notes thereto

 

 

 

99.3

 

Management Discussion and Analysis of Financial Condition and Results of Operations of Enerflex Ltd. as at and for the six months ended June 30, 2025

 

 

 

99.4

 

Certification of the Chief Executive Officer (Interim) pursuant to National Instrument 52-109

 

 

 

99.5

 

Certification of the Chief Financial Officer (Interim) pursuant to National Instrument 52-109

 

 

 

 


SIGNATURE

Pursuant to the requirements of Section 12 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.

 

 

 

 

 

 

Dated: August 7, 2025

 

Enerflex Ltd.

 

 

 

 

 

By:

 

/s/ Justin D. Pettigrew

 

 

Name:

 

Justin D. Pettigrew

 

 

Title:

 

Corporate Secretary and Associate General Counsel, Corporate


EX-99.1

 

 

 

0001904856-25-000003img107340264_0.jpg

ENERFLEX LTD. ANNOUNCES SECOND QUARTER 2025 FINANCIAL AND OPERATIONAL RESULTS

RECORD ADJUSTED EBITDA OF $130 MILLION

ENGINEERED SYSTEMS BACKLOG STEADY AT $1.2 billion; eNERGY iNFRASTRUCTURE CONTRACT BACKLOG REMAINS STRONG AT $1.5 BILLION

Capital expenditures for 2025 targeted at approximately $120 million, including approximately $60 million for growth opportunities

$18 MILLION RETURNED TO SHAREHOLDERS DURING Q2/25 THROUGH DIVIDEND AND SHARE REPURCHASES

NEWS RELEASE

CALGARY, Alberta, August 7, 2025 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three months ended June 30, 2025.

All amounts presented are in U.S. Dollars unless otherwise stated.

Q2/25 FINANCIAL AND OPERATIONAL OVERVIEW

Generated revenue of $615 million compared to $614 million in Q2/24 and $552 million in Q1/25.
Recorded gross margin before depreciation and amortization of $175 million, or 29% of revenue, compared to $173 million, or 28% of revenue in Q2/24 and $161 million, or 29% of revenue during Q1/25.
o
EI and After-Market Services (“AMS”) product lines generated 65% of consolidated gross margin before depreciation and amortization during Q2/25.
o
Engineered Systems (“ES”) gross margin before depreciation and amortization decreased to 18% in Q2/25 compared to 19% in Q2/24, primarily due to product mix.
SG&A was $61 million for the three months ended June 30, 2025, down $14 million from the prior year period, driven by cost-saving initiatives, improved operational efficiencies, and the absence of one-time integration costs incurred in Q2/24.
Adjusted earnings before finance costs, income taxes, depreciation, and amortization (“adjusted EBITDA”) of $130 million is a new quarterly record for Enerflex and compares to $122 million in Q2/24 and $113 million during Q1/25. Adjusted EBITDA benefitted from higher gross margin before depreciation and amortization, cost-saving initiatives and operational efficiencies.
Cash provided by operating activities before changes in working capital increased to $89 million in Q2/25 compared to $63 million in Q2/24 and $62 million in Q1/25, a function of higher adjusted EBITDA, lower net finance costs, and lower current tax expense.
Free cash flow was a use of cash of $39 million in Q2/25 compared to a use of cash of $4 million during Q2/24 and source of cash of $85 million during Q1/25. Compared to the second quarter of 2024, an increase in cash provided by operating activities before changes in working capital was more than offset by increased growth capital spending and a build in net working capital, notably: (1) strategic inventory investments to support future projects, including work in progress related to EI assets and purchases of select major components with increasing lead times; (2) income taxes payable; and (3) executive transition costs.

 

0001904856-25-000003img107340264_1.jpg

Q2/25 Earnings News Release

1 ROCE is calculated by taking EBIT for the 12-month trailing period divided by capital employed. Capital employed is average debt and Shareholders’ equity less average cash for the trailing four quarters.

 


 

Return on capital employed (“ROCE”)1 increased to 16.4% in Q2/25 compared to 1.7% in Q2/24 and 14.2% in Q1/25. ROCE during the second quarter of 2025 was the highest in over five years, benefitting on a year-over-year basis from an increase in trailing 12-month EBIT and lower average capital employed, predominantly due to a decline in net debt.
Net earnings increased to $60 million or $0.49 per share in Q2/25 compared to $5 million or $0.04 per share in Q2/24 and $24 million or $0.19 per share in Q1/25. Compared to Q2/24, profitability benefitted from higher gross margin, lower SG&A expenses, lower net finance costs, reduced income tax expense, and an unrealized gain of $15 million related to the redemption options of its senior secured notes.
Invested $71 million in the business, consisting of $34 million in capital expenditures ($23 million for growth) and $37 million for expansion of an EI project in the EH region that was commissioned in Q3/25 and accounted for as a finance lease. The Company now expects capital expenditures of approximately $120 million this year (previous guidance of $110 million to $130 million), including approximately $60 million allocated to growth opportunities.
ES backlog as at June 30, 2025 of $1.2 billion was consistent on a year-over-year and sequential basis, providing strong visibility into future revenue generation and business activity levels. Bookings of $365 million during Q2/25 compared to $331 million in Q2/24, $205 million in Q1/25 and a trailing eight quarter average of $329 million. The ES book-to-bill ratio (calculated as bookings divided by revenue) was 1.1x during Q2/25 and was 1.0x on a trailing 12-month basis, highlighting that the Company is consistently replenishing its backlog in line with project execution.
Enerflex’s U.S. contract compression business continues to perform well, led by increasing natural gas production in the Permian.
o
This business generated revenue of $38 million and gross margin before depreciation and amortization of 74% during Q2/25 compared to $37 million and 65% in Q2/24 and $36 million and 72% during Q1/25. Revenue during Q2/25 reflects a shift in rental mix towards longer-term projects and a year-over-year reduction in non-rental activity.
o
Utilization remained stable at 94% across a fleet size of approximately 456,000 horsepower. Enerflex expects its North American contract compression fleet will grow to over 475,000 horsepower by the end of 2025.

SHAREHOLDER RETURNS

The Board of Directors has declared a quarterly dividend of C$0.0375 per share, payable on September 2, 2025, to shareholders of record on August 18, 2025.
During Q2/25, Enerflex repurchased 1,899,200 Common Shares at an average price of C$10.08 per share. Under the current normal course issuer bid (“NCIB”), the Company is authorized to acquire up to a maximum of 6,159,695 Common Shares or approximately 5% of its public float as at the application date, for cancellation. The NCIB commenced on April 1, 2025 and will terminate no later than March 31, 2026.

BALANCE SHEET AND LIQUIDITY

Enerflex exited Q2/25 with net debt of $608 million, which included $71 million of cash and cash equivalents, a decrease of $155 million compared to Q2/24 and $44 million higher than the first quarter of 2025. The increase in net debt compared to the first quarter of 2025 was a function of higher cash provided by operating activities before changes in working capital being more than offset by increased growth capital spending and a build in net working capital.
Enerflex’s bank-adjusted net debt-to-EBITDA ratio was approximately 1.3x at the end of Q2/25, down from 2.2x at the end of Q2/24 and consistent with Q1/25.
On July 11, Enerflex entered into an amended and restated credit agreement with respect to its syndicated secured revolving credit facility (the “RCF”). The maturity date of the RCF has been extended by three years to July 11, 2028, and availability is unchanged at $800 million. The Company also continues to maintain a $70 million unsecured credit facility (the “LC Facility”) with one of the lenders in its RCF syndicate.

 

MANAGEMENT COMMENTARY

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 2

 


 

Preet S. Dhindsa, Enerflex’s President and Chief Executive Officer (Interim), stated: “We’re proud to deliver another quarter of strong financial and operational performance, reflecting the consistent execution and resilience of our global platform. Our Energy Infrastructure and After-Market Services business lines continue to perform well, reinforcing Enerflex’s capacity to generate stable returns. We maintain solid visibility in our Engineered Systems business, supported by a healthy $1.2 billion backlog at the end of Q2/25, while continuing to closely monitor evolving market dynamics. The long-term fundamentals driving our growth, including global energy security, and the continued increases in demand for natural gas, remain firmly in place and we believe Enerflex is well positioned to take advantage of opportunities across our global platform.”

 

Joe Ladouceur, Enerflex's Chief Financial Officer (Interim), added: “Enerflex maintained a solid financial position in Q2/25, holding our leverage ratio steady at 1.3 times. Our focus remains on generating sustainable free cash flow, maintaining balance sheet strength, and driving long-term value creation. We continue to prioritize profitability and operational resilience to ensure Enerflex delivers strong and reliable returns for our shareholders.”

 

 

 

SUMMARY RESULTS

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

615

 

 

$

614

 

 

$

1,167

 

 

$

1,252

 

Gross margin ("GM")

 

 

139

 

 

 

136

 

 

 

267

 

 

 

223

 

GM as a percentage of revenue ("GM %")

 

 

22.6

%

 

 

22.1

%

 

 

22.9

%

 

 

17.8

%

Selling, general and administrative expenses (“SG&A”)

 

 

61

 

 

 

75

 

 

 

118

 

 

 

153

 

Foreign exchange loss

 

 

2

 

 

 

3

 

 

 

2

 

 

 

4

 

Operating income

 

 

76

 

 

 

58

 

 

 

147

 

 

 

66

 

EBITDA1

 

 

134

 

 

 

103

 

 

 

239

 

 

 

150

 

EBIT1

 

 

92

 

 

 

55

 

 

 

158

 

 

 

58

 

Net earnings (loss)

 

 

60

 

 

 

5

 

 

 

84

 

 

 

(13

)

Long-term debt

 

 

679

 

 

 

889

 

 

 

679

 

 

 

889

 

Net debt2

 

 

608

 

 

 

763

 

 

 

608

 

 

 

763

 

Cash (used in) provided by operating activities

 

 

(4

)

 

 

12

 

 

 

92

 

 

 

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Financial Performance Indicators (“KPIs”)

 

 

 

 

 

 

 

 

 

 

 

 

ES backlog3

 

$

1,227

 

 

$

1,251

 

 

$

1,227

 

 

$

1,251

 

ES bookings3

 

 

365

 

 

 

331

 

 

 

570

 

 

 

751

 

EI contract backlog4

 

 

1,462

 

 

 

1,604

 

 

 

1,462

 

 

 

1,604

 

GM before depreciation and amortization (“GM before D&A”)5

 

 

175

 

 

 

173

 

 

 

336

 

 

 

292

 

GM before D&A as a percentage of revenue ("GM before D&A %")5

 

 

28.5

%

 

 

28.2

%

 

 

28.8

%

 

 

23.3

%

Adjusted EBITDA6

 

 

130

 

 

 

122

 

 

 

243

 

 

 

191

 

Free cash flow7

 

 

(39

)

 

 

(4

)

 

 

46

 

 

 

68

 

Bank-adjusted net debt to EBITDA ratio7

 

 

1.3

x

 

2.2x

 

 

 

1.3

x

 

2.2x

 

Return on capital employed (“ROCE”)7,8

 

 

16.4

%

 

 

1.7

%

 

 

16.4

%

 

 

1.7

%

1EBITDA is defined as earnings before finance costs, income taxes, depreciation and amortization. EBIT is defined as earnings before finance costs and income taxes.

2 Net debt is defined as total long-term debt less cash and cash equivalent as presented in the Financial Statements.

3Refer to the “ES Bookings and Backlog” section of the MD&A for further details.

4Refer to the “EI Contract Backlog” section of the MD&A for further details.

5Refer to the “GM before D&A by Product Line and Recurring GM before D&A” section of the MD&A for further details.

6Refer to the “Adjusted EBITDA” section of the MD&A for further details.

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 3

 


 

7Refer to the “Non-IFRS Measures” section of the MD&A for further details.

8Determined by using the trailing 12-month period.

 

Enerflex’s interim consolidated financial statements and notes (the “financial statements”) and Management’s Discussion and Analysis (“MD&A”) as at June 30, 2025, can be accessed on the Company’s website at www.enerflex.com and under the Company’s SEDAR+ and EDGAR profiles at www.sedarplus.ca and www.sec.gov/edgar, respectively.

 

OUTLOOK

Enerflex’s near-term priorities remain unchanged and include: (1) enhancing the profitability of core operations; (2) leveraging the Company’s leading position in core operating countries to capitalize on expected increases in natural gas and produced water volumes; and (3) maximizing free cash flow to further strengthen Enerflex’s financial position, provide direct shareholder returns, and invest in selective customer supported growth opportunities.

 

Enerflex continues to expect operating results to be underpinned by the highly contracted EI product line and the recurring nature of AMS, which together are expected to account for approximately 65% of gross margin before depreciation and amortization during 2025. The EI product line is supported by customer contracts expected to generate approximately $1.5 billion of revenue over their remaining terms.

Demand in the ES product line remains constructive, although the Company is actively monitoring near-term risks and uncertainties, including the impact of tariffs and commodity price volatility. Enerflex expects ES revenue to remain steady in the near term, supported by a backlog of approximately $1.2 billion as at June 30, 2025, and gross margin for the ES product line to align more closely with historical averages, reflective of a shift in project mix.

The medium-term outlook for each of Enerflex’s product lines remains attractive, supported by anticipated growth in the supply of natural gas and associated liquids, especially within Enerflex’s North American footprint.

Capital Allocation

 

Enerflex is refining its capital expenditure guidance for 2025. The Company now expects capital expenditures of approximately $120 million this year (prior guidance of $110 million to $130 million), including approximately $60 million allocated to growth opportunities (prior guidance of $40 million to $60 million) and $60 million for maintenance and PP&E expenditures (prior guidance $70 million). Growth investments will focus on customer-supported opportunities, primarily in the U.S. contract compression business line, where market fundamentals remain strong. This strength is underpinned by expected increases in natural gas production in the Permian Basin and continued capital discipline from industry participants.

Providing meaningful direct shareholder returns is a priority for Enerflex. During Q2/25, Enerflex returned $18 million to shareholders through dividend ($4 million) and share repurchases ($14 million).

The current NCIB commenced on April 1, 2025, and will terminate no later than March 31, 2026, with the Company authorized to acquire up to a maximum of 6,159,695 Common Shares or approximately 5% of its public float as at the application date, for cancellation. During Q2/25, Enerflex repurchased 1,899,200 Common Shares at an average price of C$10.08 per share

Going forward, capital allocation decisions will be based on delivering value to Enerflex shareholders and measured against Enerflex’s ability to maintain balance sheet strength. In addition to disciplined growth capital spending, share repurchases and dividends, Enerflex will also consider further debt reduction to strengthen its balance sheet and lower net finance costs. Unlocking greater financial flexibility positions the Company to respond to evolving market conditions and capitalize on opportunities to optimize its debt stack.

 

 

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 4

 


 

DIVIDEND DECLARATION

Enerflex is committed to paying a sustainable quarterly cash dividend to shareholders. The Board of Directors has declared a quarterly dividend of C$0.0375 per share, payable on September 2, 2025, to shareholders of record on August 18, 2025.

 

 

CONFERENCE CALL AND WEBCAST DETAILS

Investors, analysts, members of the media, and other interested parties, are invited to participate in a conference call and audio webcast on Thursday, August 7, 2025 at 8:00 a.m. (MDT), where members of senior management will discuss the Company’s results. A question-and-answer period will follow.

To participate, register at https://register-conf.media-server.com/register/BI5f86b18a965d4257a4408154efdc3493. Once registered, participants will receive the dial-in numbers and a unique PIN to enter the call. The audio webcast of the conference call will be available on the Enerflex website at www.enerflex.com under the Investors section or can be accessed directly at https://edge.media-server.com/mmc/p/b7388nss/.

 

NON-IFRS MEASURES

Throughout this news release and other materials disclosed by the Company, Enerflex employs certain measures to analyze its financial performance, financial position, and cash flows, including net debt-to-EBITDA ratio and bank-adjusted net debt-to-EBITDA ratio. These non-IFRS measures are not standardized financial measures under IFRS and may not be comparable to similar financial measures disclosed by other issuers. Accordingly, non-IFRS measures should not be considered more meaningful than generally accepted accounting principles measures as indicators of Enerflex’s performance. Refer to “Non-IFRS Measures” of Enerflex’s MD&A for the three months ended June 30, 2025, for information which is incorporated by reference into this news release and can be accessed on Enerflex’s website at www.enerflex.com and under the Company’s SEDAR+ and EDGAR profiles at www.sedarplus.ca and www.sec.gov/edgar, respectively.

 

 

ADJUSTED EBITDA

 

Three months ended June 30, 2025

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings1

 

 

 

 

 

 

 

 

 

 

$

60

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

14

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

18

 

EBIT3

 

$

51

 

 

$

20

 

 

$

6

 

 

$

92

 

Depreciation and amortization

 

 

15

 

 

 

10

 

 

 

17

 

 

 

42

 

EBITDA

 

$

66

 

 

$

30

 

 

$

23

 

 

$

134

 

Share-based compensation

 

 

2

 

 

 

1

 

 

 

-

 

 

 

3

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

8

 

 

 

8

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(15

)

Adjusted EBITDA

 

$

68

 

 

$

31

 

 

$

31

 

 

$

130

 

1The Company included net earnings (loss), income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.

2Net finance costs are considered corporate expenditures and therefore have not been allocated to reporting segments.

3EBIT includes $15 million gain on redemption options associated with the Notes. Debt is managed within Corporate and is not allocated to reporting segments.

 

 

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 5

 


 

Three months ended June 30, 2024

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net loss1

 

 

 

 

 

 

 

 

 

 

$

5

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

27

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

23

 

EBIT

 

$

50

 

 

$

-

 

 

$

5

 

 

$

55

 

Depreciation and amortization

 

 

18

 

 

 

17

 

 

 

13

 

 

 

48

 

EBITDA

 

$

68

 

 

$

17

 

 

$

18

 

 

$

103

 

Restructuring, transaction and integration costs

 

 

2

 

 

 

2

 

 

 

1

 

 

 

5

 

Share-based compensation

 

 

2

 

 

 

-

 

 

 

-

 

 

 

2

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

12

 

 

 

12

 

Adjusted EBITDA

 

$

72

 

 

$

19

 

 

$

31

 

 

$

122

 

 

1The Company included net earnings (loss), income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.

2Net finance costs are considered corporate expenditures and therefore have not been allocated to reporting segments.

 

 

FREE CASH FLOW

The Company defines free cash flow as cash provided by (used in) operating activities, less total capital expenditures (growth and maintenance) for EI assets - operating leases and PP&E, mandatory debt repayments, and lease payments, while proceeds on disposals of PP&E and EI assets - operating leases are added back. Free cash flow may not be comparable to similar measures presented by other companies as it does not have a standardized meaning under IFRS. Management uses this non-IFRS measure to assess the level of free cash generated to fund other non-operating activities. These activities could include dividend payments, share repurchases, and non-mandatory debt repayments. Free cash flow is also used in calculating the dividend payout ratio.

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash provided by operating activities before changes in working capital and other1

 

$

89

 

 

$

63

 

 

$

151

 

 

$

81

 

Net change in working capital and other

 

 

(93

)

 

 

(51

)

 

 

(59

)

 

 

32

 

Cash (used in) provided by operating activities2

 

$

(4

)

 

$

12

 

 

$

92

 

 

$

113

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures - Maintenance and PP&E

 

 

(11

)

 

 

(9

)

 

 

(19

)

 

 

(18

)

Capital expenditures - Growth

 

 

(23

)

 

 

(1

)

 

 

(29

)

 

 

(9

)

Mandatory debt repayments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10

)

Lease payments

 

 

(5

)

 

 

(6

)

 

 

(11

)

 

 

(10

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds on disposals of PP&E and EI assets - operating leases

 

 

4

 

 

 

-

 

 

 

13

 

 

 

2

 

Free cash flow

 

$

(39

)

 

$

(4

)

 

$

46

 

 

$

68

 

Dividends paid

 

 

4

 

 

 

3

 

 

 

10

 

 

 

5

 

Dividend payout ratio

 

 

-

 

 

 

-

 

 

 

21.7

%

 

 

7.4

%

1Enerflex also refers to cash provided by operating activities before changes in working capital and other as “Funds from Operations” or “FFO”.

2Enerflex also refers to cash provided by operating activities as “Cashflow from Operations” or “CFO”.

BANK-ADJUSTED NET DEBT-TO-EBITDA RATIO

The Company defines net debt as short- and long-term debt less cash and cash equivalents at period end, which is then divided by EBITDA for the trailing 12-months. In assessing whether the Company is compliant with the financial covenants related to its debt instruments, certain adjustments are made to net debt and EBITDA to determine Enerflex's bank-adjusted net debt-to-EBITDA ratio. These adjustments and Enerflex's bank-adjusted net-debt-to EBITDA ratio are calculated in accordance with, and derived from, the Company's financing agreements.

 

 

GROSS MARGIN BEFORE DEPRECIATION AND AMORTIZATION

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 6

 


 

Gross margin before depreciation and amortization is a non-IFRS measure defined as gross margin excluding the impact of depreciation and amortization. The historical costs of assets may differ if they were acquired through acquisition or constructed, resulting in differing depreciation. Gross margin before depreciation and amortization is useful to present operating performance of the business before the impact of depreciation and amortization that may not be comparable across assets.

 

 

ADVISORY REGARDING FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking information”, “FLI”) within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are FLI. The use of any of the words “anticipate”, “believe”, “could”, “expect”, “future”, “may”, “potential”, “should”, “will” and similar expressions, (including negatives thereof) are intended to identify FLI.

In particular, this news release includes (without limitation) FLI pertaining to:

expectations that the North American contract compression fleet will grow to over 475,000 horsepower by the end of 2025;
Enerflex’s ability to leverage long-term fundamentals, including global energy security, and the continued increases in demand for natural gas to take advantage of opportunities across Enerflex’s global platform, and the time required in connection therewith, if at all;
Enerflex’s ability to generate sustainable free cash flow, maintain its balance sheet strength, and drive long-term value creation, and the time required in connection therewith, if at all;
disclosures under the heading “Outlook” including:
o
Enerflex’s ability to deliver on its near-term priorities, including (1) enhancing the profitability of its core operations; (2) leveraging the Company’s leading position in core operating countries to capitalize on expected increases in natural gas and produced water volumes; and (3) maximizing free cash flow to further strengthen Enerflex’s financial position, provide direct shareholder returns, and invest in selective customer supported growth opportunities, and the time required in connection therewith, if at all;
o
the highly contracted EI product line and the recurring nature of AMS will, together, account for approximately 65% of Enerflex’s gross margin before depreciation and amortization during 2025;
o
customer contracts within Enerflex’s EI product line will generate approximately $1.5 billion of revenue over their remaining terms;
o
ES gross margins are expected to align more closely with historical averages while ES revenue will remain steady in the near term;
o
supply of natural gas and associated liquids and produced water volumes are anticipated to grow, especially within Enerflex’s North American footprint, supporting an attractive medium-term outlook for each of Enerflex’s product lines;
o
total capital expenditures in 2025 will be approximately $120 million, including approximately $60 million allocated to growth opportunities and $60 million for maintenance and PP&E expenditures;
o
continued strength in the market fundamentals for U.S. contract compression, underpinned by expected increases in natural gas production in the Permian Basin and continued capital discipline from industry participants;
o
considerations to further reduce debt which will strengthen Enerflex’s balance sheet and lower net financing costs and that doing so will position the Company to respond to evolving market conditions and capitalize on opportunities to optimize its debt stack;
the ability of Enerflex to continue to pay a sustainable quarterly cash dividend; and

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 7

 


 

using free cash generated to fund other non-operating activities including dividend payments, share repurchases, and non-mandatory debt repayments, if at all.

FLI reflect Management's current beliefs and assumptions with respect to such things as the impact of general economic conditions; commodity prices; the markets in which Enerflex's products and services are used; general industry conditions, forecasts, and trends; changes to, and introduction of new, governmental regulations, laws, and income taxes; increased competition; availability of qualified personnel; political unrest and geopolitical conditions; and other factors, many of which are beyond the control of Enerflex. More specifically, Enerflex’s expectations in respect of its FLI are based on a number of assumptions, estimates and projections developed based on past experience and anticipated trends, including but not limited to:

the ability of the Company to navigate evolving market conditions and to adjust its business as needed to support long-term resilience and performance in response to increased near-term risks and uncertainties, including the impact of tariffs and commodity price volatility;
natural gas and associated liquids and produced water volumes across Enerflex’s global footprint will increase in line with expectations;
market conditions, customer activity, and industry fundamentals will support stable demand across Enerflex’s product lines and geographic regions throughout 2025;
the high level of contractual commitments within the EI product line and the predictable, recurring revenue from AMS will continue;
existing customer contracts within the EI product line will remain in effect and with no material cancellations or renegotiations over their remaining terms;
the execution of projects within the ES product line will proceed as scheduled and the conversion to revenue will proceed without significant delays or cancellations;
no significant unforeseen cost overruns or project delays;
market conditions continuing to support the NCIB within the anticipated timeframe; and
Enerflex will maintain sufficient cash flow, profitability, and financial flexibility to support the ongoing payment of a sustainable quarterly cash dividend, subject to market conditions, operational performance, and board approval.

As a result of the foregoing, actual results, performance, or achievements of Enerflex could differ and such differences could be material from those expressed in, or implied by, the FLI. The principal risks, uncertainties and other factors affecting Enerflex and its business are identified under the heading "Risk Factors"in: (i) Enerflex's Annual Information Form for the year ended December 31, 2024, dated February 27, 2025; and (ii) Enerflex's Annual Report dated February 26, 2025, as well as in the Company’s MD&A as at June 30, 2025 and in other filings with Canadian securities regulators and the SEC, copies of which are available under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively. Other unpredictable or unknown factors not discussed in this news release could have material adverse effects on the actual results, performance, or achievements of Enerflex expressed in, or implied by, the FLI.

The FLI included in this news release are made as of the date of this news release and are based on the information available to the Company at such time and, other than as required by law, Enerflex disclaims any intention or obligation to update or revise any FLI, whether as a result of new information, future events, or otherwise. This news release and its contents should not be construed, under any circumstances, as investment, tax, or legal advice.

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 8

 


 

The outlook provided in this news release is based on assumptions about future events, including economic conditions and proposed courses of action, based on Management's assessment of the relevant information currently available. The outlook is based on the same assumptions and risk factors set forth above and is based on the Company's historical results of operations. The outlook set forth in this news release was approved by Management and the Board of Directors. Management believes that the prospective financial information set forth in this news release has been prepared on a reasonable basis, reflecting Management's best estimates and judgments, and represents the Company's expected course of action in developing and executing its business strategy relating to its business operations. The prospective financial information set forth in this news release should not be relied on as necessarily indicative of future results. Actual results may vary, and such variance may be material.

 

ABOUT ENERFLEX

Enerflex is a premier integrated global provider of energy infrastructure and energy transition solutions, deploying natural gas, low-carbon, and treated water solutions – from individual, modularized products and services to integrated custom solutions. With over 4,400 engineers, manufacturers, technicians, and innovators, Enerflex is bound together by a shared vision: Transforming Energy for a Sustainable Future. The Company remains committed to the future of natural gas and the critical role it plays, while focused on sustainability offerings to support the energy transition and growing decarbonization efforts.

Enerflex’s common shares trade on the Toronto Stock Exchange under the symbol “EFX” and on the New York Stock Exchange under the symbol “EFXT”. For more information about Enerflex, visit www.enerflex.com.

For investor and media enquiries, contact:

Preet S. Dhindsa

President and Chief Executive Officer (Interim)

E-mail: PDhindsa@enerflex.com

Joe Ladouceur

Chief Financial Officer (Interim)

E-mail: JLadouceur@enerflex.com

Jeff Fetterly

Vice President, Corporate Development and Capital Markets

E-mail: JFetterly@enerflex.com

 

 

 

0001904856-25-000003img107340264_2.jpg

Q2/25 Earnings News Release 9

 


EX-99.2

 

 

0001904856-25-000003img108263785_0.jpg

 

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Statements of Financial Position (unaudited)

 

($ United States millions)

Notes

 

June 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

71

 

 

$

92

 

Short-term investments

 

 

 

3

 

 

 

-

 

Accounts receivable

2a

 

 

417

 

 

 

398

 

Unbilled revenue

2b

 

 

174

 

 

 

157

 

Energy infrastructure (“EI”) assets - finance leases receivable

3b

 

 

48

 

 

 

49

 

Inventories

4

 

 

304

 

 

 

258

 

Inventories - work-in-progress ("WIP") related to EI assets - finance leases receivable

4

 

 

91

 

 

 

35

 

Income taxes receivable

 

 

 

5

 

 

 

3

 

Prepayments

 

 

 

35

 

 

 

49

 

Total current assets

 

 

 

1,148

 

 

 

1,041

 

Unbilled revenue

2b

 

 

2

 

 

 

2

 

Property, plant and equipment ("PP&E")

 

 

 

98

 

 

 

96

 

EI assets - operating leases

3a

 

 

695

 

 

 

713

 

EI assets - finance leases receivable

3b

 

 

174

 

 

 

189

 

Lease right-of-use assets

 

 

 

62

 

 

 

58

 

Deferred tax assets

 

 

 

19

 

 

 

24

 

Intangible assets

 

 

 

33

 

 

 

37

 

Goodwill

 

 

 

428

 

 

 

422

 

Other assets

5

 

 

225

 

 

 

209

 

Total assets

 

 

$

2,884

 

 

$

2,791

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

$

470

 

 

$

413

 

Provisions

 

 

 

21

 

 

 

22

 

Income taxes payable

 

 

 

54

 

 

 

79

 

Deferred revenue

6

 

 

395

 

 

 

375

 

Lease liabilities

 

 

 

24

 

 

 

22

 

Total current liabilities

 

 

 

964

 

 

 

911

 

Deferred revenue

6

 

 

11

 

 

 

11

 

Long-term debt

7

 

 

679

 

 

 

708

 

Lease liabilities

 

 

 

50

 

 

 

47

 

Deferred tax liabilities

 

 

 

39

 

 

 

48

 

Other liabilities

 

 

 

14

 

 

 

17

 

Total liabilities

 

 

$

1,757

 

 

$

1,742

 

Shareholders’ equity

 

 

 

 

 

 

 

Share capital

8

 

$

501

 

 

$

505

 

Contributed surplus

9

 

 

669

 

 

 

678

 

Retained earnings

 

 

 

157

 

 

 

80

 

Accumulated other comprehensive loss

 

 

 

(200

)

 

 

(214

)

Total shareholders’ equity

 

 

 

1,127

 

 

 

1,049

 

Total liabilities and shareholders’ equity

 

 

$

2,884

 

 

$

2,791

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

0001904856-25-000003img108263785_1.jpg

F-1 0001904856-25-000003img108263785_2.jpg

 


Interim Condensed Consolidated Statements of Earnings (Loss) and Other Comprehensive Income (Loss) (unaudited)

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ United States millions, except per share amounts)

Notes

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

10,12

 

$

615

 

 

$

614

 

 

$

1,167

 

 

$

1,252

 

Cost of goods sold ("COGS")

12

 

 

476

 

 

 

478

 

 

 

900

 

 

 

1,029

 

Gross margin

 

 

 

139

 

 

 

136

 

 

 

267

 

 

 

223

 

Selling, general and administrative expenses ("SG&A")

11,12

 

 

61

 

 

 

75

 

 

 

118

 

 

 

153

 

Foreign exchange ("FX") loss

 

 

 

2

 

 

 

3

 

 

 

2

 

 

 

4

 

Operating income

 

 

 

76

 

 

 

58

 

 

 

147

 

 

 

66

 

Equity earnings from associates and joint ventures

 

 

 

1

 

 

 

-

 

 

 

1

 

 

 

-

 

Loss on financial instruments

 

 

 

-

 

 

 

(3

)

 

 

(2

)

 

 

(8

)

Unrealized gain on redemption options

 

 

 

15

 

 

 

-

 

 

 

12

 

 

 

-

 

Earnings before finance costs and income taxes (“EBIT”)

 

 

 

92

 

 

 

55

 

 

 

158

 

 

 

58

 

Net finance costs

13

 

 

18

 

 

 

23

 

 

 

41

 

 

 

49

 

Earnings before income taxes (“EBT”)

 

 

 

74

 

 

 

32

 

 

 

117

 

 

 

9

 

Current income taxes

 

 

 

14

 

 

 

22

 

 

 

36

 

 

 

36

 

Deferred income taxes

 

 

 

-

 

 

 

5

 

 

 

(3

)

 

 

(14

)

Income taxes

 

 

 

14

 

 

 

27

 

 

 

33

 

 

 

22

 

Net earnings (loss)

 

 

$

60

 

 

$

5

 

 

$

84

 

 

$

(13

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified to profit or loss in subsequent periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on derivatives designated as cash flow hedges
   transferred to net loss, net of income tax expense

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

1

 

Unrealized gain (loss) on translation of foreign-
   denominated debt

 

 

 

32

 

 

 

(6

)

 

 

32

 

 

 

(21

)

Unrealized gain (loss) on translation of financial
   statements of foreign operations

 

 

 

(23

)

 

 

-

 

 

 

(18

)

 

 

6

 

Other comprehensive income (loss)

 

 

 

9

 

 

 

(5

)

 

 

14

 

 

 

(14

)

Total comprehensive income (loss)

 

 

$

69

 

 

$

-

 

 

$

98

 

 

$

(27

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share – basic

 

 

$

0.49

 

 

$

0.04

 

 

$

0.68

 

 

$

(0.10

)

Earnings (loss) per share – diluted

 

 

$

0.49

 

 

$

0.04

 

 

$

0.68

 

 

$

(0.10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – basic

 

 

 

123,279,297

 

 

 

124,015,516

 

 

 

123,709,917

 

 

 

123,986,511

 

Weighted average number of shares outstanding – diluted

 

 

 

123,401,390

 

 

 

124,116,924

 

 

 

123,926,989

 

 

 

123,986,511

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

0001904856-25-000003img108263785_2.jpg F-2 Interim Condensed Consolidated Financial Statements

 

 


Interim Condensed Consolidated Statements of Cash Flows (unaudited)

 

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ United States millions)

Notes

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

 

$

60

 

 

$

5

 

 

$

84

 

 

$

(13

)

Items not requiring cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

42

 

 

 

48

 

 

 

81

 

 

 

92

 

Equity earnings from associates and joint ventures

 

 

 

(1

)

 

 

-

 

 

 

(1

)

 

 

-

 

Deferred income tax expense (recovery)

 

 

 

-

 

 

 

5

 

 

 

(3

)

 

 

(14

)

Share-based compensation expense

11

 

 

3

 

 

 

2

 

 

 

-

 

 

 

8

 

Loss on financial instruments

 

 

 

-

 

 

 

3

 

 

 

2

 

 

 

8

 

Unrealized gain on redemption options

 

 

 

(15

)

 

 

-

 

 

 

(12

)

 

 

-

 

 

 

 

 

89

 

 

 

63

 

 

 

151

 

 

 

81

 

Net change in working capital and other

15

 

 

(93

)

 

 

(51

)

 

 

(59

)

 

 

32

 

Cash (used in) provided by operating activities

 

 

$

(4

)

 

$

12

 

 

$

92

 

 

$

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to:

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E

 

 

$

(6

)

 

$

(4

)

 

$

(8

)

 

$

(7

)

EI assets - operating leases

3a

 

 

(28

)

 

 

(6

)

 

 

(40

)

 

 

(20

)

Intangible assets

 

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

(1

)

Proceeds on disposal of:

 

 

 

 

 

 

 

 

 

 

 

 

 

EI assets - operating leases

 

 

 

4

 

 

 

-

 

 

 

13

 

 

 

2

 

Net proceeds (purchases) of financial instruments

 

 

 

2

 

 

 

(3

)

 

 

(5

)

 

 

3

 

Net change in working capital associated with investing activities

 

 

 

18

 

 

 

(3

)

 

 

4

 

 

 

(1

)

Cash used in investing activities

 

 

$

(10

)

 

$

(17

)

 

$

(36

)

 

$

(24

)

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds (repayment) of the Revolving Credit Facility

7

 

$

32

 

 

$

152

 

 

$

(42

)

 

$

90

 

Repayment of the Term Loan

 

 

 

-

 

 

 

(120

)

 

 

-

 

 

 

(130

)

Lease liability principal repayment

 

 

 

(5

)

 

 

(6

)

 

 

(11

)

 

 

(10

)

Dividends

 

 

 

(4

)

 

 

(3

)

 

 

(10

)

 

 

(5

)

Stock option exercises

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

Shares repurchased - NCIB

8, 9

 

 

(14

)

 

 

-

 

 

 

(14

)

 

 

-

 

Deferred transaction costs

 

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

(1

)

Cash provided by (used in) financing activities

 

 

$

10

 

 

$

23

 

 

$

(76

)

 

$

(55

)

Effect of exchange rate changes on cash and cash equivalents denominated in foreign currencies

 

 

$

-

 

 

$

(2

)

 

$

(1

)

 

$

(3

)

(Decrease) Increase in cash and cash equivalents

 

 

 

(4

)

 

 

16

 

 

 

(21

)

 

 

31

 

Cash and cash equivalents, beginning of period

 

 

 

75

 

 

 

110

 

 

 

92

 

 

 

95

 

Cash and cash equivalents, end of period

 

 

$

71

 

 

$

126

 

 

$

71

 

 

$

126

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

0001904856-25-000003img108263785_1.jpg

F-3 0001904856-25-000003img108263785_2.jpg

 


 

Interim Condensed Consolidated Statements of Changes in Equity (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive losses

 

 

 

 

($ United States millions)

 

Share
capital

 

 

Contributed
surplus

 

 

Retained
earnings

 

 

Foreign currency
translation adjustments

 

 

Hedging
reserve

 

 

Total

 

At January 1, 2024

 

$

504

 

 

$

678

 

 

$

58

 

 

$

(185

)

 

$

(1

)

 

$

1,054

 

Net loss

 

 

-

 

 

 

-

 

 

 

(13

)

 

 

-

 

 

 

-

 

 

 

(13

)

Other comprehensive (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(15

)

 

 

1

 

 

 

(14

)

Effect of stock option plans

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Dividends

 

 

-

 

 

 

-

 

 

 

(5

)

 

 

-

 

 

 

-

 

 

 

(5

)

 At June 30, 2024

 

$

505

 

 

$

678

 

 

$

40

 

 

$

(200

)

 

$

-

 

 

$

1,023

 

At January 1, 2025

 

$

505

 

 

$

678

 

 

$

80

 

 

$

(214

)

 

$

-

 

 

$

1,049

 

Net earnings

 

 

-

 

 

 

-

 

 

 

84

 

 

 

-

 

 

 

-

 

 

 

84

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14

 

 

 

-

 

 

 

14

 

Effect of stock option plans

 

 

2

 

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Shares repurchased - NCIB

 

 

(6

)

 

 

(8

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14

)

Dividends

 

 

-

 

 

 

-

 

 

 

(7

)

 

 

-

 

 

 

-

 

 

 

(7

)

 At June 30, 2025

 

$

501

 

 

$

669

 

 

$

157

 

 

$

(200

)

 

$

-

 

 

$

1,127

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

 

0001904856-25-000003img108263785_2.jpg F-4 Interim Condensed Consolidated Financial Statements

 

 


 

0001904856-25-000003img108263785_3.jpg

Notes to the Interim Condensed Consolidated

Financial Statements (unaudited)

(All amounts in millions of United States dollars, except per share amounts or as otherwise noted.)

Note 1. Summary of Material Accounting Policies

(a)
Statement of Compliance

These unaudited interim condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements and were approved and authorized for issue by the Board of Directors (the “Board”) on August 6, 2025.

(b)
Basis of Presentation and Measurement

The Financial Statements for the three and six months ended June 30, 2025 and 2024 were prepared in accordance with IAS 34 “Interim Financial Reporting” and do not include all the disclosures included in the annual consolidated financial statements for the year ended December 31, 2024. Accordingly, these Financial Statements should be read in conjunction with the annual consolidated financial statements. Certain comparative figures have been reclassified to conform to the current period’s presentation.

Preparation of these Financial Statements requires Management to make judgments, estimates, and assumptions based on existing knowledge that affect the application of accounting policies and reported amounts and disclosures. Actual results could differ from these estimates and assumptions. In particular, the impact of geopolitical events, such as imposed tariffs in the North American market, could materially impact customer and supplier arrangements, as well as interest and inflation rates, resulting in increased volatility and near-term uncertainty. Management has, to the extent reasonable, incorporated known facts and circumstances into estimates made, however actual results could differ from those estimates and those differences could be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The Financial Statements are presented in United States dollars ("USD"), Enerflex Ltd. ("Enerflex" or the "Company") presentation currency, rounded to the nearest million except per share amounts or as otherwise noted. Transactions of the Company’s individual entities are recorded in their own functional currency based on the primary economic environment in which it operates. The Financial Statements are prepared on a going concern basis under the historical cost basis with certain financial assets and financial liabilities recorded at fair value. There have been no significant changes in accounting policies compared to those described in the annual consolidated financial statements for the year-ended December 31, 2024 except for the change as per note 1(c) below.

(c)
Change in Accounting Policies
i.
Amendments to Current Accounting Policies

IAS 21 The Effects of Changes in Foreign Exchange Rates (“IAS 21”)

In August 2023, the IASB issued amendments to IAS 21 which specify how an entity should assess whether a currency is exchangeable and how to estimate the spot exchange rate when a currency is not exchangeable.

Under the amendment, a currency is considered to be exchangeable into another currency when an entity is able to obtain the other currency within a timeframe that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations. When a currency is not exchangeable, an entity estimates the spot rate as the rate at which an orderly transaction would take place between market participants at the measurement date that would reflect the prevailing economic conditions.

 

0001904856-25-000003img108263785_1.jpg

F-5 0001904856-25-000003img108263785_2.jpg

 


 

An entity is required to disclose information that would enable users to evaluate when and how a currency's lack of exchangeability affects financial performance, financial positions, and cash flows of an entity.

The amendment is effective for annual periods beginning on or after January 1, 2025 and has been adopted by the Company. There was no adjustment that resulted from its adoption on January 1, 2025.

Note 2. Accounts Receivable and Unbilled Revenue

(a) Accounts Receivable

Accounts receivable consisted of the following:

 

June 30, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

$

413

 

 

$

400

 

 

 

 

 

 

 

 

Less: allowance for doubtful accounts

 

 

(11

)

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

$

402

 

 

$

389

 

 

 

 

 

 

 

 

Other receivables

 

 

15

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

417

 

 

$

398

 

 

 

 

 

 

 

 

Aging of trade receivables:

 

June 30, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current to 90 days

 

$

330

 

 

$

308

 

 

 

 

 

 

 

 

Over 90 days

 

 

83

 

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

$

413

 

 

$

400

 

 

 

 

 

 

 

 

(b) Unbilled Revenue

Movement in Unbilled Revenue was as follows:

 

 

Six months ended

 

 

Twelve months ended

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Opening balance

 

$

159

 

 

$

309

 

Unbilled revenue recognized

 

 

366

 

 

 

766

 

Amounts billed

 

 

(351

)

 

 

(753

)

Transfer to other assets

 

 

-

 

 

 

(161

)

Currency translation effects

 

 

2

 

 

 

(2

)

Closing balance

 

$

176

 

 

$

159

 

 

 

 

 

 

 

 

Current unbilled revenue

 

$

174

 

 

$

157

 

Non-current unbilled revenue

 

 

2

 

 

 

2

 

Total unbilled revenue

 

$

176

 

 

$

159

 

 

 

0001904856-25-000003img108263785_2.jpg F-6 Notes to the Interim Condensed Consolidated Financial Statements

 

 


 

Note 3. Energy Infrastructure Assets

The Company’s EI assets are comprised of Build-Own-Operate-Maintain (“BOOM”) assets and contract compression assets which are leased to client partners. At the inception of a lease contract, all leases are classified as either an operating lease or a finance lease in accordance with IFRS.

(a)
EI Assets – Operating Leases

EI assets under lease arrangements that are classified and accounted for as operating leases are stated at cost less accumulated depreciation and impairment losses. The estimated useful lives of these assets are generally between five and 30 years.

A reconciliation of the changes in the carrying amount of EI assets is as follows:

 

 

Six months ended

 

 

Twelve months ended

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Cost

 

 

 

 

 

 

Balance, January 1

 

$

1,059

 

 

$

1,142

 

Additions

 

 

40

 

 

 

59

 

Disposals1

 

 

(7

)

 

 

(119

)

Currency translation effects

 

 

11

 

 

 

(23

)

Total cost

 

$

1,103

 

 

$

1,059

 

Accumulated depreciation

 

 

 

 

 

 

Balance, January 1

 

$

(346

)

 

$

(278

)

Depreciation charge

 

 

(55

)

 

 

(111

)

Impairment

 

 

-

 

 

 

(1

)

Disposals1

 

 

2

 

 

 

27

 

Currency translation effects

 

 

(9

)

 

 

17

 

Total accumulated depreciation

 

$

(408

)

 

$

(346

)

Net book value

 

$

695

 

 

$

713

 

1 During the three months ended March 31, 2024, disposals include reclassification of a BOOM asset from an operating to a finance lease as a result of a contract modification.

Depreciation of EI assets - operating leases included in COGS for the three and six months ended June 30, 2025, was $29 million and $55 million (June 30, 2024 - $30 million and $56 million).

During the three and six months ended June 30, 2025, the Company recognized $50 million and $100 million of revenue related to operating leases in its Latin America (“LATAM”) and Eastern Hemisphere (“EH”) segments (June 30, 2024 – $58 million and $111 million), and $37 million and $74 million of revenue related to its North America (“NAM”) contract compression fleet (June 30, 2024 – $35 million and $71 million).

A summary of the carrying amount of EI assets by reporting segment is as follows:

EI assets - operating leases

 

June 30, 2025

 

 

December 31, 2024

 

NAM

 

$

295

 

 

$

286

 

LATAM

 

 

175

 

 

 

185

 

EH

 

 

225

 

 

 

242

 

Closing balance

 

$

695

 

 

$

713

 

 

 

0001904856-25-000003img108263785_1.jpg

F-7 0001904856-25-000003img108263785_2.jpg

 


 

(b)
EI Assets - Finance Leases Receivable

Lease arrangements for certain EI assets are considered finance leases when the risks and rewards of ownership are transferred to the lessee, which generally occurs in the following circumstances: ownership of the lease is transferred to the lessee by the end of the lease term; the lessee has the option to purchase the leased asset at a price that is sufficiently lower than the fair value at the date the option becomes exercisable for it to be reasonably certain, at the inception date, that option will be exercised; the term of the lease is for the major part of the economic life of the asset; or the present value of the lease payments amounts to substantially all of the fair value of the asset.

The majority of Enerflex's finance leases, which are primarily attributable to the EH reporting segment, have an initial term ranging from five to 10 years.

A summary of the gross and present value of future lease payments to be received under the Company's finance leases is shown below:

 

 

 

Minimum lease payments and unguaranteed
residual value

 

 

Present value of minimum lease payments and
unguaranteed residual value

 

 

 

June 30, 2025

 

 

December 31, 2024

 

 

June 30, 2025

 

 

December 31, 2024

 

Less than one year

 

$

50

 

 

$

49

 

 

$

48

 

 

$

49

 

Between one and five years

 

 

186

 

 

 

188

 

 

 

148

 

 

 

145

 

Greater than five years

 

 

45

 

 

 

54

 

 

 

26

 

 

 

44

 

 

 

$

281

 

 

$

291

 

 

$

222

 

 

$

238

 

Less: Unearned interest revenue

 

 

(59

)

 

 

(53

)

 

 

-

 

 

 

-

 

Closing balance

 

$

222

 

 

$

238

 

 

$

222

 

 

$

238

 

 

 

 

 

 

 

 

Six months ended

 

 

Twelve months ended

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Opening balance

 

$

238

 

 

$

204

 

Additions1

 

 

-

 

 

 

87

 

Interest revenue

 

 

9

 

 

 

22

 

Payments (principal and interest)

 

 

(25

)

 

 

(73

)

Other

 

 

-

 

 

 

(2

)

Closing balance

 

$

222

 

 

$

238

 

1During the three months ended March 31, 2024, additions included the conversion of a BOOM asset, which was previously accounted for as an operating lease, to a finance lease as a result of a contract modification.

The Company recognized non-cash selling profit related to the commencement of finance leases of nil for the three and six months ended June 30, 2025 (June 30, 2024 – less than $1 million and $3 million).

The average interest rates implicit in the leases are fixed at the contract date for the entire lease term. At June 30, 2025, the average interest rate was 7.6% per annum (December 31, 2024 – 7.6%). The finance leases receivable at the end of the reporting period were neither past due nor impaired.

 

 

 

0001904856-25-000003img108263785_2.jpg F-8 Notes to the Interim Condensed Consolidated Financial Statements

 

 


 

Note 4. Inventories

Inventories consisted of the following:

 

 

June 30, 2025

 

 

December 31, 2024

 

Direct materials

 

$

115

 

 

$

85

 

Repair and distribution parts

 

 

97

 

 

 

94

 

Work-in-progress

 

 

75

 

 

 

62

 

Equipment

 

 

17

 

 

 

17

 

Total inventories

 

$

304

 

 

$

258

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

WIP related to EI assets - finance leases receivable

 

$

91

 

 

$

35

 

 

COGS includes inventory write-downs pertaining to obsolescence and aging, and recoveries of past write-downs upon disposition. The net change in inventory reserves charged to consolidated statements of earnings (loss) and included in COGS for three and six months ended June 30, 2025 was $1 million and $2 million (June 30, 2024 - $1 million and $1 million).

 

The cost related to construction of EI assets determined to be finance leases are accounted for as work-in-progress related to finance leases. Once a project is completed and enters service it is classified to COGS.

Note 5. Other Assets

Other assets comprise of the following:

 

 

June 30, 2025

 

 

December 31, 2024

 

Project asset

 

$

161

 

 

$

161

 

Investment in associates and joint ventures

 

 

28

 

 

 

26

 

Redemption option

 

 

29

 

 

 

17

 

Prepaid deposits

 

 

7

 

 

 

5

 

Total other assets

 

$

225

 

 

$

209

 

 

Note 6. Deferred Revenue

Changes in deferred revenue were as follows:

 

 

Six months ended

 

 

Twelve months ended

 

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

Opening balance

 

$

386

 

 

$

319

 

 

 

 

 

 

 

 

Cash received in advance of revenue recognition

 

 

274

 

 

 

1,067

 

 

 

 

 

 

 

 

Revenue subsequently recognized

 

 

(256

)

 

 

(996

)

 

 

 

 

 

 

 

Currency translation effects

 

 

2

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing balance

 

$

406

 

 

$

386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current deferred revenue

 

$

395

 

 

$

375

 

 

 

 

 

 

 

 

Non-current deferred revenue

 

 

11

 

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

$

406

 

 

$

386

 

 

 

 

 

 

 

 

 

 

0001904856-25-000003img108263785_1.jpg

F-9 0001904856-25-000003img108263785_2.jpg

 


 

Note 7. Long-Term Debt

Long-term debt is comprised of USD denominated Senior Secured Notes (the "Notes") and the three-year secured revolving credit facility (“RCF”) with both USD and Canadian dollar ("CAD") components.

Composition of the borrowings on the Notes and RCF were as follows.

 

 

 

Maturity Date

 

June 30, 2025

 

 

December 31, 2024

 

Notes

 

October 15, 2027

 

$

563

 

 

$

563

 

Drawings on the RCF

 

October 13, 2026

 

 

154

 

 

 

191

 

 

 

 

 

 

717

 

 

 

754

 

Deferred transaction costs and Notes discount

 

 

 

 

(38

)

 

 

(46

)

Long-term debt

 

 

 

$

679

 

 

$

708

 

 

 

 

 

 

 

 

 

 

Non-current portion of long-term debt

 

 

 

 

679

 

 

 

708

 

Long-term debt

 

 

 

$

679

 

 

$

708

 

 

The Notes have a maturity date of October 15, 2027 and bear interest at 9.0% per annum payable semi-annually in arrears.

The RCF has a maturity date of October 13, 2026 (the "Maturity Date"). The Company's limit under the RCF is $800 million, which may be increased by $50 million at the request of the Company, subject to the lenders’ consent.

Subsequent to June 30, 2025, Enerflex entered into an agreement to extend the maturity date of its RCF by three years to July 11, 2028, the availability remained unchanged at $800 million.

As part of the RCF, the Company can request issuance of up to $150 million in letters of guarantee, standby letters of credit, performance bonds, counter guarantees, import documentary credits, country standby letters of credit, or similar credits to finance the day-to-day operations of the Company. As at June 30, 2025, the Company utilized $87 million of this $150 million limit. The Company has an additional $70 million unsecured credit facility (“LC Facility”) with one of the lenders in its RCF. This LC Facility allows the Company request the same forms of credits as under the RCF. This LC Facility is supported by performance security guarantees provided by Export Development Canada. As at June 30, 2025, the Company had utilized $29 million of the $70 million available limit.

The weighted average interest rate on the RCF for the three months ended June 30, 2025 was 6.0% (December 31, 2024 - 7.4%). At June 30, 2025, without considering renewal at similar terms, the USD equivalent principal payments due over the next five years are $717 million, and nil thereafter.

The Company is required to maintain certain covenants on the RCF and the Notes. As at June 30, 2025, the Company was in compliance with its covenants, as shown below:

 

 

 

 

For the six months ended June 30,

 

2025

 

 

2024

 

 

Requirement

 

Performance

 

 

Performance

Senior secured net funded debt to EBITDA ratio1 – Maximum

 

2.5x

 

 

0.2

x

 

0.5x

Bank-adjusted net debt to EBITDA ratio2 – Maximum

 

4.0x

 

 

1.3

x

 

2.2x

Interest coverage ratio3 – Minimum

 

2.5x

 

 

5.4

x

 

3.9x

1 Senior secured net funded debt to EBITDA is defined as borrowings under the RCF less cash and cash equivalents, divided by trailing 12-month EBITDA as defined by the Company’s lenders.

2 Bank-adjusted net debt to EBITDA is defined as borrowings under the RCF and Notes less cash and cash equivalents, divided by the trailing 12-month EBITDA as defined by the Company’s lenders.

3 Interest coverage ratio is calculated by dividing the trailing 12-month EBITDA, as defined by the Company’s lenders, by interest expense over the same timeframe.

 

0001904856-25-000003img108263785_2.jpg F-10 Notes to the Interim Condensed Consolidated Financial Statements

 

 


 

Note 8. Share Capital

The Company is authorized to issue an unlimited number of common shares without par value. Share capital comprises only one class of ordinary shares, carrying one voting right and one right to a dividend.

Changes in share capital were as follows:

Issued and Outstanding

 

Six months ended June 30, 2025

 

 

Twelve months ended December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of common shares

 

 

Common share capital

 

 

Number of common shares

 

 

Common share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance

 

 

124,143,179

 

 

$

505

 

 

 

123,956,865

 

 

$

504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

309,849

 

 

 

2

 

 

 

186,314

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares repurchased - NCIB

 

 

(1,875,000

)

 

 

(6

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing balance

 

 

122,578,028

 

 

$

501

 

 

 

124,143,179

 

 

$

505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Enerflex announced on March 28, 2025 that the Toronto Stock Exchange ("TSX") approved the Company's application to implement a Normal Course Issuer Bid ("NCIB") for a portion of its common shares. Under the NCIB, the Company is authorized to acquire up to a maximum of 6,159,695 common shares or approximately 5% of its public float as at the application date, for cancelation.

The NCIB commenced on April 1, 2025 and will terminate no later than March 31, 2026. Purchases under the NCIB will be made in accordance with applicable regulatory requirements at a price per common share representative of the market price at the time of acquisition.

Enerflex entered into an automatic share purchase plan ("ASPP") with its designated broker that allows for the purchase of common shares during quarterly predetermined blackout periods and other periods when Enerflex may be in possession of material undisclosed information and would not ordinarily be permitted to purchase common shares. Purchases under the ASPP are determined by the designated broker in its sole discretion based on purchasing parameters set by Enerflex when Enerflex is not in blackout and in accordance with the rules of the Toronto Stock Exchange (“TSX”), applicable securities laws and the terms of the ASPP. Outside of the periods noted above, purchases under the NCIB will be completed at Enerflex's discretion and pursuant to the terms of the ASPP, as may be amended from time to time in accordance with the terms of the ASPP. All common shares purchased under the NCIB will be canceled. The Company intends to fund the purchases out of its available resources.

During the three months ended June 30, 2025, the Company repurchased 1,899,200 common shares and cancelled 1,875,000 of those common shares. The shares were purchased at a volume weighted average price of CAD $10.08 per common share for a total of $14 million. Contributed surplus was reduced by $8 million, which represents the excess of the purchase price of the common shares over their carrying value.

Note 9. Contributed Surplus

Contributed surplus consists of accumulated stock options less the fair value of the exercised options at the grant date, reclassified to share capital, and repurchase of shares through the NCIB.

Changes in contributed surplus were as follows:

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance

 

$

678

 

 

$

678

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

(1

)

 

 

-

 

 

 

 

 

 

 

 

Shares repurchased - NCIB

 

 

(8

)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing balance

 

$

669

 

 

$

678

 

 

 

 

 

 

 

 

 

 

0001904856-25-000003img108263785_1.jpg

F-11 0001904856-25-000003img108263785_2.jpg

 


 

Note 10. Revenue

Revenue by product line was as follows:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Energy Infrastructure ("EI")

 

$

147

 

 

$

141

 

 

$

300

 

 

$

370

 

After-Market Services ("AMS")

 

 

124

 

 

 

127

 

 

 

244

 

 

 

248

 

Engineered Systems ("ES")

 

 

344

 

 

 

346

 

 

 

623

 

 

 

634

 

Total revenue

 

$

615

 

 

$

614

 

 

$

1,167

 

 

$

1,252

 

 

 

Revenue by geographic location, which is based on destination of sale, was as follows:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

United States

 

$

277

 

 

$

255

 

 

$

523

 

 

$

537

 

Canada

 

 

88

 

 

 

92

 

 

 

164

 

 

 

151

 

Argentina

 

 

46

 

 

 

40

 

 

 

103

 

 

 

76

 

Oman

 

 

31

 

 

 

32

 

 

 

63

 

 

 

157

 

Nigeria

 

 

33

 

 

 

40

 

 

 

61

 

 

 

58

 

Australia

 

 

17

 

 

 

15

 

 

 

35

 

 

 

33

 

Mexico

 

 

18

 

 

 

18

 

 

 

34

 

 

 

31

 

Brazil

 

 

15

 

 

 

16

 

 

 

29

 

 

 

31

 

Bahrain

 

 

14

 

 

 

10

 

 

 

29

 

 

 

21

 

Mozambique

 

 

21

 

 

 

-

 

 

 

21

 

 

 

-

 

Others

 

 

55

 

 

 

96

 

 

 

105

 

 

 

157

 

Total revenue

 

$

615

 

 

$

614

 

 

$

1,167

 

 

$

1,252

 

For the six months ended June 30, 2025, the Company had no individual customer which accounted for more than 10% of its revenue (June 30, 2024 – nil).

 

The following table outlines the Company’s unsatisfied performance obligations, by product line, as at June 30, 2025:

 

 

Less than one year

 

 

One to two years

 

 

Greater than two years

 

 

Total

 

EI

 

$

447

 

 

$

324

 

 

$

691

 

 

$

1,462

 

AMS

 

 

89

 

 

 

33

 

 

 

67

 

 

 

189

 

ES

 

 

1,181

 

 

 

39

 

 

 

7

 

 

 

1,227

 

 Total

 

$

1,717

 

 

$

396

 

 

$

765

 

 

$

2,878

 

 

Note 11. Selling, General and Administrative Expenses

SG&A expenses comprise of costs incurred by the Company to support the business operations that are not directly attributable to the production of goods or services.

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Core SG&A1

 

$

52

 

 

$

62

 

 

$

106

 

 

$

120

 

Share-based compensation

 

 

3

 

 

 

2

 

 

 

-

 

 

 

8

 

Depreciation and amortization

 

 

6

 

 

 

11

 

 

 

12

 

 

 

23

 

Bad debt expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

Total SG&A

 

$

61

 

 

$

75

 

 

$

118

 

 

$

153

 

1 Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses.

 

0001904856-25-000003img108263785_2.jpg F-12 Notes to the Interim Condensed Consolidated Financial Statements

 

 


 

Note 12. Segmented Information

The Company has identified three reporting segments for external reporting:

NAM consists of operations in Canada and the U.S.
LATAM consists of operations in Argentina, Bolivia, Brazil, Colombia, Mexico, and Peru.
EH consists of operations in the Middle East, Africa, Europe, Australia, and Asia.

Each segment generates revenue from the EI, AMS, and ES product lines.

The accounting policies, determination of reportable operating segments, and allocation of corporate overheads is consistent with those disclosed in Note 3 "Summary of Material Accounting Policies" of the Company's annual consolidated financial statements for the year-ended December 31, 2024.

The following tables provide operating results for the Company’s reportable segments.

 

 

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Three months ended June 30,

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Segment revenue

 

$

435

 

 

$

439

 

 

$

89

 

 

$

100

 

 

$

93

 

 

$

97

 

 

$

617

 

 

$

636

 

Intersegment revenue

 

 

(2

)

 

 

(20

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2

)

 

 

(2

)

 

 

(22

)

Revenue

 

 

433

 

 

 

419

 

 

 

89

 

 

 

100

 

 

 

93

 

 

 

95

 

 

 

615

 

 

 

614

 

EI

 

 

38

 

 

 

37

 

 

 

69

 

 

 

63

 

 

 

40

 

 

 

41

 

 

 

147

 

 

 

141

 

AMS

 

 

64

 

 

 

72

 

 

 

15

 

 

 

16

 

 

 

45

 

 

 

39

 

 

 

124

 

 

 

127

 

ES

 

 

331

 

 

 

310

 

 

 

5

 

 

 

21

 

 

 

8

 

 

 

15

 

 

 

344

 

 

 

346

 

Revenue

 

 

433

 

 

 

419

 

 

 

89

 

 

 

100

 

 

 

93

 

 

 

95

 

 

 

615

 

 

 

614

 

EI

 

 

21

 

 

 

21

 

 

 

45

 

 

 

50

 

 

 

28

 

 

 

25

 

 

 

94

 

 

 

96

 

AMS

 

 

52

 

 

 

58

 

 

 

11

 

 

 

11

 

 

 

35

 

 

 

31

 

 

 

98

 

 

 

100

 

ES

 

 

273

 

 

 

247

 

 

 

5

 

 

 

17

 

 

 

6

 

 

 

18

 

 

 

284

 

 

 

282

 

COGS1

 

 

346

 

 

 

326

 

 

 

61

 

 

 

78

 

 

 

69

 

 

 

74

 

 

 

476

 

 

 

478

 

EI

 

 

17

 

 

 

16

 

 

 

24

 

 

 

13

 

 

 

12

 

 

 

16

 

 

 

53

 

 

 

45

 

AMS

 

 

12

 

 

 

14

 

 

 

4

 

 

 

5

 

 

 

10

 

 

 

8

 

 

 

26

 

 

 

27

 

ES

 

 

58

 

 

 

63

 

 

 

-

 

 

 

4

 

 

 

2

 

 

 

(3

)

 

 

60

 

 

 

64

 

Gross Margin

 

 

87

 

 

 

93

 

 

 

28

 

 

 

22

 

 

 

24

 

 

 

21

 

 

 

139

 

 

 

136

 

SG&A1

 

 

35

 

 

 

43

 

 

 

9

 

 

 

16

 

 

 

17

 

 

 

16

 

 

 

61

 

 

 

75

 

FX (gain) loss

 

 

2

 

 

 

-

 

 

 

(1

)

 

 

3

 

 

 

1

 

 

 

-

 

 

 

2

 

 

 

3

 

Operating income

 

$

50

 

 

$

50

 

 

$

20

 

 

$

3

 

 

$

6

 

 

$

5

 

 

$

76

 

 

$

58

 

1 Depreciation and amortization for the reporting segments are recorded in COGS and SG&A. During the three months ended June 30, 2025 the amount of depreciation and amortization in NAM was $15 million (June 30, 2024 – $18 million); LATAM was $10 million (June 30, 2024 – $17 million); and EH was $17 million (June 30, 2024 – $13 million).

 

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Six months ended June 30,

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Segment revenue

 

$

803

 

 

$

824

 

 

$

191

 

 

$

184

 

 

$

182

 

 

$

283

 

 

$

1,176

 

 

$

1,291

 

Intersegment revenue

 

 

(8

)

 

 

(36

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

(3

)

 

 

(9

)

 

 

(39

)

Revenue

 

 

795

 

 

 

788

 

 

 

191

 

 

 

184

 

 

 

181

 

 

 

280

 

 

 

1,167

 

 

 

1,252

 

EI

 

 

74

 

 

 

73

 

 

 

143

 

 

 

120

 

 

 

83

 

 

 

177

 

 

 

300

 

 

 

370

 

AMS

 

 

124

 

 

 

138

 

 

 

35

 

 

 

30

 

 

 

85

 

 

 

80

 

 

 

244

 

 

 

248

 

ES

 

 

597

 

 

 

577

 

 

 

13

 

 

 

34

 

 

 

13

 

 

 

23

 

 

 

623

 

 

 

634

 

Revenue

 

 

795

 

 

 

788

 

 

 

191

 

 

 

184

 

 

 

181

 

 

 

280

 

 

 

1,167

 

 

 

1,252

 

EI

 

 

39

 

 

 

38

 

 

 

96

 

 

 

89

 

 

 

55

 

 

 

146

 

 

 

190

 

 

 

273

 

AMS

 

 

104

 

 

 

114

 

 

 

25

 

 

 

21

 

 

 

65

 

 

 

62

 

 

 

194

 

 

 

197

 

ES

 

 

495

 

 

 

468

 

 

 

11

 

 

 

28

 

 

 

10

 

 

 

63

 

 

 

516

 

 

 

559

 

COGS1

 

 

638

 

 

 

620

 

 

 

132

 

 

 

138

 

 

 

130

 

 

 

271

 

 

 

900

 

 

 

1,029

 

EI

 

 

35

 

 

 

35

 

 

 

47

 

 

 

31

 

 

 

28

 

 

 

31

 

 

 

110

 

 

 

97

 

AMS

 

 

20

 

 

 

24

 

 

 

10

 

 

 

9

 

 

 

20

 

 

 

18

 

 

 

50

 

 

 

51

 

ES

 

 

102

 

 

 

109

 

 

 

2

 

 

 

6

 

 

 

3

 

 

 

(40

)

 

 

107

 

 

 

75

 

Gross Margin

 

 

157

 

 

 

168

 

 

 

59

 

 

 

46

 

 

 

51

 

 

 

9

 

 

 

267

 

 

 

223

 

SG&A1

 

 

67

 

 

 

85

 

 

 

19

 

 

 

29

 

 

 

32

 

 

 

39

 

 

 

118

 

 

 

153

 

FX (gain) loss

 

 

2

 

 

 

-

 

 

 

(1

)

 

 

4

 

 

 

1

 

 

 

-

 

 

 

2

 

 

 

4

 

Operating income (loss)

 

$

88

 

 

$

83

 

 

$

41

 

 

$

13

 

 

$

18

 

 

$

(30

)

 

$

147

 

 

$

66

 

1 Depreciation and amortization for the reporting segments are recorded in COGS and SG&A. During the six months ended June 30, 2025 the amount of depreciation and amortization in NAM was $31 million (June 30, 2024 –$36 million); LATAM was $21 million (June 30, 2024 – $27 million); and EH was $29 million (June 30, 2024 – $29 million).

 

0001904856-25-000003img108263785_1.jpg

F-13 0001904856-25-000003img108263785_2.jpg

 


 

Note 13. Finance Costs and Income

Net finance costs were comprised of the following:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Interest on debt

 

$

16

 

 

$

22

 

 

$

32

 

 

$

45

 

Accretion of Notes discount

 

 

2

 

 

 

2

 

 

 

4

 

 

 

4

 

Lease interest expense

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

Other interest expense

 

 

-

 

 

 

-

 

 

 

5

 

 

 

1

 

Total finance costs

 

$

19

 

 

$

25

 

 

$

43

 

 

$

52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance Income

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

1

 

 

 

2

 

 

 

2

 

 

 

3

 

Net finance costs

 

$

18

 

 

$

23

 

 

$

41

 

 

$

49

 

 

Note 14. Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, certain portion of other assets, derivative instruments, accounts payable, and borrowings under the long-term debt.

Designation and Fair Value of Financial Instruments

The Company's financial instruments at June 30, 2025 were designated and valued in the same manner as they were at December 31, 2024. Accordingly, with the exception of borrowings under the long-term debt, the estimated fair values of the Company's financial instruments approximated their carrying values at June 30, 2025.

The carrying value and estimated fair value of borrowings under the long-term debt as at June 30, 2025, was $679 million and $774 million, respectively (December 31, 2024 - $708 million and $804 million, respectively). The fair value of the Notes at June 30, 2025, was determined on a discounted cash flow basis with a weighted average discount rate of 5.2% (December 31, 2024 – 6.3%), while the fair value of the RCF approximates the amount outstanding under the RCF.

Derivative Financial Instruments and Hedge Accounting

Foreign exchange contracts are transacted with financial institutions to hedge foreign currency denominated obligations and cash receipts related to purchases of inventory and sales of products.

The following table summarizes the Company’s commitments to buy and sell foreign currencies at June 30, 2025

 

 

 

Notional amount

 

 

Maturity

Canadian Dollar Denominated Contracts

 

 

 

 

 

 

 

Purchase contracts

 

USD

 

$

24

 

 

July 2025 - Jan 2027

Sales contracts

 

USD

 

$

(5

)

 

July 2025 - July 2027

At June 30, 2025 the fair value of derivative financial instruments classified as financial assets was less than $1 million, and as financial liabilities was less than $1 million (December 31, 2024 - less than $1 million and less than $1 million).

Foreign Currency Exposure

The functional currency of the parent Company is CAD while the functional currency of the majority of the Company's subsidiaries is USD. The parent Company is therefore exposed to fluctuations of the CAD against the USD on its net investment in the USD functional subsidiaries. The Company hedges this exposure via a net investment hedge by designating a portion of the Company's USD borrowings as a hedging instrument. As a result, foreign exchange gains and losses on translation of $509 million in designated USD borrowings are included in accumulated other comprehensive losses for the three months ended June 30, 2025. The cumulative currency translation adjustments will be recognized in net earnings when there has been a reduction in the net investment in the foreign operations. If the CAD were to weaken by 5%, the Company could experience additional foreign exchange losses on its USD borrowings of approximately $25 million, which would be recorded in the consolidated statement of other comprehensive income (loss).

 

0001904856-25-000003img108263785_2.jpg F-14 Notes to the Interim Condensed Consolidated Financial Statements

 

 


 

Note 15. Supplemental Cash Flow Information

Changes in working capital and other during the period:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Accounts receivable1

 

$

(37

)

 

$

18

 

 

$

(17

)

 

$

8

 

Unbilled revenue

 

 

(11

)

 

 

(58

)

 

 

(17

)

 

 

(67

)

EI assets - finance leases receivable

 

 

8

 

 

 

11

 

 

 

16

 

 

 

26

 

Inventories

 

 

(35

)

 

 

(1

)

 

 

(46

)

 

 

(5

)

Inventories - WIP related to EI assets - finance leases receivable

 

 

(37

)

 

 

(2

)

 

 

(56

)

 

 

(3

)

Income taxes receivable

 

 

(1

)

 

 

2

 

 

 

(2

)

 

 

(2

)

Prepayments

 

 

4

 

 

 

2

 

 

 

14

 

 

 

7

 

Net assets held for sale

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

Accounts payable and accrued liabilities and provisions2

 

 

40

 

 

 

(4

)

 

 

53

 

 

 

20

 

Income taxes payable

 

 

(19

)

 

 

3

 

 

 

(25

)

 

 

14

 

Deferred revenue

 

 

(6

)

 

 

(27

)

 

 

20

 

 

 

41

 

Other current liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6

)

Foreign currency and other

 

 

1

 

 

 

5

 

 

 

1

 

 

 

(3

)

Net change in working capital and other

 

$

(93

)

 

$

(51

)

 

$

(59

)

 

$

32

 

1 Change in accounts receivable represents only the portions relating to operating activities.

2 Change in accounts payable and accrued liabilities and provisions represents only the portion relating to operating activities.

 

Cash interest and taxes paid and received during the period:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Interest paid – short- and long-term borrowings

 

$

29

 

 

$

36

 

 

$

33

 

 

$

45

 

Interest paid – lease liabilities

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

Total interest paid

 

$

30

 

 

$

37

 

 

$

35

 

 

$

47

 

Interest received

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes paid

 

 

35

 

 

 

14

 

 

 

63

 

 

 

21

 

 

Note 16. Guarantees, Commitments, and Contingencies

Guarantees

At June 30, 2025, the Company had outstanding letters of credit of $116 million (December 31, 2024 – $116 million). Of the total outstanding letters of credit, $87 million (December 31, 2024 – $87 million) are funded from the RCF and $29 million (December 31, 2024 – $29 million) are funded from the $70 million LC Facility.

Commitments

The Company has purchase obligations over the next three years as follows:

 2025

 

$

417

 

 2026

 

 

129

 

 2027

 

 

22

 

 

Legal Proceedings

The Company or certain of its subsidiaries are involved in or subject to, in the normal course of business, lawsuits, claims and other legal proceedings that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief. Some lawsuits, claims and legal proceedings involve acquired or disposed assets with respect to which a third party, the Company, or its subsidiary retains liability or indemnifies the other party for conditions that existed prior to the transaction. In accordance with

 

0001904856-25-000003img108263785_1.jpg

F-15 0001904856-25-000003img108263785_2.jpg

 


 

applicable accounting guidance, Enerflex and its subsidiaries accrue reserves for outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. The Company does not currently expect that any of the outstanding lawsuits, claims or legal proceedings will have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows. Although Enerflex’s expectations and estimates are based on information known about the legal matters and its experience in contesting, litigating and settling similar matters, the results of any outstanding lawsuits, claims and other legal proceedings are inherently uncertain, and there can be no assurance that monetary damages, fines, penalties or injunctive relief resulting from adverse judgments or settlements in some or all of these outstanding lawsuits, claims or legal proceedings will not have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows. The Company will reassess the probability and estimability of contingent losses as new information becomes available in these proceedings or otherwise.

As previously disclosed, in response to a fatal attack at an adjacent site in the second quarter of 2024, Enerflex declared Force Majeure on the EH project, suspended activity at the project site, and demobilized its personnel. Enerflex subsequently received notice from its customer purporting to terminate the project contract and commencing arbitration proceedings against Enerflex alleging breach of the project contract. Pursuant to the rules for arbitration agreed between Enerflex and its customer, the content of the proceedings is confidential and not otherwise publicly available. In Q4 2024, Enerflex delivered notice to the customer terminating the project contract, citing contractual rights relating to the continuing Force Majeure situation and circumstances that made it impossible for Enerflex to fulfill its obligations. Enerflex has brought a counterclaim against the customer to recover amounts owing to Enerflex following Enerflex’s termination of the project contract. As at June 30, 2025, the carrying value of the remaining assets associated with the project on the Company’s consolidated statement of financial position was $161 million. Notwithstanding its termination of the project contract, Enerflex maintains a $31 million Letter of Credit in support of its obligation under the project contract. Enerflex would view any drawing of the financial security in the prevailing circumstances as improper and would be considered as an additional amount owed by the customer.

In Q2 2025, the customer filed its Statement of Case in the arbitration alleging claims against Enerflex. Enerflex disputes these allegations and asserts that it acted in accordance with the project contract. Given the preliminary stage of the proceedings and the inherent uncertainty of arbitration, the final resolution of the arbitration is unknown and there can be no assurance that the outcome will not have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows. Enerflex intends to vigorously defend itself against the customer’s claims while pursuing its own counterclaims against the customer as part of the arbitration.

Note 17. Seasonality

The energy sector in Canada and in some parts of the U.S. has a distinct seasonal trend in activity levels which results from well-site access and drilling pattern adjustments to take advantage of weather conditions. Generally, the Company has experienced higher revenue in the fourth quarter of each year related to these seasonal trends. Revenue is also impacted by both the Company’s and its customer’s capital investment decisions. The LATAM and EH segments are not significantly impacted by seasonal variations, while certain parts of the U.S. can be impacted by seasonal trends depending on customer activity, demand, and location. Variations from these trends usually occur when hydrocarbon energy fundamentals are either improving or deteriorating.

Note 18. Subsequent Events

Subsequent to June 30, 2025, Enerflex declared a quarterly dividend of CAD $0.0375 per share, payable on September 2, 2025 to shareholders of record on August 18, 2025. The Board will continue to evaluate dividend payments on a quarterly basis, based on availability of cash flow, anticipated market conditions, and the general needs of the business.

 

0001904856-25-000003img108263785_2.jpg F-16 Notes to the Interim Condensed Consolidated Financial Statements

 

 


 

0001904856-25-000003img108263785_4.jpg

 


 

0001904856-25-000003img108263785_5.jpg

 


 

0001904856-25-000003img108263785_6.jpg

 


EX-99.3

 

 

0001904856-25-000003img109187306_0.jpg

August 6, 2025

Management’s Discussion and Analysis

Management's Discussion and Analysis ("MD&A") for Enerflex Ltd. ("Enerflex" or the “Company") should be read in conjunction with the unaudited interim condensed consolidated financial statements (the "Financial Statements") for the three and six months ended June 30, 2025 and 2024, the Company’s 2024 Annual Report, the Annual Information Form (“AIF”) for the year ended December 31, 2024, and the cautionary statements regarding forward-looking information and statements in the “Forward-Looking Statements” section of this MD&A.

The MD&A focuses on information and material results from the Financial Statements and considers known risks and uncertainties relating to the energy sector. This discussion should not be considered exhaustive, as it excludes possible future changes that may occur in general economic, political, technological, and environmental conditions. Additionally, other factors and events may or may not occur, which could affect industry conditions and/or Enerflex in the future. Additional information relating to the Company can be found in the Management Information Circular dated March 21, 2025, the AIF, and the Form 40-F Annual Report, which are available on the Company’s website at www.enerflex.com and under the Company’s SEDAR+ and EDGAR profiles at www.sedarplus.ca and www.sec.gov/edgar, respectively.

The financial information reported herein has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, in particular IAS 34 “Interim Financial Reporting”, and is presented in United States dollars ("USD") unless otherwise stated.

Enerflex Strategy

Enerflex’s 45-year success is built upon our shared Vision of Transforming Energy for a Sustainable Future, propelled by a long-term strategy centered on four foundational pillars:

Leading Position in Growing Markets: Using the Company’s strong market position in core countries to benefit from expected growth in natural gas and produced water volumes.
Stable Energy Infrastructure ("EI") Platform: Building upon an EI platform that generates steady, recurring revenue.
Engineered Systems ("ES"), a Strategic Differentiator: Our ES modularized energy solutions distinguish Enerflex through our commitment to technical excellence and provides unique advantages to Enerflex’s EI and After-Market Service ("AMS") business lines.
Financial Strength and Discipline: Maintaining balance sheet strength while paying a sustainable dividend.

Through simplifying and optimizing our core business, and with our disciplined execution, and strong reputation for quality production and services, we are well-positioned over the medium and long-term to meet the increasing demand for sustainable energy infrastructure via our integrated natural gas, treated water, and energy transition solutions – and to continue generating lasting value for all stakeholders.

 

0001904856-25-000003img109187306_1.jpg

M-1 0001904856-25-000003img109187306_2.jpg

 


 

Outlook

Enerflex’s near-term priorities remain unchanged and include: (1) enhancing the profitability of core operations; (2) leveraging the Company’s leading position in core operating countries to capitalize on expected increases in natural gas and produced water volumes; and (3) maximizing free cash flow to further strengthen Enerflex’s financial position, provide direct shareholder returns, and invest in selective customer supported growth opportunities.

Enerflex continues to expect operating results to be underpinned by the highly contracted EI product line and the recurring nature of AMS, which together are expected to account for approximately 65% of gross margin before depreciation and amortization during 2025. The EI product line is supported by customer contracts expected to generate approximately $1.5 billion of revenue over their remaining terms.

Demand in the ES product line remains constructive, although the Company is actively monitoring near-term risks and uncertainties, including the impact of tariffs and commodity price volatility. Enerflex expects ES revenue to remain steady in the near term, supported by a backlog of approximately $1.2 billion as at June 30, 2025, and gross margin for the ES product line to align more closely with historical averages, reflective of a shift in project mix.

The medium-term outlook for each of Enerflex’s product lines remains attractive, supported by anticipated growth in the supply of natural gas and associated liquids, especially within Enerflex’s North American footprint.

Capital Allocation

Enerflex is refining its capital expenditure guidance for 2025. The Company now expects capital expenditures of approximately $120 million this year (prior guidance of $110 million to $130 million), including approximately $60 million allocated to growth opportunities (prior guidance of $40 million to $60 million) and $60 million for maintenance and PP&E expenditures (prior guidance $70 million). Growth investments will focus on customer-supported opportunities, primarily in the U.S. contract compression business line, where market fundamentals remain strong. This strength is underpinned by expected increases in natural gas production in the Permian Basin and continued capital discipline from industry participants.

Providing meaningful direct shareholder returns is a priority for Enerflex. During the second quarter of 2025, Enerflex returned $18 million to shareholders through dividend ($4 million) and share repurchases ($14 million).

The current normal course issuer bid ("NCIB") commenced on April 1, 2025, and will terminate no later than March 31, 2026, with the Company authorized to acquire up to a maximum of 6,159,695 Common Shares or approximately 5% of its public float as at the application date, for cancellation. During the second quarter of 2025, Enerflex repurchased 1,899,200 Common Shares at an average price of C$10.08 per share.

Going forward, capital allocation decisions will be based on delivering value to Enerflex shareholders and measured against Enerflex’s ability to maintain balance sheet strength. In addition to disciplined growth capital spending, share repurchases and dividends, Enerflex will also consider further debt reduction to strengthen its balance sheet and lower net finance costs. Unlocking greater financial flexibility positions the Company to respond to evolving market conditions and capitalize on opportunities to optimize its debt stack.

 

 

0001904856-25-000003img109187306_3.jpg M-2Q2 2025 Report 2025

 

 


 

Summary Results

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

615

 

 

$

614

 

 

$

1,167

 

 

$

1,252

 

Gross margin ("GM")

 

 

139

 

 

 

136

 

 

 

267

 

 

 

223

 

GM as a percentage of revenue ("GM %")

 

 

22.6

%

 

 

22.1

%

 

 

22.9

%

 

 

17.8

%

Selling, general and administrative expenses (“SG&A”)

 

 

61

 

 

 

75

 

 

 

118

 

 

 

153

 

Foreign exchange loss

 

 

2

 

 

 

3

 

 

 

2

 

 

 

4

 

Operating income

 

 

76

 

 

 

58

 

 

 

147

 

 

 

66

 

EBITDA1

 

 

134

 

 

 

103

 

 

 

239

 

 

 

150

 

EBIT1

 

 

92

 

 

 

55

 

 

 

158

 

 

 

58

 

Net earnings (loss)

 

 

60

 

 

 

5

 

 

 

84

 

 

 

(13

)

Long-term debt

 

 

679

 

 

 

889

 

 

 

679

 

 

 

889

 

Net debt2

 

 

608

 

 

 

763

 

 

 

608

 

 

 

763

 

Cash (used in) provided by operating activities

 

 

(4

)

 

 

12

 

 

 

92

 

 

 

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Financial Performance Indicators (“KPIs”)

 

 

 

 

 

 

 

 

 

 

 

 

ES backlog3

 

$

1,227

 

 

$

1,251

 

 

$

1,227

 

 

$

1,251

 

ES bookings3

 

 

365

 

 

 

331

 

 

 

570

 

 

 

751

 

EI contract backlog4

 

 

1,462

 

 

 

1,604

 

 

 

1,462

 

 

 

1,604

 

GM before depreciation and amortization (“GM before D&A”)5

 

 

175

 

 

 

173

 

 

 

336

 

 

 

292

 

GM before D&A as a percentage of revenue ("GM before D&A %")5

 

 

28.5

%

 

 

28.2

%

 

 

28.8

%

 

 

23.3

%

Adjusted EBITDA6

 

 

130

 

 

 

122

 

 

 

243

 

 

 

191

 

Free cash flow7

 

 

(39

)

 

 

(4

)

 

 

46

 

 

 

68

 

Bank-adjusted net debt to EBITDA ratio7

 

 

1.3

x

 

2.2x

 

 

 

1.3

x

 

2.2x

 

Return on capital employed (“ROCE”)7,8

 

 

16.4

%

 

 

1.7

%

 

 

16.4

%

 

 

1.7

%

1EBITDA is defined as earnings before finance costs, income taxes, depreciation and amortization. EBIT is defined as earnings before finance costs and income taxes.

2 Net debt is defined as total long-term debt less cash and cash equivalent as presented in the Financial Statements.

3Refer to the “ES Bookings and Backlog” section of this MD&A for further details.

4Refer to the “EI Contract Backlog” section of this MD&A for further details.

5Refer to the “GM before D&A by Product Line and Recurring GM before D&A” section of this MD&A for further details.

6Refer to the “Adjusted EBITDA” section of this MD&A for further details.

7Refer to the “Non-IFRS Measures” section of this MD&A for further details.

8Determined by using the trailing 12-month period.

 

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Results Overview

Revenue in the second quarter of 2025 was $615 million, consistent with the $614 million generated for the same period of 2024, attributable to steady revenue generated across all product lines. The Company generated $1.2 billion of revenue for the six months ended June 30, 2025, a decrease from revenue of $1.3 billion generated in the same period in 2024, primarily attributable to upfront revenue recognized in the EI product line on conversion of an existing EI asset from an operating lease to a finance lease in the Eastern Hemisphere ('EH") segment during the first quarter of 2024.
Gross margin for the second quarter of 2025 was $139 million and 22.6%, a slight increase from the $136 million and 22.1% during the same period in 2024, primarily due to gross margin contribution from the sale of certain EI assets in Latin America ("LATAM") segment, partially offset by lower gross margin contributions from the North America (“NAM”) ES business during the second quarter of 2025. Gross margin for the six months ended June 30, 2025 was $267 million and 22.9% increasing from $223 million and 17.8% for the same period of 2024, primarily due to the costs recognized on an international ES project in the first quarter of 2024, and contributions from the sale of EI assets in LATAM in the first two quarters of 2025.
SG&A was $61 million for the three months ended June 30, 2025, a decrease of $14 million compared to the same period in 2024. The reduction was primarily driven by completion of integration and restructuring activities in 2024 that have resulted in cost reductions and improved operational efficiencies, and lower amortization of intangible assets in the current period. SG&A was $118 million for the six months ended June 30, 2025, a decrease of $35 million from the same period in 2024. The decrease reflects lower share-based compensation expense as a result of share price volatility, lower amortization of intangible assets, and sustained cost reductions and operational efficiencies, partially offset by executive transition costs incurred during the first half of 2025.
Net earnings of $60 million or $0.49 per share and $84 million or $0.68 per share for the three and six months ended June 30, 2025 respectively, increased from the same periods in 2024, primarily attributable to higher gross margin, lower SG&A expenses, lower net finance costs, and an unrealized gain on redemption options related to the Senior Secured Notes (the "Notes") in the first half of 2025. Net earnings for the three months ended June 30, 2025 also benefited from lower income tax expenses.
Adjusted earnings before finance, costs, income taxes, depreciation and amortization ("adjusted EBITDA") for the three and six months ended June 30, 2025 of $130 million and $243 million respectively, increased from $122 million and $191 million in the same period of 2024. Adjusted EBITDA for the current periods benefited from higher gross margin before depreciation and amortization, cost-saving initiatives and improved operational efficiencies.
Return on capital employed (“ROCE”) increased to 16.4% in the three months ended June 30, 2025, compared to 1.7% in the same period in 2024. ROCE during the second quarter of 2025 was the highest in over five years, benefiting on a year-over-year basis from an increase in trailing 12-month EBIT and lower average capital employed, predominantly due to a decline in net debt.
Cash used in operating activities was $4 million during the three months ended June 30, 2025, compared to cash provided by operating activities of $12 million in the same period in 2024. The change was driven by a build of working capital from a strategic investment in inventories, primarily offset by higher net earnings during the second quarter of 2025. Cash provided by operating activities of $92 million during the six months ended June 30, 2025, decreased by $21 million from the same period in 2024, also attributable to the build of working capital.

 

0001904856-25-000003img109187306_3.jpg M-4Q2 2025 Report 2025

 

 


 

Free cash flow was a use of cash of $39 million during the three months ended June 30, 2025, compared to a use of cash of $4 million during the same period in 2024. Compared to the second quarter of 2024, increased net earnings were more than offset by increased growth capital spending and a build in net working capital, notably: (1) strategic inventory investments to support future projects, including work-in-progress related to EI assets and purchases of select major components with increasing lead times; (2) income tax payments; and (3) executive transition costs. Free cash flow was $46 million during the six months ended June 30, 2025, a decrease of $22 million from the same period of 2024, also attributable to higher capital expenditures and net working capital changes, partially offset by strong performance during the first half of 2025.
Enerflex continues to constructively manage its leverage ratio and maintained its net funded debt to EBITDA (“bank-adjusted net debt to EBITDA”) ratio at approximately 1.3x at the end of the second quarter of 2025 through strong performance and disciplined capital allocation. At June 30, 2025, the Company was in compliance with its covenants.
The Company invested $34 million in capital expenditures ("CAPEX") during the three months ended June 30, 2025, comprised of $11 million in maintenance expenditures across the global EI assets and PP&E and $23 million to expand the EI asset fleet and a manufacturing facility in NAM. The Company also invested $37 million during the three months ended June 30, 2025 to expand an EI project in EH that was commissioned early in the third quarter of 2025 and will be accounted for as a finance lease. The Company now expects capital spending of $120 million this year, including approximately $60 million allocated to growth opportunities and $60 million for maintenance and PP&E expenditures.
ES backlog remains healthy at $1.2 billion at June 30, 2025, reflecting new bookings and strong revenue recognition on advancement of ES projects in NAM segment during the second quarter of 2025. Enerflex's backlog provides strong visibility for the ES business and the Company expects near-term revenue for the ES business to remain steady. Enerflex recorded ES bookings of $365 million during the three months ended June 30, 2025, compared to $331 million during the same period of 2024 and the 8-quarter average of $329 million, attributable to higher activity levels in NAM during the three months ended June 30, 2025. Enerflex recorded ES bookings of $570 million during the first half of 2025, compared to $751 million during the same period of 2024. The decrease is primarily due to first quarter bookings being impacted by accelerated client activity in the latter part of the fourth quarter of 2024 and an EI expansion project in EH that would be accounted for as a finance lease booked during the first quarter of 2024.
The Company’s EI contract backlog of $1.5 billion at June 30, 2025 remained consistent with the backlog of $1.5 billion at December 31, 2024.
Subsequent to June 30, 2025, Enerflex declared a quarterly dividend of CAD $0.0375 per share, payable on September 2, 2025 to shareholders of record on August 18, 2025. The Board will continue to evaluate dividend payments on a quarterly basis, based on availability of cash flow, anticipated market conditions, and the general needs of the business.

 

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Adjusted EBITDA

Enerflex’s financial results include items that are unique, and items that Management and users of the Financial Statements adjust for when evaluating results. The Company removes the impact of these items when calculating Adjusted EBITDA. The presentation of Adjusted EBITDA should not be considered in isolation from EBIT or EBITDA or as a replacement for measures prepared as determined under IFRS. Adjusted EBITDA may not be comparable to similar non-IFRS measures disclosed by other issuers.

Enerflex believes adjustment of items that are unique or not in the normal course of continuing operations increases the comparability across items within the Financial Statements or between periods of the Financial Statements. Items the Company has adjusted for in the past include, but are not limited to, restructuring, transaction, and integration costs; share-based compensation which fluctuates based on share price that can be influenced by factors not directly relevant to the Company's operations; impact of finance leases to account for the lease principal payments received over the term of the related lease and removing the non-cash upfront selling profit; gain or loss on redemption options associated with the Company’s Notes; and impairment of goodwill. These items are considered either unique, non-recurring, or non-cash transactions, and not indicative of the ongoing normal operations of the Company.

Three months ended June 30, 2025

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings1

 

 

 

 

 

 

 

 

 

 

$

60

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

14

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

18

 

EBIT3

 

$

51

 

 

$

20

 

 

$

6

 

 

$

92

 

Depreciation and amortization

 

 

15

 

 

 

10

 

 

 

17

 

 

 

42

 

EBITDA

 

$

66

 

 

$

30

 

 

$

23

 

 

$

134

 

Share-based compensation

 

 

2

 

 

 

1

 

 

 

-

 

 

 

3

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

8

 

 

 

8

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(15

)

Adjusted EBITDA

 

$

68

 

 

$

31

 

 

$

31

 

 

$

130

 

1The Company included net earnings (loss), income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.

2Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.

3EBIT includes $15 million unrealized gain on redemption options associated with the Notes. Debt is managed within Corporate and is not allocated to reporting segments.

 

Three months ended June 30, 2024

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net loss1

 

 

 

 

 

 

 

 

 

 

$

5

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

27

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

23

 

EBIT

 

$

50

 

 

$

-

 

 

$

5

 

 

$

55

 

Depreciation and amortization

 

 

18

 

 

 

17

 

 

 

13

 

 

 

48

 

EBITDA

 

$

68

 

 

$

17

 

 

$

18

 

 

$

103

 

Restructuring, transaction and integration costs

 

 

2

 

 

 

2

 

 

 

1

 

 

 

5

 

Share-based compensation

 

 

2

 

 

 

-

 

 

 

-

 

 

 

2

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

12

 

 

 

12

 

Adjusted EBITDA

 

$

72

 

 

$

19

 

 

$

31

 

 

$

122

 

1The Company included net earnings (loss), income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.

2Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.

 

 

0001904856-25-000003img109187306_3.jpg M-6Q2 2025 Report 2025

 

 


 

Six months ended June 30, 2025

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings1

 

 

 

 

 

 

 

 

 

 

$

84

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

33

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

41

 

EBIT3

 

$

89

 

 

$

39

 

 

$

18

 

 

$

158

 

Depreciation and amortization

 

 

31

 

 

 

21

 

 

 

29

 

 

 

81

 

EBITDA

 

$

120

 

 

$

60

 

 

$

47

 

 

$

239

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

16

 

 

 

16

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(12

)

Adjusted EBITDA

 

$

120

 

 

$

60

 

 

$

63

 

 

$

243

 

1The Company included net earnings (loss), income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.

2Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.

3EBIT includes $12 million unrealized gain on redemption options associated with the Notes. Debt is managed within Corporate and is not allocated to reporting segments.

 

Six months ended June 30, 2024

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net loss1

 

 

 

 

 

 

 

 

 

 

$

(13

)

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

22

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

49

 

EBIT

 

$

83

 

 

$

5

 

 

$

(30

)

 

$

58

 

Depreciation and amortization

 

 

36

 

 

 

27

 

 

 

29

 

 

 

92

 

EBITDA

 

$

119

 

 

$

32

 

 

$

(1

)

 

$

150

 

Restructuring, transaction and integration costs

 

 

5

 

 

 

4

 

 

 

2

 

 

 

11

 

Share-based compensation

 

 

5

 

 

 

1

 

 

 

2

 

 

 

8

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Upfront gain

 

 

-

 

 

 

-

 

 

 

(3

)

 

 

(3

)

Principal payments received

 

 

-

 

 

 

-

 

 

 

25

 

 

 

25

 

Adjusted EBITDA

 

$

129

 

 

$

37

 

 

$

25

 

 

$

191

 

1The Company included net earnings (loss), income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.

2Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.

 

Refer to the section “Segmented Results” of this MD&A for information about results by reporting segment.

 

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Engineered Systems Backlog and Bookings

Enerflex monitors its ES backlog and bookings as indicators of future revenue generation and business activity levels for the ES product line. ES bookings are recorded in the period when a firm commitment or order is received from clients. Bookings increase backlog in the period they are received, while revenue recognized on ES projects decrease backlog in the period the revenue is recognized. Accordingly, ES backlog is an indication of revenue to be recognized in future periods. Revenue from contracts that have been classified as finance leases for newly built equipment is recorded as ES bookings. The full amount of revenue is removed from backlog at commencement of the lease.

Enerflex's ES backlog remains healthy at $1.2 billion at June 30, 2025, consistent with the 8-quarter average ES backlog of approximately $1.2 billion. This sustained level of backlog over a two-year period reflects stable demand for Enerflex's ES solutions across global energy infrastructure markets. The 8-quarter average also serves as a key indicator of operational consistency and revenue visibility, smoothing out short-term fluctuations in ES bookings and project timings. This trend demonstrates that the ES product line continues to benefit from a diversified portfolio of gas compression and processing projects, reinforcing management's confidence in the ES product line's ability to generate predictable revenue and margin performance in the near-term. ES backlog includes revenue on expansion of an EI project that was commissioned early in the third quarter of 2025 which will be accounted for as a finance lease, and will result in a reduction of backlog by approximately $116 million.

ES backlog for the past 8 quarters are illustrated below in millions:

 

 

 

 

 

 

 

 

0001904856-25-000003img109187306_5.jpg

Enerflex recorded ES bookings of $365 million during the three months ended June 30, 2025, compared to $331 million during the same period of 2024 and the 8-quarter average of $329 million. The increase is attributable to higher activity levels in NAM during the three months ended June 30, 2025. ES bookings of $570 million for the six months ended June 30, 2025 decreased from $751 million during the same period of 2024, primarily due to lower bookings in the first quarter of 2025 and the expansion of an EI project in EH which was booked in the first quarter of 2024. The year-over-year decrease is partially offset by higher bookings in NAM during the three months ended June 30, 2025.

The ES product line has maintained a book-to-bill ratio (calculated as bookings divided by revenue) of 1.1x during the second quarter of 2025, indicating that new bookings are generally keeping pace with revenue recognition. The current balance between bookings and revenue supports near-term revenue visibility and reflects a stable demand environment. The trailing 12-month ("TTM") book-to-bill ratio has also remained at 1.0x, an indication that the Company is consistently replenishing its backlog in line with project execution.

ES backlog and bookings by reporting segment are disclosed in the “Segmented Results” section of this MD&A.

 

0001904856-25-000003img109187306_3.jpg M-8Q2 2025 Report 2025

 

 


 

EI Contract Backlog

The Company’s EI contract backlog is recognized from lease agreements executed with clients for leasing and/or operations and maintenance of the Company’s EI assets. Lease agreements executed during the period increase EI contract backlog while revenue recognized on EI assets decreases the EI contract backlog in the period the revenue is recognized.

Enerflex has lease agreements with clients for EI assets with initial terms ranging from one to 10 years. Information on recognition of revenue from the EI contract backlog is included in Note 10 of the Financial Statements.

The following table sets forth EI contract backlog by reporting segment:

 

($ millions)

 

June 30, 2025

 

 

December 31, 2024

 

NAM

 

$

152

 

 

$

136

 

LATAM

 

 

422

 

 

 

458

 

EH

 

 

888

 

 

 

951

 

Total EI contract backlog

 

$

1,462

 

 

$

1,545

 

Enerflex's EI contract backlog of $1.5 billion at June 30, 2025 has remained consistent with the backlog of $1.5 billion at December 31, 2024, reflecting revenue recognized during the first half of 2025, partially offset by EI contract bookings in the NAM segment.

Segmented Results

Enerflex has three reporting segments: NAM, LATAM, and EH, each of which are supported by Enerflex’s corporate functions. Corporate overhead is allocated to the operating segments based on revenue. In assessing its operating segments, the Company considers geographic locations, economic characteristics, the nature of products and services provided, the nature of production processes, the types of clients for its products and services, and distribution methods used.

 

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NAM

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

ES backlog

 

$

1,048

 

 

$

977

 

 

$

1,048

 

 

$

977

 

ES bookings

 

 

357

 

 

 

303

 

 

 

526

 

 

 

622

 

EI contract backlog

 

 

152

 

 

 

105

 

 

 

152

 

 

 

105

 

Segment revenue

 

$

435

 

 

$

439

 

 

$

803

 

 

$

824

 

Intersegment revenue

 

 

(2

)

 

 

(20

)

 

 

(8

)

 

 

(36

)

Revenue

 

$

433

 

 

$

419

 

 

$

795

 

 

$

788

 

EI

 

$

38

 

 

$

37

 

 

$

74

 

 

$

73

 

AMS

 

 

64

 

 

 

72

 

 

 

124

 

 

 

138

 

ES

 

 

331

 

 

 

310

 

 

 

597

 

 

 

577

 

Revenue

 

 

433

 

 

 

419

 

 

 

795

 

 

 

788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

17

 

 

 

16

 

 

 

35

 

 

 

35

 

AMS

 

 

12

 

 

 

14

 

 

 

20

 

 

 

24

 

ES

 

 

58

 

 

 

63

 

 

 

102

 

 

 

109

 

GM

 

 

87

 

 

 

93

 

 

 

157

 

 

 

168

 

GM %

 

 

20.1

%

 

 

22.2

%

 

 

19.7

%

 

 

21.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

28

 

 

 

24

 

 

 

54

 

 

 

51

 

AMS

 

 

13

 

 

 

16

 

 

 

23

 

 

 

27

 

ES

 

 

59

 

 

 

64

 

 

 

105

 

 

 

112

 

GM before D&A

 

 

100

 

 

 

104

 

 

 

182

 

 

 

190

 

GM before D&A %

 

 

23.1

%

 

 

24.8

%

 

 

22.9

%

 

 

24.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

 

35

 

 

 

43

 

 

 

67

 

 

 

85

 

Foreign exchange loss

 

 

2

 

 

 

-

 

 

 

2

 

 

 

-

 

Operating income

 

 

50

 

 

 

50

 

 

 

88

 

 

 

83

 

EBIT

 

 

51

 

 

 

50

 

 

 

89

 

 

 

83

 

EBITDA

 

 

66

 

 

 

68

 

 

 

120

 

 

 

119

 

Adjusted EBITDA

 

 

68

 

 

 

72

 

 

 

120

 

 

 

129

 

 

ES backlog $1.0 billion at June 30, 2025 reflects increased ES bookings during the quarter, and is expected to result in steady ES revenue generation over the near term. ES bookings of $357 million in the second quarter of 2025 increased by $54 million compared to the same period in 2024, attributable to increased activity levels in the U.S. during the three months ended June 30, 2025.

EI contract backlog of $152 million at June 30, 2025, increased from $105 million at June 30, 2024, attributable to new bookings, partially offset by revenue recognized on ongoing contracts.

Revenue increased by $14 million during the three months ended June 30, 2025 compared to the same period of 2024, primarily due to increased ES revenues from higher activity levels and increased operational activity during the quarter, partially offset by lower AMS revenue compared to the same period in 2024 due to higher than typical AMS activity levels in that year. Revenue increased by $7 million during the six months ended June 30, 2025 compared to the same period in 2024, primarily due to increased ES revenue in the first half of 2025 on progression of projects in the second quarter of 2025, partially offset by higher than typical AMS activity levels during the first half of 2024.

Although revenue increased for the segment, gross margin decreased during the three and six months ended June 30, 2025, compared to the same period of 2024, due to lower margin contribution from the AMS business and execution of a different product mix in the ES business during the first half of 2025.

SG&A for the three and six months ended June 30, 2025, decreased by $8 million and $18 million, respectively, compared to the same periods of 2024. These decreases were primarily driven by completion of integration and restructuring activities in 2024 that have resulted in cost reductions and improved operational efficiencies, and lower share-based compensation in the first half of 2025.

At June 30, 2025, the U.S. contract compression fleet totaled approximately 456,000 horsepower with average utilization for the three and six months ended June 30, 2025, of 94% consistent with the 94% utilization for the three and six months ended June 30, 2024.

 

0001904856-25-000003img109187306_3.jpg M-10Q2 2025 Report 2025

 

 


 

LATAM

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

ES backlog

 

$

9

 

 

$

53

 

 

$

9

 

 

$

53

 

ES bookings

 

 

1

 

 

 

3

 

 

 

6

 

 

 

8

 

EI contract backlog

 

 

422

 

 

 

481

 

 

 

422

 

 

 

481

 

Segment revenue

 

$

89

 

 

$

100

 

 

$

191

 

 

$

184

 

Intersegment revenue

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Revenue

 

$

89

 

 

$

100

 

 

$

191

 

 

$

184

 

EI

 

$

69

 

 

$

63

 

 

$

143

 

 

$

120

 

AMS

 

 

15

 

 

 

16

 

 

 

35

 

 

 

30

 

ES

 

 

5

 

 

 

21

 

 

 

13

 

 

 

34

 

Revenue

 

 

89

 

 

 

100

 

 

 

191

 

 

 

184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

24

 

 

 

13

 

 

 

47

 

 

 

31

 

AMS

 

 

4

 

 

 

5

 

 

 

10

 

 

 

9

 

ES

 

 

-

 

 

 

4

 

 

 

2

 

 

 

6

 

GM

 

 

28

 

 

 

22

 

 

 

59

 

 

 

46

 

GM %

 

 

31.5

%

 

 

22.0

%

 

 

30.9

%

 

 

25.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

34

 

 

 

28

 

 

 

67

 

 

 

57

 

AMS

 

 

4

 

 

 

5

 

 

 

10

 

 

 

9

 

ES

 

 

-

 

 

 

4

 

 

 

2

 

 

 

6

 

GM before D&A

 

 

38

 

 

 

37

 

 

 

79

 

 

 

72

 

GM before D&A %

 

 

42.7

%

 

 

37.0

%

 

 

41.4

%

 

 

39.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

 

9

 

 

 

16

 

 

 

19

 

 

 

29

 

Foreign exchange loss (gain)

 

 

(1

)

 

 

3

 

 

 

(1

)

 

 

4

 

Operating income

 

 

20

 

 

 

3

 

 

 

41

 

 

 

13

 

EBIT

 

 

20

 

 

 

-

 

 

 

39

 

 

 

5

 

EBITDA

 

 

30

 

 

 

17

 

 

 

60

 

 

 

32

 

Adjusted EBITDA

 

 

31

 

 

 

19

 

 

 

60

 

 

 

37

 

 

ES backlog of $9 million at June 30, 2025 reflects ongoing projects near completion.

EI contract backlog was $422 million at June 30, 2025, compared to $481 million at June 30, 2024. The decrease of $59 million is primarily due to revenue recognition on existing contracts partially offset by incremental contract bookings resulting from rate adjustments and renewals of existing contracts in the first six months of 2025.

Revenue for the second quarter of 2025 was $89 million, a decrease of $11 million from the same period in 2024, attributable to lower ES revenue from projects near completion, partially offset by increased EI revenue from sale of certain EI assets and rate adjustments on existing contracts. Revenue during the six months ended June 30, 2025 was $191 million, an increase of $7 million when compared to the same period in 2024, driven by stronger parts sales in the AMS business, sale of EI assets, and rate adjustments on existing contracts which took effect in the later part of 2024, partially offset by the lower ES revenue in the first half of 2025.

Despite lower revenue generated in the current quarter, gross margin increased by $6 million and $13 million during the three and six months ended June 30, 2025, compared to the same periods of 2024. This was attributable to higher margin on the EI asset sales, higher parts sales revenue in the first half of 2025, and one-time accelerated depreciation in the second quarter of 2024, partially offset by lower gross margin contribution from the ES product line.

SG&A of $9 million and $19 million during the three and six months ended June 30, 2025, decreased by $7 million and $10 million, respectively, compared to the same periods of 2024. These decreases were primarily driven by completion of integration and restructuring activities in 2024 that have resulted in cost reductions, and improved operational efficiencies.

 

 

0001904856-25-000003img109187306_4.jpg

M-11 0001904856-25-000003img109187306_2.jpg

 


 

EH

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

ES backlog

 

$

170

 

 

$

221

 

 

$

170

 

 

$

221

 

ES bookings

 

 

7

 

 

 

25

 

 

 

38

 

 

 

121

 

EI contract backlog

 

 

888

 

 

 

1,018

 

 

 

888

 

 

 

1,018

 

Segment revenue

 

$

93

 

 

$

97

 

 

$

182

 

 

$

283

 

Intersegment revenue

 

 

-

 

 

 

(2

)

 

 

(1

)

 

 

(3

)

Revenue

 

$

93

 

 

$

95

 

 

$

181

 

 

$

280

 

EI

 

$

40

 

 

$

41

 

 

$

83

 

 

$

177

 

AMS

 

 

45

 

 

 

39

 

 

 

85

 

 

 

80

 

ES

 

 

8

 

 

 

15

 

 

 

13

 

 

 

23

 

Revenue

 

 

93

 

 

 

95

 

 

 

181

 

 

 

280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

12

 

 

 

16

 

 

 

28

 

 

 

31

 

AMS

 

 

10

 

 

 

8

 

 

 

20

 

 

 

18

 

ES

 

 

2

 

 

 

(3

)

 

 

3

 

 

 

(40

)

GM

 

 

24

 

 

 

21

 

 

 

51

 

 

 

9

 

GM %

 

 

25.8

%

 

 

22.1

%

 

 

28.2

%

 

 

3.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

24

 

 

 

25

 

 

 

51

 

 

 

49

 

AMS

 

 

11

 

 

 

9

 

 

 

21

 

 

 

20

 

ES

 

 

2

 

 

 

(2

)

 

 

3

 

 

 

(39

)

GM before D&A

 

 

37

 

 

 

32

 

 

 

75

 

 

 

30

 

GM before D&A %

 

 

39.8

%

 

 

33.7

%

 

 

41.4

%

 

 

10.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

 

17

 

 

 

16

 

 

 

32

 

 

 

39

 

Foreign exchange loss

 

 

1

 

 

 

-

 

 

 

1

 

 

 

-

 

Operating income (loss)

 

 

6

 

 

 

5

 

 

 

18

 

 

 

(30

)

EBIT

 

 

6

 

 

 

5

 

 

 

18

 

 

 

(30

)

EBITDA

 

 

23

 

 

 

18

 

 

 

47

 

 

 

(1

)

Adjusted EBITDA

 

 

31

 

 

 

31

 

 

 

63

 

 

 

25

 

 

ES backlog of $170 million decreased from $221 million at June 30, 2024, attributable to termination of an International ES project during the fourth quarter of 2024 and revenue recognized from ongoing projects, partially offset by new bookings. ES bookings of $7 million and $38 million for the three and six months ended June 30, 2025 respectively, decreased from the same periods in 2024, attributable to expansion of an existing EI project that occurred in the first half of 2024. The segment's ES backlog includes revenue on expansion of an EI project that was commissioned early in the third quarter of 2025 which will be accounted for as a finance lease, and will result in a reduction of backlog by approximately $116 million.

EI contract backlog was $0.9 billion at June 30, 2025, a decrease from the $1.0 billion at June 30, 2024, attributable to revenue recognition from existing contracts, partially offset by new bookings secured during the quarter.

Revenue for the three months ended June 30, 2025 remained consistent with the same period in 2024. Revenue decreased by $99 million during the six months ended June 30, 2025 when compared to the same period last year, primarily attributable to upfront revenue recognized on conversion of an existing EI asset from operating lease to a finance lease in the first quarter of 2024.

Gross margin and gross margin percentage for the three months ended June 30, 2025, increased slightly when compared to the same period of 2024, primarily attributable to margin contribution from higher AMS revenue, lower costs on current ES projects relative to those that were active in the prior year, partially offset by the depreciation adjustment following the early conclusion of an EI contract during the second quarter of 2025. Gross margin for the six months ended June 30, 2025, increased when compared to the six months ended June 30, 2024, primarily due to costs recognized on an international ES project in the first quarter of 2024.

SG&A decreased for the six months ended June 30, 2025 by $7 million compared to the same period in 2024. The decrease in SG&A is attributable to lower amortization cost of the segment's intangible assets, a tax refund received in the first quarter of 2025, and completion of integration and restructuring activities in 2024 that have resulted in cost reductions, and improved operational efficiencies.

 

0001904856-25-000003img109187306_3.jpg M-12Q2 2025 Report 2025

 

 


 

Non-IFRS Measures

Enerflex measures its financial performance using several key financial performance indicators, some of which do not have standardized meanings as prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. These non-IFRS measures include adjusted EBITDA, ES backlog and bookings, ES book to bill ratio, EI contract backlog, gross margin before D&A, recurring gross margin before D&A, free cash flow, dividend payout ratio, bank-adjusted net debt to EBITDA ratio and ROCE. These measures should not be considered as alternatives to net earnings or any other measure of performance under IFRS. Reconciliation of these non-IFRS measures to the most directly comparable IFRS measure is provided below and in the relevant sections where appropriate. ES backlog and bookings, ES book to bill ratio and EI contract backlog do not have a directly comparable IFRS measure.

GM before D&A by Product Line & Recurring GM before D&A

Enerflex’s three reporting segments oversee execution of three main product lines:

EI (Energy Infrastructure): Infrastructure solutions under contract for natural gas processing, compression, treated water, and electric power.
AMS (After-Market Services): Provision of after-market services such as mechanical maintenance, parts distribution, operations and maintenance solutions, equipment optimization and maintenance programs, manufacturer warranties, exchange components, and long-term service agreements.
ES (Engineered Systems): Engineer, design, and manufacture processing, compression, cryogenic, electric power, treated water, and low-carbon solutions, including carbon capture.

EI and AMS product lines are considered recurring, as they are typically contracted and extend into future periods, generating ongoing revenue for the Company. In contrast, the ES product line is non-recurring, as it does not typically generate repeat revenue after delivery of products. While the EI and AMS contracts may vary in duration and are subject to cancellation, the Company believes they exhibit characteristics consistent with recurring business activities.

The Company uses gross margin before depreciation and amortization ("GM before D&A") to assess operational performance of each product line. GM before D&A is defined as gross margin excluding depreciation and amortization, which can vary based on the nature and origin of assets. The presentation of GM before D&A should not be considered in isolation from gross margin or as a replacement for measures prepared as determined under IFRS.

The Company also presents recurring GM before D&A to evaluate its recurring business, and it is defined as GM before D&A from the EI and AMS product lines.

Reconciliation of GM before D&A to the most comparable IFRS measure, and recurring GM before D&A is presented in the tables below.

Three months ended June 30, 2025

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

Revenue

 

$

147

 

 

$

124

 

$

271

 

$

344

 

 

$

615

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

61

 

 

 

96

 

 

157

 

 

283

 

 

 

440

 

Depreciation and amortization

 

 

33

 

 

 

2

 

 

35

 

 

1

 

 

 

36

 

Gross margin

 

$

53

 

 

$

26

 

$

79

 

$

60

 

 

$

139

 

Gross margin %

 

 

36.1

%

 

 

21.0

%

 

29.2

%

 

17.4

%

 

 

22.6

%

Gross margin before D&A

 

$

86

 

 

$

28

 

$

114

 

$

61

 

 

$

175

 

Gross margin before D&A %

 

 

58.5

%

 

 

22.6

%

 

42.1

%

 

17.7

%

 

 

28.5

%

% of total Gross margin before D&A

 

 

49.1

%

 

 

16.0

%

 

65.1

%

 

34.9

%

 

 

 

 

 

0001904856-25-000003img109187306_4.jpg

M-13 0001904856-25-000003img109187306_2.jpg

 


 

 

 

Three months ended June 30, 2024

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

Revenue

 

$

141

 

 

$

127

 

$

268

 

$

346

 

 

$

614

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

64

 

 

 

97

 

 

161

 

 

280

 

 

 

441

 

Depreciation and amortization

 

 

32

 

 

 

3

 

 

35

 

 

2

 

 

 

37

 

Gross margin

 

$

45

 

 

$

27

 

$

72

 

$

64

 

 

$

136

 

Gross margin %

 

 

31.9

%

 

 

21.3

%

 

26.9

%

 

18.5

%

 

 

22.1

%

Gross margin before D&A

 

$

77

 

 

$

30

 

$

107

 

$

66

 

 

$

173

 

Gross margin before D&A %

 

 

54.6

%

 

 

23.6

%

 

39.9

%

 

19.1

%

 

 

28.2

%

% of total Gross margin before D&A

 

 

44.5

%

 

 

17.3

%

 

61.8

%

 

38.2

%

 

 

 

 

 

 

Six months ended June 30, 2025

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

300

 

 

$

244

 

$

544

 

$

623

 

 

$

1,167

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

128

 

 

 

190

 

 

318

 

 

513

 

 

 

831

 

Depreciation and amortization

 

 

62

 

 

 

4

 

 

66

 

 

3

 

 

 

69

 

Gross margin

 

$

110

 

 

$

50

 

$

160

 

$

107

 

 

$

267

 

Gross margin %

 

 

36.7

%

 

 

20.5

%

 

29.4

%

 

17.2

%

 

 

22.9

%

Gross margin before D&A

 

$

172

 

 

$

54

 

$

226

 

$

110

 

 

$

336

 

Gross margin before D&A %

 

 

57.3

%

 

 

22.1

%

 

41.5

%

 

17.7

%

 

 

28.8

%

% of total Gross margin before D&A

 

 

51.2

%

 

 

16.1

%

 

67.3

%

 

32.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2024

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

370

 

 

$

248

 

$

618

 

$

634

 

 

$

1,252

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

213

 

 

 

192

 

 

405

 

 

555

 

 

 

960

 

Depreciation and amortization

 

 

60

 

 

 

5

 

 

65

 

 

4

 

 

 

69

 

Gross margin

 

$

97

 

 

$

51

 

$

148

 

$

75

 

 

$

223

 

Gross margin %

 

 

26.2

%

 

 

20.6

%

 

23.9

%

 

11.8

%

 

 

17.8

%

Gross margin before D&A

 

$

157

 

 

$

56

 

$

213

 

$

79

 

 

$

292

 

Gross margin before D&A %

 

 

42.4

%

 

 

22.6

%

 

34.5

%

 

12.5

%

 

 

23.3

%

% of total Gross margin before D&A

 

 

53.8

%

 

 

19.2

%

 

72.9

%

 

27.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1Recurring gross margin as a percentage of total gross margins for the first half of 2024 was impacted by lower gross margin in the ES product line, resulting from project delays and increased costs recognized on an international ES project.

 

0001904856-25-000003img109187306_3.jpg M-14Q2 2025 Report 2025

 

 


 

Free Cash Flow and Dividend Payout Ratio

The Company defines free cash flow ("FCF") as cash provided by (used in) operating activities, less total capital expenditures (growth and maintenance) for EI assets - operating leases and PP&E, mandatory debt repayments, and lease payments, while proceeds on disposals of EI assets - operating leases and PP&E are added back. FCF may not be comparable to similar measures presented by other companies as it does not have a standardized meaning under IFRS. Management uses this non-IFRS measure to assess the level of free cash generated to fund other non-operating activities. These activities could include dividend payments, share repurchases, and non-mandatory debt repayments. FCF is also used in calculating the dividend payout ratio.

The Company defines dividend payout ratio as dividends divided by free cash flow. The dividend payout ratio is a non-IFRS measure and may not be comparable to similar measures presented by other companies as it does not have a standardized meaning under IFRS. Dividend payout ratio is used to assess the proportion of free cash flow being returned to shareholders.

Reconciliation of FCF to the most directly comparable IFRS measure, cash provided by operating activities:

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash provided by operating activities before changes in working capital and other1

 

$

89

 

 

$

63

 

 

$

151

 

 

$

81

 

Net change in working capital and other

 

 

(93

)

 

 

(51

)

 

 

(59

)

 

 

32

 

Cash (used in) provided by operating activities2

 

$

(4

)

 

$

12

 

 

$

92

 

 

$

113

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures - Maintenance and PP&E

 

 

(11

)

 

 

(9

)

 

 

(19

)

 

 

(18

)

Capital expenditures - Growth

 

 

(23

)

 

 

(1

)

 

 

(29

)

 

 

(9

)

Mandatory debt repayments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10

)

Lease payments

 

 

(5

)

 

 

(6

)

 

 

(11

)

 

 

(10

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds on disposals of PP&E and EI assets - operating leases

 

 

4

 

 

 

-

 

 

 

13

 

 

 

2

 

Free cash flow

 

$

(39

)

 

$

(4

)

 

$

46

 

 

$

68

 

Dividends paid

 

 

4

 

 

 

3

 

 

 

10

 

 

 

5

 

Dividend payout ratio

 

 

-

 

 

 

-

 

 

 

21.7

%

 

 

7.4

%

1Enerflex also refers to cash provided by operating activities before changes in working capital and other as “Funds from Operations” or “FFO”.

2Enerflex also refers to cash provided by operating activities as “Cashflow from Operations” or “CFO”

Bank-Adjusted Net Debt to EBITDA Ratio

Enerflex defines bank-adjusted net debt to EBITDA as borrowings under the Revolving Credit Facility (“RCF”) and Notes less cash and cash equivalents, divided by EBITDA for the trailing 12-months, as defined by the Company’s lenders. In assessing the Company's compliance with financial covenants related to its debt, certain adjustments are made to EBITDA to determine Enerflex's bank-adjusted net debt to EBITDA ratio. These adjustments, and Enerflex's bank-adjusted net debt to EBITDA ratio, are calculated in accordance with, and derived from, the Company's financing agreements.

 

0001904856-25-000003img109187306_4.jpg

M-15 0001904856-25-000003img109187306_2.jpg

 


 

ROCE

ROCE is a measure used to analyze operating performance and efficiency of the Company’s capital allocation process. The ratio is calculated by taking TTM EBIT divided by capital employed. Capital employed is average debt and Shareholders’ equity less average cash for the trailing four quarters.

 

Six months ended June 30,

 

($ millions, except percentages)

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Trailing 12-month EBIT

 

$

279

 

 

$

31

 

Average capital employed

 

 

 

 

 

 

Average net debt1

 

$

620

 

 

$

809

 

Average shareholders’ equity1

 

 

1,077

 

 

 

1,062

 

Average capital employed

 

$

1,697

 

 

$

1,871

 

ROCE

 

 

16.4

%

 

 

1.7

%

 

 

 

 

 

 

 

1Based on a trailing four-quarter average.

Liquidity

The Company expects that cash flows from operations in 2025, together with cash and cash equivalents on hand and currently available credit facilities, will be more than sufficient to fund its requirements for investments in working capital and capital assets.

($ millions)

 

 

 

June 30, 2025

 

Cash and cash equivalents

 

 $

 

 

71

 

RCF

 

 

800

 

 

 

Less: Drawings on the RCF

 

 

(154

)

 

 

Less: Letters of Credit1

 

 

(87

)

 

559

 

Available liquidity

 

 $

 

 

630

 

1Represents letters of credit that the Company has funded with the RCF. Additional letters of credit of $29 million are funded from the $70 million LC Facility. Refer to Note 7 “Long-Term Debt” of the Financial Statements for further details.

Covenant Compliance

As at June 30, 2025, the Company met the covenant requirements of its funded debt, comprised of the secured RCF and Notes, reflecting strong performance and cash flow generation, and Enerflex’s focus of repaying debt and lowering finance costs.

The following table sets forth a summary of the covenant requirements and the Company’s performance:

 

 

 

 

For the six months ended June 30,

 

2025

 

 

2024

 

 

Requirement

 

Performance

 

 

Performance

Senior secured net funded debt to EBITDA ratio1 – Maximum

 

2.5x

 

 

0.2

x

 

0.5x

Bank-adjusted net debt to EBITDA ratio2 – Maximum

 

4.0x

 

 

1.3

x

 

2.2x

Interest coverage ratio3 – Minimum

 

2.5x

 

 

5.4

x

 

3.9x

 

1Senior secured net funded debt to EBITDA is defined as borrowings under the RCF less cash and cash equivalents, divided by trailing 12-month EBITDA as defined by the Company’s lenders.

2Refer to the "Bank-Adjusted Net Debt to EBITDA Ratio" section of this MD&A.

3Interest coverage ratio is calculated by dividing the trailing 12-month EBITDA, as defined by the Company’s lenders, by interest expense over the same timeframe.

 

0001904856-25-000003img109187306_3.jpg M-16Q2 2025 Report 2025

 

 


 

Credit Rating

Enerflex’s credit ratings affect the cost and ability to access the capital markets, and it is the Company’s objective to maintain high quality credit ratings. As at August 6, 2025, S&P Global Ratings ("S&P"), Moody’s Investors Service, Inc. ("Moody’s"), and Fitch Ratings, Inc. ("Fitch") assigned the following credit ratings to Enerflex and the Notes:

S&P

Moody’s

Fitch

Corporate Credit Rating

BB

(stable outlook)

Ba3

(positive outlook)

BB-

(positive outlook)

Notes

BB+

(stable outlook)

B1

(positive outlook)

BB

(positive outlook)

 

Summarized Statements of Cash Flow

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash and cash equivalents, beginning of period

 

$

75

 

 

$

110

 

 

$

92

 

 

$

95

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

(4

)

 

 

12

 

 

 

92

 

 

 

113

 

Investing activities

 

 

(10

)

 

 

(17

)

 

 

(36

)

 

 

(24

)

Financing activities

 

 

10

 

 

 

23

 

 

 

(76

)

 

 

(55

)

Effect of exchange rate changes on cash and cash equivalents denominated in foreign currencies

 

 

-

 

 

 

(2

)

 

 

(1

)

 

 

(3

)

Cash and cash equivalents, end of period

 

$

71

 

 

$

126

 

 

$

71

 

 

$

126

 

 

Operating Activities

Cash used in operating activities was $4 million during the three months ended June 30, 2025, compared to cash provided by operating activities of $12 million in the same period in 2024. The change was driven by a build of working capital from a strategic investment in inventories, primarily offset by higher net earnings during the second quarter of 2025. Cash provided by operating activities of $92 million during the six months ended June 30, 2025, decreased by $21 million from the same period in 2024, also attributable to the build of working capital.

Investing Activities

Cash used in investing activities for the three months ended June 30, 2025, was lower when compared to the same period in 2024, attributable to recovery of net working capital for investing activities and proceeds from short term investments and disposal of EI assets, partially offset by the increased capital expenditures in the second quarter of 2025. Cash used in investing activities for the six months ended June 30, 2025 was higher when compared to the same period in 2024, attributable to increased capital expenditures, partially offset by the sale of EI assets during the first half of 2025.

Financing Activities

During the three months ended June 30, 2025, cash provided by financing activities was lower when compared to the same period in 2024, primarily due to repurchase of the Company's own shares through the NCIB during the three months ended June 30, 2025. Cash used in financing activities for the six months ended June 30, 2025 was higher when compared to the same period in 2024, due to the net payment on the RCF, increased returns to shareholders through an increased dividend, and repurchase of shares through the NCIB during the first half of 2025.

 

0001904856-25-000003img109187306_4.jpg

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Capital Expenditures and Expenditures for Finance Leases

Enerflex distinguishes CAPEX invested in EI assets - operating leases as either maintenance or growth. Maintenance expenditures are necessary costs to continue utilizing existing EI assets - operating leases, while growth expenditures are intended to expand the Company’s EI assets - operating leases. The Company may also incur costs related to the construction of EI assets determined to be finance leases. These costs are accounted for as work-in-progress related to finance leases, and once the project is completed and enters service, it is reclassified to cost of goods sold.

CAPEX and expenditures for finance leases are shown in the table below:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Maintenance and PP&E

 

$

11

 

 

$

9

 

 

$

19

 

 

$

18

 

Growth

 

 

23

 

 

 

1

 

 

 

29

 

 

 

9

 

Total CAPEX

 

 

34

 

 

 

10

 

 

 

48

 

 

 

27

 

Expenditures for finance leases

 

 

37

 

 

 

2

 

 

 

56

 

 

 

3

 

Total CAPEX and expenditures for finance leases

 

$

71

 

 

$

12

 

 

$

104

 

 

$

30

 

 

Selling, General and Administrative Expenses

SG&A expenses comprise of costs incurred by the Company to support business operations that are not directly attributable to the production of goods or services.

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Core SG&A1

 

$

52

 

 

$

62

 

 

$

106

 

 

$

120

 

Share-based compensation

 

 

3

 

 

 

2

 

 

 

-

 

 

 

8

 

Depreciation and amortization

 

 

6

 

 

 

11

 

 

 

12

 

 

 

23

 

Bad debt expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

Total SG&A

 

$

61

 

 

$

75

 

 

$

118

 

 

$

153

 

1 Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses.

SG&A was $61 million for the three months ended June 30, 2025, a decrease of $14 million compared to the same period in 2024. The reduction was primarily driven by completion of integration and restructuring activities in 2024 that have resulted in cost reductions and improved operational efficiencies, and lower amortization of intangible assets in the current period. SG&A was $118 million for the six months ended June 30, 2025, a decrease of $35 million from the same period in 2024. The decrease reflects lower share-based compensation expense resulting from share price volatility, lower amortization of intangible assets, and sustained cost reductions and operational efficiencies, partially offset by executive transition costs incurred during the first half of 2025.

Income Taxes

The Company reported income tax expense of $14 million and $33 million for the three and six months ended June 30, 2025, compared to $27 million and $22 million for the same periods in 2024. The change is primarily attributable to the effect of foreign exchange rates on the tax basis of non-monetary assets, partially offset by earnings taxed in foreign jurisdictions.

 

0001904856-25-000003img109187306_3.jpg M-18Q2 2025 Report 2025

 

 


 

Financial Position

The following table outlines significant changes in the consolidated statements of financial position as at June 30, 2025, compared to December 31, 2024:

 

($ millions)

 

Increase
(Decrease)

 

Explanation

Current assets

 

107

 

Increase in current assets is primarily due to advancement of ES projects which resulted in increased accounts receivables and unbilled revenue, strategic investment in inventories, and progression of the EI expansion project in EH increasing the inventories - work-in-progress related to EI assets - finance leases receivable, partially offset by lower cash and cash equivalents and prepayments.

EI assets - operating leases

 

(18)

 

Decrease in EI assets - operating lease is primarily due to depreciation and sale of certain EI assets in LATAM segment, partially offset by capital expenditures.

EI assets - finance leases receivable

 

(15)

 

Decrease in EI assets - finance leases receivable is due to principal payments received.

Other assets

 

16

 

Increase in other assets is primarily due to unrealized gains recognized on the redemption options associated with the Notes.

Current liabilities

 

53

 

Increase in current liabilities is largely attributable to increased deferred revenue in NAM, driven by timing of collections on ES projects, and increased AP and accrued liabilities to support the elevated operational activity of the ES business.

Long-term debt

 

(29)

 

Long-term debt has decreased due to net repayment of the RCF partially offset by amortization of deferred transaction costs and the Notes discount.

Total shareholders' equity

 

78

 

Total shareholders' equity increased primarily due to net earnings for the first half of 2025, partially offset by repurchase of the Company's own shares through the NCIB in the second quarter of 2025.

 

 

 

 

 

 

Quarterly Summary

 

($ millions, except per share amounts)

Q2 2025

 

Q1 2025

 

Q4 2024

 

Q3 2024

 

 

Q2 2024

 

Q1 2024

 

Q4 2023

 

Q3 2023

 

ES backlog

$

1,227

 

$

1,206

 

$

1,280

 

$

1,271

 

 

$

1,251

 

$

1,266

 

$

1,134

 

$

1,158

 

ES bookings

 

365

 

 

205

 

 

301

 

 

349

 

 

 

331

 

 

420

 

 

265

 

 

394

 

EI contract backlog

 

1,462

 

 

1,497

 

 

1,545

 

 

1,601

 

 

 

1,604

 

 

1,639

 

 

1,700

 

 

1,881

 

Revenue

 

615

 

 

552

 

 

561

 

 

601

 

 

 

614

 

 

638

 

 

574

 

 

580

 

GM

 

139

 

 

128

 

 

140

 

 

141

 

 

 

136

 

 

87

 

 

119

 

 

110

 

GM before D&A

 

175

 

 

161

 

 

174

 

 

176

 

 

 

173

 

 

119

 

 

158

 

 

150

 

SG&A

 

61

 

 

57

 

 

92

 

 

82

 

 

 

75

 

 

78

 

 

74

 

 

75

 

EBIT

 

92

 

 

66

 

 

47

 

 

74

 

 

 

55

 

 

3

 

 

(51

)

 

24

 

EBITDA

 

134

 

 

105

 

 

92

 

 

122

 

 

 

103

 

 

47

 

 

-

 

 

77

 

Adjusted EBITDA

 

130

 

 

113

 

 

121

 

 

120

 

 

 

122

 

 

69

 

 

91

 

 

90

 

Net earnings (loss)

 

60

 

 

24

 

 

15

 

 

30

 

 

 

5

 

 

(18

)

 

(95

)

 

4

 

Earnings (loss) per share – basic

 

0.49

 

 

0.19

 

 

0.12

 

 

0.24

 

 

 

0.04

 

 

(0.15

)

 

(0.77

)

 

0.03

 

Earnings (loss) per share – diluted

 

0.49

 

 

0.19

 

 

0.12

 

 

0.24

 

 

 

0.04

 

 

(0.15

)

 

(0.77

)

 

0.03

 

FFO1

 

89

 

 

62

 

 

74

 

 

63

 

 

 

63

 

 

18

 

 

46

 

 

44

 

CFO2

 

(4

)

 

96

 

 

113

 

 

98

 

 

 

12

 

 

101

 

 

158

 

 

51

 

Free cash flow

 

(39

)

 

85

 

 

76

 

 

78

 

 

 

(4

)

 

72

 

 

139

 

 

21

 

Cash dividends declared per share (CAD $)

 

0.0375

 

 

0.0375

 

 

0.0375

 

 

0.0250

 

 

 

0.0250

 

 

0.0250

 

 

0.0250

 

 

0.0250

 

CAPEX – Maintenance & PP&E

 

11

 

 

8

 

 

21

 

 

14

 

 

 

9

 

 

9

 

 

13

 

 

10

 

CAPEX – Growth

 

23

 

 

6

 

 

11

 

 

2

 

 

 

1

 

 

8

 

 

4

 

 

10

 

1 FFO or “Funds from Operations” is also referred to by Enerflex as “Cash provided by operating activities before changes in working capital and other”.

2 CFO or “Cashflow from Operations” is also referred to by Enerflex as “Cash provided by (used in) operating activities”.

 

 

0001904856-25-000003img109187306_4.jpg

M-19 0001904856-25-000003img109187306_2.jpg

 


 

Capital Resources

On July 31, 2025, Enerflex had 122,247,228 common shares outstanding. Enerflex has not established a formal dividend policy, and the Board anticipates setting the quarterly dividends based on the availability of cash flow, anticipated market conditions, and the general needs of the business. Subsequent to the second quarter of 2025, the Board declared a quarterly dividend of CAD $0.0375 per share.

At June 30, 2025, the Company had drawings of $154 million against the RCF (December 31, 2024 – $191 million). The weighted average interest rate on the RCF at June 30, 2025, was 6.0% (December 31, 2024 – 7.4%).

The composition of the borrowings on the Notes and RCF were as follows:

 

 

 

Maturity Date

 

June 30, 2025

 

 

December 31, 2024

 

Notes

 

October 15, 2027

 

$

563

 

 

$

563

 

Drawings on the RCF

 

October 13, 2026

 

 

154

 

 

 

191

 

 

 

 

 

 

717

 

 

 

754

 

Deferred transaction costs and Notes discount

 

 

 

 

(38

)

 

 

(46

)

Long-term debt

 

 

 

$

679

 

 

$

708

 

 

 

 

 

 

 

 

 

 

Non-current portion of long-term debt

 

 

 

 

679

 

 

 

708

 

Long-term debt

 

 

 

$

679

 

 

$

708

 

At June 30, 2025, without considering renewal at similar terms, the USD equivalent principal payments due over the next five years are $717 million, and nil thereafter.

Subsequent to June 30, 2025, Enerflex entered into an agreement to extend the maturity date of its RCF by three years to July 11, 2028 and the availability remained unchanged at $800 million.

 

0001904856-25-000003img109187306_3.jpg M-20Q2 2025 Report 2025

 

 


 

Legal Proceedings

The Company or certain of its subsidiaries are involved in or subject to, in the normal course of business, lawsuits, claims and other legal proceedings that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief. Some lawsuits, claims and legal proceedings involve acquired or disposed assets with respect to which a third party, the Company, or its subsidiary retains liability or indemnifies the other party for conditions that existed prior to the transaction. In accordance with applicable accounting guidance, Enerflex and its subsidiaries accrue reserves for outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated. The Company does not currently expect that any of the outstanding lawsuits, claims or legal proceedings will have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows. Although Enerflex’s expectations and estimates are based on information known about the legal matters and its experience in contesting, litigating and settling similar matters, the results of any outstanding lawsuits, claims and other legal proceedings are inherently uncertain, and there can be no assurance that monetary damages, fines, penalties or injunctive relief resulting from adverse judgments or settlements in some or all of these outstanding lawsuits, claims or legal proceedings will not have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows. The Company will reassess the probability and estimability of contingent losses as new information becomes available in these proceedings or otherwise.

As previously disclosed, in response to a fatal attack at an adjacent site in the second quarter of 2024, Enerflex declared Force Majeure on the EH project, suspended activity at the project site, and demobilized its personnel. Enerflex subsequently received notice from its customer purporting to terminate the project contract and commencing arbitration proceedings against Enerflex alleging breach of the project contract. Pursuant to the rules for arbitration agreed between Enerflex and its customer, the content of the proceedings is confidential and not otherwise publicly available. In Q4 2024, Enerflex delivered notice to the customer terminating the project contract, citing contractual rights relating to the continuing Force Majeure situation and circumstances that made it impossible for Enerflex to fulfill its obligations. Enerflex has brought a counterclaim against the customer to recover amounts owing to Enerflex following Enerflex’s termination of the project contract. As at June 30, 2025, the carrying value of the remaining assets associated with the project on the Company’s consolidated statement of financial position was $161 million. Notwithstanding its termination of the project contract, Enerflex maintains a $31 million Letter of Credit in support of its obligation under the project contract. Enerflex would view any drawing of the financial security in the prevailing circumstances as improper and would be considered as an additional amount owed by the customer.

In Q2 2025, the customer filed its Statement of Case in the arbitration alleging claims against Enerflex. Enerflex disputes these allegations and asserts that it acted in accordance with the project contract. Given the preliminary stage of the proceedings and the inherent uncertainty of arbitration, the final resolution of the arbitration is unknown and there can be no assurance that the outcome will not have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows. Enerflex intends to vigorously defend itself against the customer’s claims while pursuing its own counterclaims against the customer as part of the arbitration.

Seasonality of Operations

The energy sector in Canada and in some parts of the U.S. has a distinct seasonal trend in activity levels which results from well-site access and drilling pattern adjustments to take advantage of weather conditions. Generally, the Company has experienced higher revenue in the fourth quarter of each year related to these seasonal trends. Revenue is also impacted by both the Company’s and its customer’s capital investment decisions. The LATAM and EH segments are not significantly impacted by seasonal variations, while certain parts of the U.S. can be impacted by seasonal trends depending on customer activity, demand, and location.

 

0001904856-25-000003img109187306_4.jpg

M-21 0001904856-25-000003img109187306_2.jpg

 


 

Variations from these trends usually occur when hydrocarbon energy fundamentals are either improving or deteriorating.

Internal Control Over Financial Reporting and Disclosure Controls and Procedures

Management is responsible for the information disclosed in this MD&A and the accompanying Financial Statements, and has in place appropriate information systems, procedures, and controls to ensure that information used internally by Management and disclosed externally is materially complete and reliable. In addition, the Company’s Audit Committee, on behalf of the Board, provides an oversight role with respect to all public financial disclosures made by the Company, and has reviewed and the Board has approved, this MD&A and the Financial Statements. The Audit Committee is also responsible for determining that Management fulfills its responsibilities in the financial control of operations, including Internal Control Over Financial Reporting (“ICFR”) and Disclosure Controls and Procedures (“DC&P”).

Management is responsible for establishing and maintaining adequate ICFR and DC&P. ICFR is a framework designed to provide reasonable assurance regarding the reliability and preparation of the unaudited interim condensed consolidated financial statements for external reporting in accordance with IFRS.

DC&P refer to controls and other procedures designed to ensure that information required to be disclosed in Enerflex’s financial reports is recorded, processed, summarized and reported to the Company’s Management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Together, the ICFR and DC&P frameworks provide internal control over financial reporting and disclosure. Management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements may be detected. For example, there may be faulty judgments in decision-making or breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the acts of individuals, by collusion of two or more people, or by Management override of the control. Controls and procedures can only provide reasonable, not absolute, assurance that the desired control objectives have been met.

Under the supervision, and with the participation, of Enerflex’s Management, including the Chief Executive Officer (Interim) and Chief Financial Officer (Interim), the Company conducted an evaluation of the effectiveness of its ICFR and DC&P as of June 30, 2025, the end of the period covered by this MD&A. In conducting this evaluation, Management used the criteria described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO 2013 Framework”).

Based on the Company’s evaluation, Management concluded that its ICFR and DC&P were effective as of June 30, 2025.

Changes in Internal Control Over Financial Reporting:

Management regularly reviews its system of ICFR and makes changes to the Company’s processes and systems to improve controls and increase efficiency. There have been no significant additional changes in the design of the Company’s ICFR during the three and six months ended June 30, 2025, that would materially affect, or is reasonably likely to materially affect, the Company’s ICFR.

 

0001904856-25-000003img109187306_3.jpg M-22Q2 2025 Report 2025

 

 


 

Subsequent Events

Subsequent to June 30, 2025, Enerflex declared a quarterly dividend of CAD $0.0375 per share, payable on September 2, 2025 to shareholders of record on August 18, 2025. The Board will continue to evaluate dividend payments on a quarterly basis, based on availability of cash flow, anticipated market conditions, and the general needs of the business.

Forward-Looking Statements

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking information”, “FLI”) within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. These statements relate to Management expectations about future events, results of operations, and the future performance (both financial and operational) and business prospects of Enerflex. All statements other than statements of historical fact are FLI. The use of any of the words "anticipate", "future", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential", "objective", "capable", and similar expressions, are intended to identify FLI. In particular, this MD&A includes (without limitation) FLI pertaining to:

disclosures under the heading “Outlook” including:
o
Enerflex’s ability to deliver on its near-term priorities, including (1) enhancing the profitability of its core operations; (2) leveraging the Company’s leading position in core operating countries to capitalize on expected increases in natural gas and produced water volumes; and (3) maximizing free cash flow to further strengthen Enerflex’s financial position, provide direct shareholder returns, and invest in selective customer supported growth opportunities, and the time required in connection therewith, if at all;
o
the highly contracted EI product line and the recurring nature of AMS will, together, account for approximately 65% of Enerflex’s gross margin before depreciation and amortization during 2025;
o
customer contracts within Enerflex’s EI product line will generate approximately $1.5 billion of revenue over their remaining terms;
o
ES gross margins are expected to align more closely with historical averages while ES revenue will remain steady in the near term;
o
supply of natural gas and associated liquids and produced water volumes are anticipated to grow, especially within Enerflex’s North American footprint, supporting an attractive medium-term outlook for each of Enerflex’s product lines;
o
total capital expenditures in 2025 will be approximately $120 million, including approximately $60 million allocated to growth opportunities and $60 million for maintenance and PP&E expenditures;
o
continued strength in the market fundamentals for U.S. contract compression, underpinned by expected increases in natural gas production in the Permian Basin and continued capital discipline from industry participants;
o
considerations to further reduce debt which will strengthen Enerflex’s balance sheet and lower net financing costs and that doing so will position the Company to respond to evolving market conditions and capitalize on opportunities to optimize its debt stack;
the Company’s backlog and the ability to secure future bookings;
the ability of the Company to capitalize on opportunities should they proceed, if at all;

 

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expectations that expansion of an EI project that was commissioned in the EH region early in the third quarter of 2025 will result in a reduction of ES backlog by approximately $116 million;
expectations that cash flows from operations in 2025, together with cash and cash equivalents on hand and currently available credit facilities, will be sufficient to fund Enerflex’s requirements for investments in working capital and capital assets;
using free cash generated to fund other non-operating activities including dividend payments, share repurchases, and non-mandatory debt repayments, if at all;
the ability of the Company to continue to meet its covenant requirements of its funded debt, including the secured RCF and Notes;
the potential for the Company to incur costs related to the construction of EI assets determined to be finance leases;
that the Board will set the Company’s quarterly dividends based on the availability of cash flow, anticipated market conditions, and the general needs of the business and that this will support expectations regarding the ability of the Company to continue to pay a quarterly dividend;
expectations that potential liabilities that may arise in connection with outstanding lawsuits, claims, or legal proceedings will not have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows; and
the impact of seasonal trends on the business of the Company.

This FLI is based on assumptions, estimates, and analysis made by Enerflex and its perception of trends, current conditions, and expected developments, as well as other factors that are believed by Enerflex to be reasonable and relevant in the circumstances. All FLI in this MD&A is subject to important risks, uncertainties, and assumptions, which are difficult to predict and which may affect Enerflex's operations, including, without limitation:

the ability of the Company to navigate evolving market conditions and to adjust its business as needed to support long-term resilience and performance in response to increased near-term risks and uncertainties, including the impact of tariffs and commodity price volatility;
industry conditions including supply and demand fundamentals for crude oil and natural gas;
natural gas and associated liquids and produced water volumes across Enerflex’s global footprint will increase in line with expectations;
the impact of economic conditions including commodity price volatility;
market conditions, customer activity, and industry fundamentals will support stable demand across Enerflex’s product lines and geographic regions throughout 2025;
the high level of contractual commitments within the EI product line and the predictable, recurring revenue from AMS will continue;
existing customer contracts within the EI product line will remain in effect and with no material cancellations or renegotiations over their remaining terms;
the execution of projects within the ES product line will proceed as scheduled and the conversion to revenue will proceed without significant delays or cancellations;
no significant unforeseen cost overruns or project delays;
market conditions continuing to support the NCIB within the anticipated timeframe;
supply chain interruptions leading to delays in receiving materials and parts to produce equipment and/or the impact of tariffs and/or retaliatory tariffs on the supply chain;
interest rates and foreign exchange rates;
new environmental, taxation, and other laws and regulations;

 

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continued capital spending discipline from market participants;
the fulfillment by our customer partners of the terms of their contracts;
the ability to continue to build and improve on proven manufacturing capabilities and innovate into new product lines and new and emerging markets;
increased competition across all business lines;
sufficiency of funds to support capital investments required to grow the business;
availability of qualified personnel or management and difficulties in retaining qualified personnel;
political unrest; and
other factors, many of which are beyond the control of Enerflex.

Readers are cautioned that the foregoing list of assumptions and risk factors should not be construed as exhaustive. While Enerflex believes that there is a reasonable basis for the FLI included in this MD&A, as a result of such known and unknown risks, uncertainties, and other factors, actual results, performance, or achievements could differ and such differences could be material from those expressed in, or implied by, these statements. The FLI included in this MD&A should not be unduly relied upon as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to: the ability to maintain desirable financial ratios; the ability to access various sources of debt and equity capital, generally, and on acceptable terms, if at all; the ability to utilize tax losses in the future; the ability to maintain relationships with partners and to successfully manage and operate the business; risks associated with technology and equipment, including potential cyberattacks; the occurrence of unexpected events such as pandemics, war, terrorist threats, and the instability resulting therefrom; risks associated with existing and potential future lawsuits, shareholder proposals, and regulatory actions; and those factors referred to under the heading "Risk Factors" in Enerflex's AIF for the year ended December 31, 2024 and Enerflex’s Annual Report dated February 26, 2025, as well as other filings with Canadian securities regulators and the SEC, copies of which are available under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively.

This MD&A contains information that may constitute future-oriented financial information or financial outlook information ("FOFI") about Enerflex and its prospective financial performance, financial position, or cash flows, all of which is subject to the same assumptions, risk factors, limitations, and qualifications as set forth above. Except as otherwise stated herein, the FOFI included in this MD&A was made and approved by Management and the Board as of the date hereof. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. The Company’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. The inclusion of FOFI in this MD&A is to provide readers with a more complete perspective on the Company’s future operations and Management's current expectations regarding the Company’s future performance. Readers are cautioned that such information may not be appropriate for other purposes.

The FLI and FOFI contained herein is expressly qualified in its entirety by the above cautionary statement. The FLI and FOFI included in this MD&A are made as of the date of this MD&A and, other than as required by law, the Company disclaims any intention or obligation to update or revise any FLI or FOFI, whether as a result of new information, future events or otherwise.

 

 

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EX-99.4

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Preet S. Dhindsa, President and Chief Executive Officer (Interim) of Enerflex Ltd., certify the following:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2025.
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)
designed ICFR, or caused it 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 the issuer’s GAAP.
5.1.
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 COSO framework issued by the committee of Sponsoring Organizations of the Treadway Commission.
5.2.
ICFR – material weakness relating to design: N/A

 

 

5.3.
Limitation on scope of design: N/A
6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 7, 2025

 

 

(signed) "Preet S. Dhindsa"

 

Preet S. Dhindsa

 

President and Chief Executive Officer (Interim)

 

 


EX-99.5

 

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Joe Ladouceur, Chief Financial Officer (Interim) of Enerflex Ltd., certify the following:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2025.
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)
designed ICFR, or caused it 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 the issuer’s GAAP.
5.1.
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 COSO framework issued by the committee of Sponsoring Organizations of the Treadway Commission.
5.2.
ICFR – material weakness relating to design: N/A
5.3.
Limitation on scope of design: N/A

 

 

6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

 

Date: August 7, 2025

 

 

(signed) "Joe Ladouceur"

 

Joe Ladouceur

 

Chief Financial Officer (Interim)