Enerflex (NYSE: EFXT) lifts Q1 2026 EBITDA, cuts net debt and sets 2026 capex
Enerflex Ltd. reported solid first quarter 2026 results, with revenue of $584 million, up from $552 million a year earlier, driven mainly by stronger Engineered Systems activity in North America. Net earnings rose to $43 million, or $0.35 per share, supported by higher gross margins and lower finance costs.
Adjusted EBITDA increased to $137 million, and return on capital employed reached a record 17.3%. Net debt declined to $505 million, bringing the bank‑adjusted net debt‑to‑EBITDA ratio down to 0.9x. Enerflex’s ES backlog of $1.265 billion and EI contract backlog of $1.283 billion provide strong revenue visibility. The company maintained its capital plan, investing $16 million in growth and maintenance, and declared a quarterly dividend of CAD $0.0425 per share.
Positive
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Insights
Enerflex posts higher earnings, stronger margins, and lower leverage in Q1 2026.
Enerflex delivered Q1 2026 revenue of $584 million, with gross margin rising to $145 million and GM of 24.8%. Adjusted EBITDA climbed to $137 million, helped by stronger Engineered Systems activity and higher-margin Energy Infrastructure contributions.
Net earnings increased to $43 million, while net finance costs fell to $10 million, partly reflecting prior debt reduction. Record ROCE of 17.3% was driven by higher trailing EBIT and lower average capital employed as net debt declined to $505 million.
Bank-adjusted net debt-to-EBITDA improved to 0.9x, giving balance sheet flexibility alongside ES backlog of $1.265 billion and EI contract backlog of $1.283 billion. Management continues to target $175–$195 million of 2026 organic capex while maintaining a quarterly dividend of CAD $0.0425 per share.
Key Figures
Key Terms
Adjusted EBITDA financial
Return on capital employed financial
Bank-adjusted net debt to EBITDA ratio financial
Engineered Systems (“ES”) backlog financial
Build-Own-Operate-Maintain (“BOOM”) assets financial
Force Majeure financial
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 May 2026
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 |
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Description |
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99.1 |
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Enerflex Ltd. Press Release dated May 7, 2026, reporting 2026 First Quarter Financial and Operational Results |
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99.2 |
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Unaudited Interim Condensed Consolidated Financial Statements of Enerflex Ltd. as at and for the three months ended March 31, 2026, together with the notes thereto |
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99.3 |
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Management Discussion and Analysis of Financial Condition and Results of Operations of Enerflex Ltd. as at and for the three months ended March 31, 2026 |
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99.4 |
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Report of Voting Results, dated May 7, 2026 |
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99.5 |
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Shareholder Approval Press Release, dated May 7, 2026 |
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99.6 |
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Certification of the Chief Executive Officer pursuant to National Instrument 52-109 |
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99.7 |
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Certification of the Chief Financial Officer pursuant to National Instrument 52-109 |
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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.
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Dated: May 7, 2026 |
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Enerflex Ltd. |
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By: |
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/s/ Justin D. Pettigrew |
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Name: |
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Justin D. Pettigrew |
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Title: |
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Corporate Secretary and Associate General Counsel, Corporate |

ENERFLEX LTD. ANNOUNCES FIRST QUARTER 2026 FINANCIAL AND OPERATIONAL RESULTS
CONTINUED STRONG OPERATIONAL EXECUTION REFLECTED IN ADJUSTED EBITDA OF $137 MILLION AND RECORD RETURN ON CAPITAL EMPLOYED OF 17.3%
MANAGING FINANCIAL FLEXIBILITY; BANK ADJUSTED NET DEBT-TO-EBITDA RATIO TO 0.9x AT THE END OF Q1/26
SOLID OPERATIONAL VISIBILITY WITH ES BOOK-TO-BILL RATIO OF 1.5X, ES AND EI BACKLOGS OF $1.3 BILLION
NEWS RELEASE
CALGARY, Alberta, May 07, 2026 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three months ended March 31, 2026.
All amounts presented are in U.S. Dollars unless otherwise stated.
Q1/26 FINANCIAL OVERVIEW
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Q1/26 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.
STRATEGIC AND OPERATIONAL HIGHLIGHTS
BALANCE SHEET AND LIQUIDITY
MANAGEMENT COMMENTARY
Paul Mahoney, Enerflex’s President and Chief Executive Officer stated: “Enerflex delivered solid operational performance in the first quarter of 2026, reflecting continued disciplined execution across our global footprint as well as ongoing efforts to optimize and streamline our business. Results continue to be underpinned by the Energy Infrastructure and After-Market Services business lines, which generated 65% of adjusted gross margin before depreciation and amortization in the quarter. The Engineered Systems business is demonstrating strong execution and commercial momentum, supported by healthy backlog levels and ongoing bidding activity across key markets, particularly in North America.
We continue to see steady demand in our core markets, underpinned by increasing natural gas and liquids production volumes. We are also advancing strategic opportunities in emerging power generation markets, including data center-related projects and other distributed power applications, with our current scope of opportunities now exceeding five gigawatts.
In the Middle East, our focus remains on ensuring the safety of our people and reliability of the Company’s operations. Enerflex owned infrastructure is integral to the reliable operation of regional energy systems and we continue to work closely with our client partners to navigate a dynamic situation.”
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Q1/26 Earnings News Release |
Preet Dhindsa, Enerflex’s Senior Vice President and Chief Financial Officer, added: “Enerflex generated solid financial results in the first quarter, which included improvement in both gross margin and cash conversion. We are on track with our 2026 capital plan and continue to allocate capital in a balanced manner across growth investments, shareholder returns and managing our financial position. The Company’s focus remains on enhancing profitability in our core operations, executing on our Engineered Systems backlog, and maintaining a strong and flexible balance sheet to support long-term value creation.”
SUMMARY RESULTS
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Three months ended March 31, |
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($ millions, except percentages and ratios) |
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2026 |
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2025 |
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Revenue |
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$ |
584 |
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$ |
552 |
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Gross margin ("GM") |
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145 |
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128 |
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GM as a percentage of revenue ("GM %") |
|
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24.8 |
% |
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23.2 |
% |
Selling, general and administrative expenses (“SG&A”) |
|
|
79 |
|
|
|
57 |
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Operating income |
|
|
68 |
|
|
|
71 |
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EBITDA1 |
|
|
110 |
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|
|
105 |
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EBIT1 |
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|
73 |
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|
|
66 |
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Net earnings |
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43 |
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|
24 |
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Long-term debt |
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552 |
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|
639 |
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Net debt2 |
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|
505 |
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564 |
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Cash provided by operating activities |
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32 |
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|
|
96 |
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|
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Key Financial Performance Indicators (“KPIs”) |
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ES backlog3 |
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$ |
1,265 |
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$ |
1,206 |
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ES bookings3 |
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|
483 |
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205 |
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EI contract backlog4 |
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1,283 |
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1,497 |
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GM before depreciation and amortization (“GM before D&A”)5 |
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179 |
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|
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161 |
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GM before D&A as a percentage of revenue ("GM before D&A %")5 |
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|
30.7 |
% |
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29.2 |
% |
Adjusted EBITDA6 |
|
|
137 |
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|
113 |
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Free cash flow7 |
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15 |
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85 |
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Bank-adjusted net debt to EBITDA ratio7 |
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|
0.9 |
x |
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1.3x |
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Return on capital employed (“ROCE”)7,8 |
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17.3 |
% |
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14.2 |
% |
1 EBITDA is defined as earnings before net finance costs, income taxes, depreciation and amortization. EBIT is defined as earnings before net finance costs and income taxes.
2 Net debt is defined as total long-term debt, less cash and cash equivalents as presented in the Financial Statements.
3 Refer to the “ES Backlog and Bookings” section of the MD&A for further details.
4 Refer to the “EI Contract Backlog” section of the MD&A for further details.
5 Refer to the “Gross Margin before D&A by Product Line and Recurring Gross Margin before D&A” section of the MD&A for further details
6 Refer to the “Adjusted EBITDA” section of the MD&A for further details.
7 Refer to the “Non-IFRS Measures” section of the MD&A for further details.
8Determined by using the trailing 12-month ("TTM") period.
Enerflex’s consolidated financial statements and notes (the “Financial Statements”) and Management’s Discussion and Analysis (“MD&A”) as at March 31, 2026, can be accessed on the Company’s website at www.enerflex.com and under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively.
OUTLOOK
Enerflex’s outlook for 2026 reflects steady demand across its business lines and geographic regions. Operating results will continue to be underpinned by the highly contracted Energy Infrastructure (“EI”) product line and the recurring nature of After
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Q1/26 Earnings News Release |
Market Services (“AMS”). The EI product line is supported by customer contracts expected to generate approximately $1.3 billion of revenue over their remaining terms.
Performance for Enerflex's ES product line is expected to remain steady, supported by a backlog of approximately $1.3 billion as at March 31, 2026, the majority of which is expected to convert into revenue over the next 12 months. The medium-term outlook for ES products and services continues to be attractive, driven by expected increases in natural gas and electric power generation across Enerflex’s core operating countries.
Enerflex’s priorities in 2026 include:
Capital Allocation
Enerflex continues to target organic capital expenditures of $175 million to $195 million during 2026. This includes: (1) organic growth capital expenditures of $90 million to $100 million; (2) maintenance capital expenditures of $70 million to $80 million; and (3) PP&E and infrastructure investments of approximately $15 million to support the Company’s ES business and activity in adjacent markets, including electric power generation.
Organic growth capital spending will continue to focus on customer supported opportunities and primarily allocated to expand the Company’s contract compression fleet in the U.S. Notably, the fundamentals for contract compression in the U.S. remain strong, led by expected increases in natural gas production and capital spending discipline from market participants.
Virtual Investor Update
Enerflex will host a virtual Investor Update on Wednesday, May 27, 2026 at 8:00 am MT (10:00am ET). Enerflex’s President and CEO, Paul Mahoney, will highlight the company’s outlook and strategic priorities with a Q&A period to follow.
Registration for the Investor Day can be made using the following link: https://edge.media-server.com/mmc/p/eyz29mbq. Participants can join by webcast to follow along with the presentation. The presentation will be made available on Enerflex’s website prior to the start. Questions can be submitted via the webcast or asked on the dial-in.
Dial-in numbers: https://register-conf.media-server.com/register/BI8e02cded3fae4a3dbb8d89234ae4be38
Shortly after the live webcast, an archived version will be available.
DIVIDEND DECLARATION
Enerflex is committed to paying a sustainable quarterly cash dividend to shareholders. The Board of Directors has declared a quarterly dividend of CAD $0.0425 per share, payable on June 3, 2026 to shareholders of record on May 20, 2026.
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, May 7, 2026 at 8:00 a.m. (MDT), where members of senior management will discuss the Company’s results. A question-and-answer period will follow.
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Q1/26 Earnings News Release |
To participate, register at https://register-conf.media-server.com/register/BI6515d65feedd4a68be887d88f452621e. 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/jpr3iwfx/.
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, ES backlog and bookings, EI contract backlog, free cash flow, GM before depreciation and amortization 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 March 31, 2026, 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 electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively.
Adjusted EBITDA
|
Three months ended March 31, 2026 |
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||||||||||||||
($ millions) |
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NAM |
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LATAM |
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EH |
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Total |
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||||
Net earnings1 |
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|
|
|
|
|
|
|
|
|
$ |
43 |
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|||
Income taxes1 |
|
|
|
|
|
|
|
|
|
|
|
20 |
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|||
Net finance costs1,2 |
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|||
EBIT3 |
|
$ |
38 |
|
|
$ |
18 |
|
|
$ |
12 |
|
|
$ |
73 |
|
Depreciation and amortization |
|
|
15 |
|
|
|
10 |
|
|
|
12 |
|
|
|
37 |
|
EBITDA |
|
$ |
53 |
|
|
$ |
28 |
|
|
$ |
24 |
|
|
$ |
110 |
|
Share-based compensation |
|
|
15 |
|
|
|
3 |
|
|
|
4 |
|
|
|
22 |
|
Impact of finance leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Principal payments received |
|
|
- |
|
|
|
- |
|
|
|
10 |
|
|
|
10 |
|
Unrealized gain on redemption options3 |
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|||
Adjusted EBITDA |
|
$ |
68 |
|
|
$ |
31 |
|
|
$ |
38 |
|
|
$ |
137 |
|
1The Company included net earnings, 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 $5 million unrealized gain on redemption options associated with the 2031 Notes. Debt is managed within Corporate and is not allocated to reporting segments.
|
Three months ended March 31, 2025 |
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||||||||||||||
($ millions) |
|
NAM |
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|
LATAM |
|
|
EH |
|
|
Total |
|
||||
Net earnings 1 |
|
|
|
|
|
|
|
|
|
|
$ |
24 |
|
|||
Income taxes1 |
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|||
Net finance costs1,2 |
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|||
EBIT3 |
|
$ |
38 |
|
|
$ |
19 |
|
|
$ |
12 |
|
|
$ |
66 |
|
Depreciation and amortization |
|
|
16 |
|
|
|
11 |
|
|
|
12 |
|
|
|
39 |
|
EBITDA |
|
$ |
54 |
|
|
$ |
30 |
|
|
$ |
24 |
|
|
$ |
105 |
|
Share-based compensation |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
- |
|
|
|
(3 |
) |
Impact of finance leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Principal payments received |
|
|
- |
|
|
|
- |
|
|
|
8 |
|
|
|
8 |
|
Unrealized loss on redemption options3 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|||
Adjusted EBITDA |
|
$ |
52 |
|
|
$ |
29 |
|
|
$ |
32 |
|
|
$ |
113 |
|
1The Company included net earnings, 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 $3 million unrealized loss on redemption options associated with the 2027 Notes. Debt is managed within Corporate and is not allocated to reporting segments.
|
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Q1/26 Earnings News Release |
FREE CASH FLOW
The Company defines free cash flow as cash provided by (used in) operating activities, less total capital expenditures (growth and maintenance) for EI assets - operating leases and PP&E, mandatory debt repayments, and lease payments, while proceeds on disposals of PP&E and EI assets - operating leases are added back. Free cash flow may not be comparable to similar measures presented by other companies as it does not have a standardized meaning under IFRS. Management uses this non-IFRS measure to assess the level of free cash generated to fund other non-operating activities. These activities could include dividend payments, share repurchases, and non-mandatory debt repayments. Free cash flow is also used in calculating the dividend payout ratio.
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Three months ended March 31, |
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($ millions) |
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2026 |
|
|
2025 |
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||
Funds from operations ("FFO")1 |
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$ |
95 |
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|
$ |
62 |
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Net change in working capital and other |
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|
(63 |
) |
|
|
34 |
|
Cash provided by operating activities ("CFO")2 |
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$ |
32 |
|
|
$ |
96 |
|
Less: |
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|
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CAPEX - Maintenance and PP&E |
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|
(9 |
) |
|
|
(8 |
) |
CAPEX - Growth |
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|
(7 |
) |
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|
(6 |
) |
Lease payments |
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(6 |
) |
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(6 |
) |
Add: |
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Proceeds on disposals of PP&E and EI assets - operating leases |
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5 |
|
|
|
9 |
|
Free cash flow |
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$ |
15 |
|
|
$ |
85 |
|
1Enerflex also refers to cash provided by operating activities before net change in working capital and other as “Funds from Operations” or “FFO”.
2Enerflex also refers to cash provided by operating activities as “Cash flow 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.
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:
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Q1/26 Earnings News Release |
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:
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Q1/26 Earnings News Release |
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, 2025, dated February 25, 2026; and (ii) 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.
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 leading provider of modular natural gas, power technology and treated water solutions, delivering value through disciplined execution and a deliberate approach to where we compete. Our customer focused delivery model supports operational excellence, innovation, and scalability across our global footprint with a focus on creating long-term shareholder value.
With approximately 4,400 engineers, manufacturers, technicians, professionals, 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 world’s energy needs.
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:
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Q1/26 Earnings News Release |
Paul Mahoney
President and Chief Executive Officer
E-mail: PMahoney@enerflex.com
Preet S. Dhindsa
Senior Vice President and Chief Financial Officer
E-mail: PDhindsa@enerflex.com
Jeff Fetterly
Vice President, Corporate Development and Capital Markets
E-mail: JFetterly@enerflex.com
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Q1/26 Earnings News Release |

Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Financial Position (unaudited)
($ United States millions) |
Notes |
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March 31, 2026 |
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December 31, 2025 |
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Assets |
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|
|
|
|
|
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Current assets |
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
$ |
47 |
|
|
$ |
81 |
|
Accounts receivable |
2a |
|
|
384 |
|
|
|
345 |
|
Unbilled revenue |
2b |
|
|
145 |
|
|
|
164 |
|
Energy infrastructure (“EI”) assets - finance leases receivable |
3a |
|
|
58 |
|
|
|
58 |
|
Inventories |
|
|
|
279 |
|
|
|
280 |
|
Income taxes receivable |
|
|
|
4 |
|
|
|
11 |
|
Derivative financial instruments |
|
|
|
1 |
|
|
|
1 |
|
Prepayments |
|
|
|
58 |
|
|
|
52 |
|
Assets held for sale |
4 |
|
|
77 |
|
|
|
- |
|
Total current assets |
|
|
|
1,053 |
|
|
|
992 |
|
Unbilled revenue |
2b |
|
|
1 |
|
|
|
1 |
|
Property, plant and equipment ("PP&E") |
|
|
|
100 |
|
|
|
102 |
|
EI assets - finance leases receivable |
3a |
|
|
171 |
|
|
|
180 |
|
EI assets - operating leases |
3b |
|
|
672 |
|
|
|
686 |
|
Lease right-of-use assets |
|
|
|
57 |
|
|
|
61 |
|
Deferred tax assets |
|
|
|
21 |
|
|
|
21 |
|
Intangible assets |
|
|
|
28 |
|
|
|
29 |
|
Goodwill |
|
|
|
412 |
|
|
|
430 |
|
Other assets |
|
|
|
197 |
|
|
|
192 |
|
Total assets |
|
|
$ |
2,712 |
|
|
$ |
2,694 |
|
|
|
|
|
|
|
|
|
||
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
5 |
|
$ |
363 |
|
|
$ |
396 |
|
Provisions |
|
|
|
25 |
|
|
|
25 |
|
Income taxes payable |
|
|
|
91 |
|
|
|
80 |
|
Deferred revenue |
|
|
|
353 |
|
|
|
355 |
|
Lease liabilities |
|
|
|
21 |
|
|
|
22 |
|
Derivative financial instruments |
|
|
|
2 |
|
|
|
1 |
|
Liabilities held for sale |
4 |
|
|
19 |
|
|
|
- |
|
Total current liabilities |
|
|
|
874 |
|
|
|
879 |
|
Deferred revenue |
|
|
|
13 |
|
|
|
13 |
|
Long-term debt |
6 |
|
|
552 |
|
|
|
582 |
|
Lease liabilities |
|
|
|
48 |
|
|
|
50 |
|
Deferred tax liabilities |
|
|
|
50 |
|
|
|
51 |
|
Other liabilities |
|
|
|
35 |
|
|
|
26 |
|
Total liabilities |
|
|
$ |
1,572 |
|
|
$ |
1,601 |
|
|
|
|
|
|
|
|
|
||
Shareholders’ equity |
|
|
|
|
|
|
|
||
Share capital |
|
|
$ |
501 |
|
|
$ |
498 |
|
Contributed surplus |
|
|
|
663 |
|
|
|
664 |
|
Retained earnings |
|
|
|
169 |
|
|
|
130 |
|
Accumulated other comprehensive loss |
|
|
|
(193 |
) |
|
|
(199 |
) |
Total shareholders’ equity |
|
|
|
1,140 |
|
|
|
1,093 |
|
Total liabilities and shareholders’ equity |
|
|
$ |
2,712 |
|
|
$ |
2,694 |
|
See accompanying notes to the consolidated financial statements, including Note 13 “Guarantees, Commitments, and Contingencies”
|
F-1 |
Interim Condensed Consolidated Statements of Earnings and Comprehensive Income (unaudited)
|
|
|
Three months ended March 31, |
|
|||||
($ United States millions, except per share amounts) |
Notes |
|
2026 |
|
|
2025 |
|
||
Revenue |
7,9 |
|
$ |
584 |
|
|
$ |
552 |
|
Cost of goods sold ("COGS") |
9 |
|
|
439 |
|
|
|
424 |
|
Gross margin |
|
|
|
145 |
|
|
|
128 |
|
Selling, general and administrative expenses ("SG&A") |
8,9 |
|
|
79 |
|
|
|
57 |
|
Foreign exchange (gain) loss |
|
|
|
(2 |
) |
|
|
- |
|
Operating income |
|
|
|
68 |
|
|
|
71 |
|
Equity earnings from associates and joint ventures |
|
|
|
1 |
|
|
|
- |
|
(Loss) on financial instruments |
|
|
|
(1 |
) |
|
|
(2 |
) |
Unrealized gain (loss) on redemption options |
|
|
|
5 |
|
|
|
(3 |
) |
Earnings before net finance costs and income taxes (“EBIT”) |
|
|
|
73 |
|
|
|
66 |
|
Net finance costs |
10 |
|
|
10 |
|
|
|
23 |
|
Earnings before income taxes (“EBT”) |
|
|
|
63 |
|
|
|
43 |
|
Current income taxes |
|
|
|
22 |
|
|
|
22 |
|
Deferred income taxes |
|
|
|
(2 |
) |
|
|
(3 |
) |
Income taxes |
|
|
|
20 |
|
|
|
19 |
|
Net earnings |
|
|
$ |
43 |
|
|
$ |
24 |
|
|
|
|
|
|
|
|
|
||
Other comprehensive income |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Items that may be reclassified to profit or loss in subsequent periods: |
|
|
|
|
|
|
|
||
Unrealized (loss) on translation of foreign- |
|
|
|
(1 |
) |
|
|
- |
|
Unrealized gain on translation of financial |
|
|
|
7 |
|
|
|
5 |
|
Other comprehensive income |
|
|
|
6 |
|
|
|
5 |
|
Total comprehensive income |
|
|
$ |
49 |
|
|
$ |
29 |
|
|
|
|
|
|
|
|
|
||
Earnings per share – basic |
|
|
$ |
0.35 |
|
|
$ |
0.19 |
|
Earnings per share – diluted |
|
|
$ |
0.35 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
||
Weighted average number of shares outstanding – basic |
|
|
|
121,874,052 |
|
|
|
124,145,322 |
|
Weighted average number of shares outstanding – diluted |
|
|
|
122,086,573 |
|
|
|
124,480,239 |
|
See accompanying notes to the unaudited interim condensed consolidated financial statements.
|
|
Interim Condensed Consolidated Statements of Cash Flows (unaudited)
|
|
|
Three months ended March 31, |
|
|||||
($ United States millions) |
Notes |
|
2026 |
|
|
2025 |
|
||
Operating Activities |
|
|
|
|
|
|
|
||
Net earnings |
|
|
$ |
43 |
|
|
$ |
24 |
|
Adjustments for: |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
37 |
|
|
|
39 |
|
Equity earnings from associates and joint ventures |
|
|
|
(1 |
) |
|
|
- |
|
Deferred income taxes |
|
|
|
(2 |
) |
|
|
(3 |
) |
Share-based compensation expense (recovery) |
8 |
|
|
22 |
|
|
|
(3 |
) |
Loss on financial instruments |
|
|
|
1 |
|
|
|
2 |
|
Unrealized (gain) loss on redemption options |
|
|
|
(5 |
) |
|
|
3 |
|
|
|
|
|
95 |
|
|
|
62 |
|
Net change in working capital and other |
12 |
|
|
(63 |
) |
|
|
34 |
|
Cash provided by operating activities |
|
|
$ |
32 |
|
|
$ |
96 |
|
|
|
|
|
|
|
|
|
||
Investing Activities |
|
|
|
|
|
|
|
||
Additions to: |
|
|
|
|
|
|
|
||
PP&E |
|
|
$ |
(3 |
) |
|
$ |
(2 |
) |
EI assets - operating leases |
3b |
|
|
(13 |
) |
|
|
(12 |
) |
Proceeds on disposal of: |
|
|
|
|
|
|
|
||
EI assets - operating leases |
|
|
|
5 |
|
|
|
9 |
|
Net (purchases) of financial instruments |
|
|
|
(1 |
) |
|
|
(7 |
) |
Net change in working capital associated with investing activities |
|
|
|
(7 |
) |
|
|
(14 |
) |
Cash used in investing activities |
|
|
$ |
(19 |
) |
|
$ |
(26 |
) |
|
|
|
|
|
|
|
|
||
Financing Activities |
|
|
|
|
|
|
|
||
Net repayment of the revolving credit facility ("RCF") |
6 |
|
$ |
(29 |
) |
|
$ |
(74 |
) |
Lease liability principal repayment |
|
|
|
(6 |
) |
|
|
(6 |
) |
Dividends |
|
|
|
(4 |
) |
|
|
(6 |
) |
Stock option exercises |
|
|
|
2 |
|
|
|
- |
|
Cash used in financing activities |
|
|
$ |
(37 |
) |
|
$ |
(86 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
$ |
1 |
|
|
$ |
(1 |
) |
Decrease in cash and cash equivalents |
|
|
|
(23 |
) |
|
|
(17 |
) |
Cash and cash equivalents reclassified to assets held for sale |
4 |
|
|
(11 |
) |
|
- |
|
|
Cash and cash equivalents, beginning of period |
|
|
|
81 |
|
|
|
92 |
|
Cash and cash equivalents, end of period |
|
|
$ |
47 |
|
|
$ |
75 |
|
See accompanying notes to the unaudited interim condensed consolidated financial statements.
|
F-3 |
Interim Condensed Consolidated Statements of Changes in Equity (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive losses |
|
|
|
|
|||||||||
($ United States millions) |
|
Share |
|
|
Contributed |
|
|
Retained |
|
|
Foreign currency |
|
|
Hedging |
|
|
Total |
|
||||||
At January 1, 2026 |
|
$ |
498 |
|
|
$ |
664 |
|
|
$ |
130 |
|
|
$ |
(198 |
) |
|
$ |
(1 |
) |
|
$ |
1,093 |
|
Net earnings |
|
|
- |
|
|
|
- |
|
|
|
43 |
|
|
|
- |
|
|
|
- |
|
|
|
43 |
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6 |
|
|
|
- |
|
|
|
6 |
|
Effect of stock option plans |
|
|
3 |
|
|
|
(1 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2 |
|
Dividends |
|
|
- |
|
|
|
- |
|
|
|
(4 |
) |
|
|
- |
|
|
|
- |
|
|
|
(4 |
) |
At March 31, 2026 |
|
$ |
501 |
|
|
$ |
663 |
|
|
$ |
169 |
|
|
$ |
(192 |
) |
|
$ |
(1 |
) |
|
$ |
1,140 |
|
At January 1, 2025 |
|
$ |
505 |
|
|
$ |
678 |
|
|
$ |
80 |
|
|
$ |
(214 |
) |
|
$ |
- |
|
|
$ |
1,049 |
|
Net earnings |
|
|
- |
|
|
|
- |
|
|
|
24 |
|
|
|
- |
|
|
|
- |
|
|
|
24 |
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5 |
|
|
|
- |
|
|
|
5 |
|
Dividends |
|
|
- |
|
|
|
- |
|
|
|
(3 |
) |
|
|
- |
|
|
|
- |
|
|
|
(3 |
) |
At March 31, 2025 |
|
$ |
505 |
|
|
$ |
678 |
|
|
$ |
101 |
|
|
$ |
(209 |
) |
|
$ |
- |
|
|
$ |
1,075 |
|
See accompanying notes to the unaudited interim condensed consolidated financial statements.
|
|

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
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 May 6, 2026.
The Financial Statements for the three months ended March 31, 2026 and 2025 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, 2025. 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 and ongoing conflict in the Middle East, 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, 2025, except for the change as per note 1(c) below.
The following amendment, effective for annual periods beginning on or after January 1, 2026, was adopted by the Company as of January 1, 2026. There were no adjustments or additional disclosures that resulted from the adoption of this amendment.
IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to clarify that financial assets and financial liabilities are recognized and derecognized at settlement date except for regular way purchases or sales of financial assets and financial liabilities meeting conditions for new exception. The new exception permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date.
|
F-5 |
They also provide guidelines to assess contractual cash flow characteristics of financial assets, which apply to all contingent cash flows, including those arising from environmental, social, and governance (ESG)-linked features. Additionally, these amendments introduce new disclosure requirements for financial instruments with contingent cash‑flow features and equity instruments designated at fair value through other comprehensive income.
Note 2. Accounts Receivable and Unbilled Revenue
(a) Accounts Receivable
Accounts receivable consisted of the following:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Trade receivables |
|
$ |
377 |
|
|
$ |
338 |
|
|
|
|
|
|
|
|
||
Less: allowance for doubtful accounts |
|
|
(8 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Trade receivables, net |
|
$ |
369 |
|
|
$ |
329 |
|
|
|
|
|
|
|
|
||
Other receivables |
|
|
15 |
|
|
|
16 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accounts receivable |
|
$ |
384 |
|
|
$ |
345 |
|
|
|
|
|
|
|
|
||
Aging of trade receivables:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Current to 90 days |
|
$ |
311 |
|
|
$ |
280 |
|
|
|
|
|
|
|
|
||
Over 90 days |
|
|
66 |
|
|
|
58 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Trade receivables |
|
$ |
377 |
|
|
$ |
338 |
|
|
|
|
|
|
|
|
||
(b) Unbilled Revenue
Movement in Unbilled Revenue was as follows:
|
|
Three months ended |
|
|
Twelve months ended |
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Opening balance |
|
$ |
165 |
|
|
$ |
159 |
|
Unbilled revenue recognized |
|
|
176 |
|
|
|
818 |
|
Amounts billed |
|
|
(194 |
) |
|
|
(813 |
) |
Assets held for sale |
|
|
(1 |
) |
|
|
- |
|
Currency translation effects |
|
|
- |
|
|
|
1 |
|
Closing balance |
|
$ |
146 |
|
|
$ |
165 |
|
|
|
|
|
|
|
|
||
Current unbilled revenue |
|
$ |
145 |
|
|
$ |
164 |
|
Non-current unbilled revenue |
|
|
1 |
|
|
|
1 |
|
Total unbilled revenue |
|
$ |
146 |
|
|
$ |
165 |
|
|
|
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 - 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 |
|
|
Present value of minimum lease payments and |
|
||||||||||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||
Less than one year |
|
$ |
61 |
|
|
$ |
60 |
|
|
$ |
58 |
|
|
$ |
58 |
|
Between one and five years |
|
|
192 |
|
|
|
201 |
|
|
|
156 |
|
|
|
164 |
|
Greater than five years |
|
|
25 |
|
|
|
29 |
|
|
|
15 |
|
|
|
16 |
|
|
|
$ |
278 |
|
|
$ |
290 |
|
|
$ |
229 |
|
|
$ |
238 |
|
Less: Unearned interest revenue |
|
|
(54 |
) |
|
|
(57 |
) |
|
|
- |
|
|
|
- |
|
Add: Unguaranteed residual value |
|
|
5 |
|
|
|
5 |
|
|
|
- |
|
|
|
- |
|
Closing balance |
|
$ |
229 |
|
|
$ |
238 |
|
|
$ |
229 |
|
|
$ |
238 |
|
|
|
Three months ended |
|
|
Twelve months ended |
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Opening balance |
|
$ |
238 |
|
|
$ |
238 |
|
Additions |
|
|
- |
|
|
|
38 |
|
Interest revenue |
|
|
5 |
|
|
|
19 |
|
Payments (principal and interest) |
|
|
(15 |
) |
|
|
(57 |
) |
Other |
|
|
1 |
|
|
|
- |
|
Closing balance |
|
$ |
229 |
|
|
$ |
238 |
|
The average interest rates implicit in the leases are fixed at the contract date for the entire lease term. At March 31, 2026, the average interest rate was 7.6% per annum (December 31, 2025 – 7.6%). The finance leases receivable at the end of the reporting period were neither past due nor impaired.
|
F-7 |
(b) 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.
Changes in the carrying amount of EI assets - operating leases was as follows:
|
|
Three months ended |
|
|||||||||
|
|
EI assets |
|
|
Assets under construction |
|
|
Total EI assets |
|
|||
Cost |
|
|
|
|
|
|
|
|
|
|||
January 1, 2026 |
|
$ |
1,105 |
|
|
$ |
27 |
|
|
$ |
1,132 |
|
Additions |
|
|
- |
|
|
|
13 |
|
|
|
13 |
|
Reclassification |
|
|
14 |
|
|
|
(14 |
) |
|
|
- |
|
Disposals |
|
|
(3 |
) |
|
|
- |
|
|
|
(3 |
) |
Assets held for sale |
|
|
(1 |
) |
|
|
- |
|
|
|
(1 |
) |
Currency translation effects |
|
|
5 |
|
|
|
- |
|
|
|
5 |
|
March 31, 2026 |
|
$ |
1,120 |
|
|
$ |
26 |
|
|
$ |
1,146 |
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|||
January 1, 2026 |
|
$ |
(446 |
) |
|
$ |
- |
|
|
$ |
(446 |
) |
Depreciation charge |
|
|
(26 |
) |
|
|
- |
|
|
|
(26 |
) |
Disposals |
|
|
1 |
|
|
|
- |
|
|
|
1 |
|
Assets held for sale |
|
|
1 |
|
|
|
- |
|
|
|
1 |
|
Currency translation effects |
|
|
(4 |
) |
|
|
- |
|
|
|
(4 |
) |
March 31, 2026 |
|
$ |
(474 |
) |
|
$ |
- |
|
|
$ |
(474 |
) |
Net book value – March 31, 2026 |
|
$ |
646 |
|
|
$ |
26 |
|
|
$ |
672 |
|
|
|
Twelve months ended |
|
|||||||||
|
|
EI assets |
|
|
Assets under construction |
|
|
Total EI assets |
|
|||
Cost |
|
|
|
|
|
|
|
|
|
|||
January 1, 2025 |
|
$ |
1,026 |
|
|
$ |
33 |
|
|
$ |
1,059 |
|
Additions |
|
|
- |
|
|
|
96 |
|
|
|
96 |
|
Reclassification |
|
|
100 |
|
|
|
(102 |
) |
|
|
(2 |
) |
Disposals |
|
|
(31 |
) |
|
|
- |
|
|
|
(31 |
) |
Currency translation effects |
|
|
10 |
|
|
|
- |
|
|
|
10 |
|
December 31, 2025 |
|
$ |
1,105 |
|
|
$ |
27 |
|
|
$ |
1,132 |
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|||
January 1, 2025 |
|
$ |
(346 |
) |
|
$ |
- |
|
|
$ |
(346 |
) |
Depreciation charge |
|
|
(108 |
) |
|
|
- |
|
|
|
(108 |
) |
Impairment |
|
|
(3 |
) |
|
|
- |
|
|
|
(3 |
) |
Disposals |
|
|
20 |
|
|
|
- |
|
|
|
20 |
|
Currency translation effects |
|
|
(9 |
) |
|
|
- |
|
|
|
(9 |
) |
December 31, 2025 |
|
$ |
(446 |
) |
|
$ |
- |
|
|
$ |
(446 |
) |
Net book value – December 31, 2025 |
|
$ |
659 |
|
|
$ |
27 |
|
|
$ |
686 |
|
Depreciation of EI assets - operating leases included in COGS for the three months ended March 31, 2026 was $26 million (March 31, 2025 – $26 million).
During the three months ended March 31, 2026, the Company recognized $48 million of revenue related to operating leases in its Latin America (“LATAM”) and Eastern Hemisphere (“EH”) segments (March 31, 2025 – $50 million), and $40 million of revenue related to its North America (“NAM”) contract compression fleet (March 31, 2025 – $37 million).
|
|
Summary of the carrying amount of EI assets - operating leases by reporting segment was as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
NAM |
|
$ |
311 |
|
|
$ |
310 |
|
LATAM |
|
|
160 |
|
|
|
166 |
|
EH |
|
|
201 |
|
|
|
210 |
|
EI assets - operating leases |
|
$ |
672 |
|
|
$ |
686 |
|
Note 4. Assets and Liabilities Held for sale
During the year, Enerflex entered into a definitive agreement to divest the majority of its operations in the Asia Pacific ("APAC") region to INNIO Group (“INNIO”). This business which is reported within the Eastern Hemisphere (EH) segment, operates principally in Australia, Indonesia and Thailand and is primarily focused on the AMS product line. The APAC region does not represent a significant component of the EH segment and is therefore not presented as a discontinued operation.
Completion of the transaction is subject to standard closing conditions and regulatory approvals and is expected to close during the second half of 2026.
The assets and liabilities of the operations held for sale as at March 31, 2026 were as follows:
|
|
Three months ended |
|
|
|
|
March 31, 2026 |
|
|
Cash and Cash equivalents |
|
$ |
11 |
|
Accounts receivable |
|
|
16 |
|
Unbilled revenue |
|
|
1 |
|
Inventories |
|
|
21 |
|
Income taxes receivable |
|
|
1 |
|
Prepayments |
|
|
1 |
|
Property, plant and equipment |
|
|
1 |
|
Lease right-of-use assets |
|
|
3 |
|
Deferred tax assets |
|
|
2 |
|
Goodwill |
|
|
20 |
|
Assets held for sale |
|
$ |
77 |
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
13 |
|
Provisions |
|
|
1 |
|
Income taxes payable |
|
|
1 |
|
Deferred revenue |
|
|
2 |
|
Lease liabilities |
|
|
2 |
|
Liabilities held for sale |
|
$ |
19 |
|
Note 5. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
|
|
|
|
|
|
|
||
Trade payables and accrued liabilities |
|
$ |
346 |
|
|
$ |
384 |
|
Cash-settled share-based payments |
|
|
17 |
|
|
|
12 |
|
Total accounts payable and accrued liabilities |
|
$ |
363 |
|
|
$ |
396 |
|
|
F-9 |
Note 6. Long-Term Debt
Long-term debt comprised of USD denominated senior unsecured notes (the "2031 Notes") and the three-year secured RCF with both USD and Canadian dollar ("CAD") components.
Composition of the borrowings was as follows:
|
|
Maturity Date |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
2031 Notes |
|
January 15, 2031 |
|
$ |
400 |
|
|
$ |
400 |
|
Drawings on the RCF |
|
July 11, 2028 |
|
|
162 |
|
|
|
193 |
|
|
|
|
|
|
562 |
|
|
|
593 |
|
Deferred transaction costs |
|
|
|
|
(10 |
) |
|
|
(11 |
) |
Long-term debt |
|
|
|
$ |
552 |
|
|
$ |
582 |
|
|
|
|
|
|
|
|
|
|
||
Non-current portion of long-term debt |
|
|
|
$ |
552 |
|
|
$ |
582 |
|
Long-term debt |
|
|
|
$ |
552 |
|
|
$ |
582 |
|
The 2031 Notes bear interest at 6.875% per annum payable semi-annually in arrears.
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. The maturity date of the RCF may be extended annually on or before the anniversary date with the consent of the lenders.
As part of the RCF, the Company may request issuance of up to $150 million in letters of guarantee, standby letters of credit, performance bonds, counter guarantees, import documentary credits, counter standby letters of credit, or similar credits to finance the day-to-day operations of the Company. As at March 31, 2026, the Company utilized $75 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 March 31, 2026, the Company had utilized $26 million of the $70 million available limit.
The weighted average interest rate on the RCF for the three months ended March 31, 2026 was 5.0% (December 31, 2025 – 5.6%).
At March 31, 2026, without considering renewal at similar terms, the USD equivalent principal payments due over the next five years are $562 million.
The Company is required to maintain certain covenants on the RCF and the 2031 Notes. As at March 31, 2026, the Company was in compliance with its covenants, as shown below:
|
|
|
|
Three months ended March 31 |
||||
|
|
2026 |
|
|
2025 |
|||
|
|
Requirement |
|
Performance |
|
|
Performance |
|
Senior secured net funded debt to EBITDA ratio1 – Maximum |
|
2.5x |
|
|
0.2 |
x |
|
0.1x |
Bank-adjusted net debt to EBITDA ratio2 – Maximum |
|
4.0x |
|
|
0.9 |
x |
|
1.3x |
Interest coverage ratio3 – Minimum |
|
2.5x |
|
|
5.1 |
x |
|
5.1x |
1 Senior secured net funded debt to EBITDA is defined as borrowings under the RCF less cash and cash equivalents divided by trailing 12-months EBITDA, as defined by the Company’s lenders.
2 Bank-adjusted net debt to EBITDA is defined as borrowings under the RCF and 2031 Notes less cash and cash equivalents divided by the trailing 12-months EBITDA, as defined by the Company’s lenders.
\3 Interest coverage ratio is calculated by dividing the trailing 12-months EBITDA by interest expense over the same timeframe, as defined by the Company’s lenders.
Redemption Options
The 2031 Notes contain optional redemption features that allow the Company to redeem all or part of the Notes at prices set forth in the agreement, following certain dates specified. These redemption features constitute an embedded derivative asset that is required to be separated from the 2031 Notes and measured at fair value.
The embedded derivative components of the 2031 Notes are measured at fair value at each reporting date with gains or losses in fair value recognized through profit or loss. Management has assessed the fair value of the redemption options at March 31, 2026 and recognized an embedded derivative asset of $5 million in Other assets on the interim consolidated statement of financial position (December 31, 2025 – nil).
|
|
Note 7. Revenue
Revenue by product line was as follows:
|
|
Three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Energy Infrastructure ("EI") |
|
$ |
149 |
|
|
$ |
153 |
|
After-Market Services ("AMS") |
|
|
107 |
|
|
|
120 |
|
Engineered Systems ("ES") |
|
|
328 |
|
|
|
279 |
|
Total revenue |
|
$ |
584 |
|
|
$ |
552 |
|
Revenue by geographic location, which is based on destination of sale, was as follows:
|
|
Three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
United States |
|
$ |
318 |
|
|
$ |
246 |
|
Canada |
|
|
56 |
|
|
|
76 |
|
Argentina |
|
|
39 |
|
|
|
57 |
|
Nigeria |
|
|
38 |
|
|
|
28 |
|
Oman |
|
|
36 |
|
|
|
32 |
|
Brazil |
|
|
19 |
|
|
|
14 |
|
Australia |
|
|
18 |
|
|
|
18 |
|
Mexico |
|
|
15 |
|
|
|
16 |
|
Bahrain |
|
|
13 |
|
|
|
15 |
|
Thailand |
|
|
7 |
|
|
|
6 |
|
Others |
|
|
25 |
|
|
|
44 |
|
Total revenue |
|
$ |
584 |
|
|
$ |
552 |
|
For the three months ended March 31, 2026, the Company had no individual customer which accounted for more than 10% of its revenue (March 31, 2025 – nil).
The following table outlines the Company’s unsatisfied performance obligations, by product line, as at March 31, 2026:
|
|
Less than one year |
|
|
One to two years |
|
|
Greater than two years |
|
|
Total |
|
||||
EI |
|
$ |
417 |
|
|
$ |
306 |
|
|
$ |
560 |
|
|
$ |
1,283 |
|
AMS |
|
|
105 |
|
|
|
30 |
|
|
|
58 |
|
|
|
193 |
|
ES |
|
|
1,196 |
|
|
|
69 |
|
|
|
- |
|
|
|
1,265 |
|
Total |
|
$ |
1,718 |
|
|
$ |
405 |
|
|
$ |
618 |
|
|
$ |
2,741 |
|
Note 8. Selling, General & Administrative Expenses
SG&A expenses comprised 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 March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Core SG&A1 |
|
$ |
55 |
|
|
$ |
54 |
|
Share-based compensation |
|
|
22 |
|
|
|
(3 |
) |
Depreciation and amortization |
|
|
3 |
|
|
|
6 |
|
Bad debt recovery |
|
|
(1 |
) |
|
|
- |
|
Total SG&A |
|
$ |
79 |
|
|
$ |
57 |
|
1 Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses.
|
F-11 |
Note 9. Segmented Information
The Company has identified three reporting segments for external reporting:
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 are consistent with those disclosed in Note 3 "Summary of Material Accounting Policies" and Note 24 "Segmented Information" of the Company's annual consolidated financial statements for the year-ended December 31, 2025.
The following table provides operating results for the Company’s reportable segments:
|
|
NAM |
|
|
LATAM |
|
|
EH |
|
|
Total |
|
||||||||||||||||||||
Three months ended March 31, |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||||
Segment revenue |
|
$ |
419 |
|
|
$ |
368 |
|
|
$ |
78 |
|
|
$ |
102 |
|
|
$ |
89 |
|
|
$ |
89 |
|
|
$ |
586 |
|
|
$ |
559 |
|
Intersegment revenue |
|
|
(1 |
) |
|
|
(6 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(7 |
) |
Revenue |
|
|
418 |
|
|
|
362 |
|
|
|
78 |
|
|
|
102 |
|
|
|
88 |
|
|
|
88 |
|
|
|
584 |
|
|
|
552 |
|
EI |
|
|
40 |
|
|
|
36 |
|
|
|
63 |
|
|
|
74 |
|
|
|
46 |
|
|
|
43 |
|
|
|
149 |
|
|
|
153 |
|
AMS |
|
|
55 |
|
|
|
60 |
|
|
|
13 |
|
|
|
20 |
|
|
|
39 |
|
|
|
40 |
|
|
|
107 |
|
|
|
120 |
|
ES |
|
|
323 |
|
|
|
266 |
|
|
|
2 |
|
|
|
8 |
|
|
|
3 |
|
|
|
5 |
|
|
|
328 |
|
|
|
279 |
|
Revenue |
|
|
418 |
|
|
|
362 |
|
|
|
78 |
|
|
|
102 |
|
|
|
88 |
|
|
|
88 |
|
|
|
584 |
|
|
|
552 |
|
EI |
|
|
21 |
|
|
|
18 |
|
|
|
39 |
|
|
|
51 |
|
|
|
24 |
|
|
|
27 |
|
|
|
84 |
|
|
|
96 |
|
AMS |
|
|
47 |
|
|
|
52 |
|
|
|
9 |
|
|
|
14 |
|
|
|
31 |
|
|
|
30 |
|
|
|
87 |
|
|
|
96 |
|
ES |
|
|
264 |
|
|
|
222 |
|
|
|
2 |
|
|
|
6 |
|
|
|
2 |
|
|
|
4 |
|
|
|
268 |
|
|
|
232 |
|
COGS1 |
|
|
332 |
|
|
|
292 |
|
|
|
50 |
|
|
|
71 |
|
|
|
57 |
|
|
|
61 |
|
|
|
439 |
|
|
|
424 |
|
EI |
|
|
19 |
|
|
|
18 |
|
|
|
24 |
|
|
|
23 |
|
|
|
22 |
|
|
|
16 |
|
|
|
65 |
|
|
|
57 |
|
AMS |
|
|
8 |
|
|
|
8 |
|
|
|
4 |
|
|
|
6 |
|
|
|
8 |
|
|
|
10 |
|
|
|
20 |
|
|
|
24 |
|
ES |
|
|
59 |
|
|
|
44 |
|
|
|
- |
|
|
|
2 |
|
|
|
1 |
|
|
|
1 |
|
|
|
60 |
|
|
|
47 |
|
Gross Margin |
|
|
86 |
|
|
|
70 |
|
|
|
28 |
|
|
|
31 |
|
|
|
31 |
|
|
|
27 |
|
|
|
145 |
|
|
|
128 |
|
SG&A1 |
|
|
49 |
|
|
|
32 |
|
|
|
11 |
|
|
|
10 |
|
|
|
19 |
|
|
|
15 |
|
|
|
79 |
|
|
|
57 |
|
Foreign exchange (gain) loss |
|
|
(1 |
) |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2 |
) |
|
|
- |
|
Operating income |
|
$ |
38 |
|
|
$ |
38 |
|
|
$ |
18 |
|
|
$ |
21 |
|
|
$ |
12 |
|
|
$ |
12 |
|
|
$ |
68 |
|
|
$ |
71 |
|
1 Depreciation and amortization for the reporting segments are recorded in COGS and SG&A. During the three months ended March 31, 2026, the amount of depreciation and amortization in NAM was $15 million (March 31, 2025 – $16 million); LATAM was $10 million (March 31, 2025 – $11 million); and EH was $12 million (March 31, 2025 – $12 million).
Note 10. Finance Costs and Income
Net finance costs comprised of the following:
|
|
Three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Interest on debt |
|
$ |
9 |
|
|
$ |
16 |
|
Accretion of Notes discount and deferred transaction costs |
|
|
1 |
|
|
|
2 |
|
Lease interest expense |
|
|
1 |
|
|
|
1 |
|
Other interest expense |
|
|
- |
|
|
|
5 |
|
Total finance costs |
|
$ |
11 |
|
|
$ |
24 |
|
|
|
|
|
|
|
|
||
Finance Income |
|
|
|
|
|
|
||
Interest income |
|
$ |
1 |
|
|
|
1 |
|
Net finance costs |
|
$ |
10 |
|
|
$ |
23 |
|
|
|
Note 11. Financial Instruments
The Company's financial instruments consist of cash and cash equivalents, accounts receivable, unbilled revenue, project asset, derivatives, redemption options, accounts payable and accrued liabilities, and long-term debt.
Designation and Fair Value of Financial Instruments
The Company's financial instruments at March 31, 2026 were designated and valued in the same manner as they were at December 31, 2025. 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 March 31, 2026.
The carrying value and estimated fair value of borrowings under the long-term debt as at March 31, 2026, was $552 million and $582 million, respectively (December 31, 2025 – $582 million and $607 million, respectively). The fair value of the 2031 Notes at March 31, 2026, was determined on a discounted cash flow basis with a weighted average discount rate of 6.2% (December 31, 2025 – 6.2%), while the fair value of the RCF approximates the amount outstanding under the RCF.
The Company’s embedded derivative asset related to its redemption options of its 2031 Notes was measured at fair value determined using a valuation model based on inputs from observable market data, including independent price publications and third-party pricing services; accordingly, the measurement is classified as level 2 within the fair value hierarchy. Changes in fair value are recorded as gains or losses on the consolidated statements of earnings.
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 March 31, 2026:
|
|
|
|
Notional amount |
|
|
Maturity |
|
Canadian Dollar Denominated Contracts |
|
|
|
|
|
|
|
|
Purchase contracts |
|
USD |
|
$ |
65 |
|
|
April 2026 - September 2027 |
Purchase contracts |
|
EUR |
|
$ |
13 |
|
|
April 2026 - December 2027 |
Sales contracts |
|
USD |
|
$ |
(93 |
) |
|
April 2026 - April 2027 |
At March 31, 2026, the fair value of derivative financial instruments classified as financial assets was approximately $1 million and as financial liabilities was approximately $2 million (December 31, 2025 – $1 million and $1 million).
Foreign Currency Exposure
In the normal course of operations, the Company is exposed to movements in the CAD, USD, the Australian dollar, the Brazilian real, and the Argentine peso (“ARS”).
The types of foreign exchange risk and the Company’s related risk management strategies are as follows:
Transaction Exposure
The functional currency of Enerflex Ltd. on a stand-alone basis (the "Parent Company") and Canadian operations is CAD. The operations are primarily exposed to changes in the exchange rates on financial instruments denominated in USD.
The Parent Company has intercompany receivables and payables denominated in the USD. The Canadian operations of the Company sources the majority of its products and major components from the USA; consequently, reported inventory costs and the transaction prices charged to customers for equipment are impacted by the relative strength of the CAD. The Canadian operations also sells compression and processing packages in foreign currencies, primarily the USD. Most of Enerflex’s international orders are manufactured in the USA if the contract is denominated in USD, which minimizes the Company’s foreign currency exposure on these contracts. The Company identifies and hedges all significant transactional currency risks and has implemented a hedging policy applicable primarily to the Canadian operations, with the objective of securing the margins earned on awarded contracts denominated in currencies other than the CAD. In addition, the Company may hedge input costs that are paid in a currency other than the home currency of the subsidiary executing the contract. If the CAD weakens by five percent, the Company could experience foreign exchange loss recorded in the consolidated statements of earnings of less than $1 million on its USD denominated financial instruments.
|
F-13 |
Translation Exposure
The Company and its subsidiaries are exposed to translation risk of monetary items denominated in a currency different from their functional currency. The currencies with the most significant impact are the CAD, USD, and ARS.
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 USD functional subsidiaries. The Company hedges this exposure via a net investment hedge by designating a portion of the Company's USD borrowings in the Parent Company as a hedging instrument. During the three months ended March 31, 2026, the Company recognized foreign exchange loss of $1 million on translation of the designated USD borrowings in the Parent Company in other comprehensive income. As at March 31, 2026, $56 million of USD borrowings in the Parent Company was designated as a hedging instrument. Management has determined that the Company's hedging relationships remain effective.
If the CAD were to weaken by five percent, the Company could experience additional foreign exchange losses on its USD borrowings in the Parent Company of approximately $3 million, which would be recorded in the consolidated statement of comprehensive income.
The functional currency of the Argentinian operation is the USD. The operation has cash and cash equivalents, and certain financial instruments denominated in its local currency ARS. With the expected devaluation of the ARS, caused by high inflation, the Company is at risk of foreign exchange losses on its financial instruments denominated in ARS. During the three months ended March 31, 2026, the Company had foreign exchange gains in Argentina of $1 million. The Company continues to utilize cash management strategies to mitigate foreign exchange losses, primarily by minimizing cash available to sustain operations. If the ARS weakens by five percent, the Company could experience foreign exchange losses of $1 million on its ARS denominated financial instruments.
Note 12. Supplemental Cash Flow Information
Changes in working capital and other during the period:
|
|
Three months ended March 31, |
|
|||||
|
|
20261 |
|
|
2025 |
|
||
Accounts receivable |
|
$ |
(55 |
) |
|
$ |
20 |
|
Unbilled revenue |
|
|
18 |
|
|
|
(6 |
) |
EI assets - finance leases receivable |
|
|
9 |
|
|
|
8 |
|
Inventories |
|
|
(20 |
) |
|
|
(11 |
) |
Inventories - WIP related to EI assets - finance leases receivable |
|
|
- |
|
|
|
(19 |
) |
Income taxes receivable |
|
|
6 |
|
|
|
(1 |
) |
Prepayments |
|
|
(7 |
) |
|
|
10 |
|
Accounts payable and accrued liabilities and provisions2 |
|
|
(22 |
) |
|
|
13 |
|
Income taxes payable |
|
|
12 |
|
|
|
(6 |
) |
Deferred revenue |
|
|
- |
|
|
|
26 |
|
Foreign currency and other |
|
|
(4 |
) |
|
|
- |
|
Net change in working capital and other |
|
$ |
(63 |
) |
|
$ |
34 |
|
1 Includes working capital changes associated with the APAC divestiture. Refer to Note 4 - "Assets and liabilities held for sale".
2 Change in accounts payable and accrued liabilities and provisions represent only the portion relating to operating activities.
Cash interest and taxes paid and received during the period:
|
|
Three months ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Interest paid – long-term borrowings |
|
$ |
3 |
|
|
$ |
4 |
|
Interest paid – lease liabilities |
|
|
1 |
|
|
|
1 |
|
Total interest paid |
|
$ |
4 |
|
|
$ |
5 |
|
Interest received |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
||
Income taxes paid |
|
|
3 |
|
|
|
28 |
|
|
|
Note 13. Guarantees, Commitments, and Contingencies
Guarantees
At March 31, 2026, the Company had outstanding letters of credit of $101 million (December 31, 2025 – $103 million). Of the total outstanding letters of credit, $75 million (December 31, 2025 – $77 million) are funded from the RCF and $26 million (December 31, 2025 – $26 million) are funded from the $70 million LC Facility.
Commitments
The Company has purchase obligations over the next three years as follows:
2026 |
|
$ |
596 |
|
2027 |
|
|
179 |
|
2028 |
|
|
138 |
|
Legal Proceedings
In the normal course of business, the Company and certain of its subsidiaries are involved in or subject to 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 Q2 2024, Enerflex declared Force Majeure on an international ES 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. In Q4 2024, Enerflex delivered notice to the customer terminating the project contract. As part of the arbitration proceedings, Enerflex has brought a counterclaim against the customer to recover amounts owing to Enerflex following Enerflex’s termination 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 Q2 2025, the customer filed its Statement of Case in the arbitration asserting various claims against and seeking material monetary damages from Enerflex and in Q3 2025 the Company filed its Statement of Defence and Counterclaim against the customer. In Q4 2025, the customer filed its Statement of Reply and Defence to Counterclaim to which the Company responded to by filing its Statement of Rejoinder and Reply to Defence to Counterclaim on February 27, 2026 in accordance with the arbitration timeline.
Enerflex disputes the customer’s claims and asserts that it acted in accordance with the project contract and that its declaration of Force Majeure and its subsequent termination of the project were proper. Given the current stage of the arbitration and the inherent uncertainty of arbitration, the final outcome of the arbitration is unknown. While the Company is pursuing recovery of amounts it believes are owed, it is possible that the Company may not prevail on its counterclaims or in defending against the customer’s claims. In those circumstances, there can be no assurance that the outcome will not
|
F-15 |
have a material adverse effect on Enerflex, including on its consolidated financial position, results of operations or cash flows. Enerflex intends to continue vigorously defending itself against the customer’s claims while pursuing its own counterclaims.
As at March 31, 2026, 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.
Note 14. Subsequent Events
Subsequent to March 31, 2026, Enerflex declared a quarterly dividend of CAD $0.0425 per common share, payable on June 3, 2026 to shareholders of record on May 20, 2026. 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.
|
|

May 6, 2026
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 months ended March 31, 2026 and 2025, the Company’s 2025 Annual Report, the Annual Information Form (“AIF”) for the year ended December 31, 2025, 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 20, 2026 and the AIF, both of 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, as well as in the Annual Report on Form 40-F, which is available on the Company’s EDGAR profile at www.sec.gov/edgar.
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 strategy for success is premised on:
Outlook
Enerflex’s outlook for 2026 reflects steady demand across its business lines and geographic regions. Operating results will continue to be underpinned by the highly contracted Energy Infrastructure (“EI”) product line and the recurring nature of After Market Services (“AMS”). The EI product line is supported by customer contracts expected to generate approximately $1.3 billion of revenue over their remaining terms.
|
M-1 |
Performance for Enerflex's Engineered Systems ("ES") product line is expected to remain steady, supported by a backlog of approximately $1.3 billion as at March 31, 2026, the majority of which is expected to convert into revenue over the next 12 months. The medium-term outlook for ES products and services continues to be attractive, driven by expected increases in natural gas and electric power generation across Enerflex’s core operating countries.
Enerflex’s priorities in 2026 include:
Capital Allocation
Enerflex continues to target organic capital expenditures of $175 million to $195 million during 2026. This includes: (1) organic growth capital expenditures of $90 million to $100 million; (2) maintenance capital expenditures of $70 million to $80 million; and (3) PP&E and infrastructure investments of approximately $15 million to support the Company’s ES business and activity in adjacent markets, including electric power generation.
Organic growth capital spending will continue to focus on customer supported opportunities and primarily allocated to expand the Company’s contract compression fleet in the USA. Notably, the fundamentals for contract compression in the USA remain strong, led by expected increases in natural gas production and capital spending discipline from market participants.
|
|
Summary Results
|
|
Three months ended March 31, |
|
|||||
($ millions, except percentages and ratios) |
|
2026 |
|
|
2025 |
|
||
Revenue |
|
$ |
584 |
|
|
$ |
552 |
|
Gross margin ("GM") |
|
|
145 |
|
|
|
128 |
|
GM as a percentage of revenue ("GM %") |
|
|
24.8 |
% |
|
|
23.2 |
% |
Selling, general and administrative expenses (“SG&A”) |
|
|
79 |
|
|
|
57 |
|
Operating income |
|
|
68 |
|
|
|
71 |
|
EBITDA1 |
|
|
110 |
|
|
|
105 |
|
EBIT1 |
|
|
73 |
|
|
|
66 |
|
Net earnings |
|
|
43 |
|
|
|
24 |
|
Long-term debt |
|
|
552 |
|
|
|
639 |
|
Net debt2 |
|
|
505 |
|
|
|
564 |
|
Cash provided by operating activities |
|
|
32 |
|
|
|
96 |
|
|
|
|
|
|
|
|
||
Key Financial Performance Indicators (“KPIs”) |
|
|
|
|
|
|
||
ES backlog3 |
|
$ |
1,265 |
|
|
$ |
1,206 |
|
ES bookings3 |
|
|
483 |
|
|
|
205 |
|
EI contract backlog4 |
|
|
1,283 |
|
|
|
1,497 |
|
GM before depreciation and amortization (“GM before D&A”)5 |
|
|
179 |
|
|
|
161 |
|
GM before D&A as a percentage of revenue ("GM before D&A %")5 |
|
|
30.7 |
% |
|
|
29.2 |
% |
Adjusted EBITDA6 |
|
|
137 |
|
|
|
113 |
|
Free cash flow7 |
|
|
15 |
|
|
|
85 |
|
Bank-adjusted net debt to EBITDA ratio7 |
|
|
0.9 |
x |
|
1.3x |
|
|
Return on capital employed (“ROCE”)7,8 |
|
|
17.3 |
% |
|
|
14.2 |
% |
1 EBITDA is defined as earnings before net finance costs, income taxes, depreciation and amortization. EBIT is defined as earnings before net finance costs and income taxes.
2 Net debt is defined as total long-term debt less cash and cash equivalents, as presented in the Financial Statements.
3 Refer to the “ES Backlog and Bookings” section of this MD&A for further details.
4 Refer to the “EI Contract Backlog” section of this MD&A for further details.
5 Refer to the “Gross Margin before D&A by Product Line and Recurring Gross Margin before D&A” section of this MD&A for further details.
6 Refer to the “Adjusted EBITDA” section of this MD&A for further details.
7 Refer to the “Non-IFRS Measures” section of this MD&A for further details.
8Determined by using the trailing 12-month ("TTM") period.
|
M-3 |
Results Overview
|
|
|
M-5 |
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 senior 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.
Adjusted EBITDA is presented by reporting segment as follows:
|
Three months ended March 31, 2026 |
|
||||||||||||||
($ millions) |
|
NAM |
|
|
LATAM |
|
|
EH |
|
|
Total |
|
||||
Net earnings1 |
|
|
|
|
|
|
|
|
|
|
$ |
43 |
|
|||
Income taxes1 |
|
|
|
|
|
|
|
|
|
|
|
20 |
|
|||
Net finance costs1,2 |
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|||
EBIT3 |
|
$ |
38 |
|
|
$ |
18 |
|
|
$ |
12 |
|
|
$ |
73 |
|
Depreciation and amortization |
|
|
15 |
|
|
|
10 |
|
|
|
12 |
|
|
|
37 |
|
EBITDA |
|
$ |
53 |
|
|
$ |
28 |
|
|
$ |
24 |
|
|
$ |
110 |
|
Share-based compensation |
|
|
15 |
|
|
|
3 |
|
|
|
4 |
|
|
|
22 |
|
Impact of finance leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Principal payments received |
|
|
- |
|
|
|
- |
|
|
|
10 |
|
|
|
10 |
|
Unrealized gain on redemption options3 |
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|||
Adjusted EBITDA |
|
$ |
68 |
|
|
$ |
31 |
|
|
$ |
38 |
|
|
$ |
137 |
|
1The Company included net earnings, 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 $5 million unrealized gain on redemption options associated with the 2031 Notes. Debt is managed within Corporate and is not allocated to reporting segments.
|
Three months ended March 31, 2025 |
|
||||||||||||||
($ millions) |
|
NAM |
|
|
LATAM |
|
|
EH |
|
|
Total |
|
||||
Net earnings 1 |
|
|
|
|
|
|
|
|
|
|
$ |
24 |
|
|||
Income taxes1 |
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|||
Net finance costs1,2 |
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|||
EBIT3 |
|
$ |
38 |
|
|
$ |
19 |
|
|
$ |
12 |
|
|
$ |
66 |
|
Depreciation and amortization |
|
|
16 |
|
|
|
11 |
|
|
|
12 |
|
|
|
39 |
|
EBITDA |
|
$ |
54 |
|
|
$ |
30 |
|
|
$ |
24 |
|
|
$ |
105 |
|
Share-based compensation |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
- |
|
|
|
(3 |
) |
Impact of finance leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Principal payments received |
|
|
- |
|
|
|
- |
|
|
|
8 |
|
|
|
8 |
|
Unrealized loss on redemption options3 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|||
Adjusted EBITDA |
|
$ |
52 |
|
|
$ |
29 |
|
|
$ |
32 |
|
|
$ |
113 |
|
1The Company included net earnings, 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 $3 million unrealized loss on redemption options associated with the 2027 Notes. Debt is managed within Corporate and is not allocated to reporting segments.
Refer to the section “Segmented Results” of this MD&A for information about results by reporting segment.
|
|
ES 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. In the event a project is cancelled, the remaining contract price associated with the unsatisfied performance obligation is derecognized from the backlog. ES backlog represents unsatisfied performance obligations related to the ES product line, and further information on recognition of revenue from the ES backlog is included in Note 7 of the Financial Statements.
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.
ES backlog was $1.3 billion at March 31, 2026, increasing from $1.1 billion at December 31, 2025, and above the 8-quarter average ES backlog of approximately $1.2 billion. The increase was primarily attributable to new bookings secured in NAM and LATAM segments, partially offset by advancement of ES projects in NAM for the three months ended March 31, 2026. 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 for the past 8 quarters are illustrated below in millions:

Enerflex recorded ES bookings of $483 million during the three months ended March 31, 2026, an increase compared to $205 million during the same period of 2025, primarily driven by bookings from a newly awarded behind-the-meter power generation project for a data center, as well as continued steady client demand for compression and processing products in NAM. ES bookings remained above the 8-quarter average of $344 million, reflecting continued strong bookings in NAM.
The ES product line has realized a strong book-to-bill ratio of 1.5x during the three months ended March 31, 2026, indicating that new bookings well outpaced revenue recognition. The current balance between bookings and revenue supports near-term revenue visibility and reflects a stable demand environment. The 8-quarter average book-to-bill ratio has also remained at 1.0x, an indication that the Company is consistently replenishing its backlog in line with project execution.
ES backlog and bookings by reporting segment are disclosed in the “Segmented Results” section of this MD&A.
|
M-7 |
EI Contract Backlog
The Company’s EI contract backlog is recognized from lease agreements executed with clients for leasing and operations and maintenance of the Company’s EI assets. Lease agreements executed during the period increase EI contract backlog while revenue recognized on EI assets decreases the EI contract backlog in the period the revenue is recognized. EI contract backlog represents unsatisfied performance obligations related to the EI product line, and further information on recognition of revenue from the EI contract backlog is included in Note 7 of the Financial Statements.
Enerflex has lease agreements with clients for EI assets with initial terms ranging from one to 10 years.
The following table sets forth EI contract backlog by reporting segment:
($ millions) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
NAM |
|
$ |
153 |
|
|
$ |
160 |
|
LATAM |
|
|
375 |
|
|
|
361 |
|
EH |
|
|
755 |
|
|
|
800 |
|
Total EI contract backlog |
|
$ |
1,283 |
|
|
$ |
1,321 |
|
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 operating segments based on revenue. In assessing its reporting 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.
|
|
NAM
|
|
Three months ended March 31, |
|
|||||
($ millions, except percentages) |
|
2026 |
|
|
2025 |
|
||
ES backlog |
|
$ |
1,228 |
|
|
$ |
1,022 |
|
ES bookings |
|
|
463 |
|
|
|
169 |
|
EI contract backlog |
|
|
153 |
|
|
|
152 |
|
Segment revenue |
|
$ |
419 |
|
|
$ |
368 |
|
Intersegment revenue |
|
|
(1 |
) |
|
|
(6 |
) |
Revenue |
|
$ |
418 |
|
|
$ |
362 |
|
EI |
|
$ |
40 |
|
|
$ |
36 |
|
AMS |
|
|
55 |
|
|
|
60 |
|
ES |
|
|
323 |
|
|
|
266 |
|
Revenue |
|
|
418 |
|
|
|
362 |
|
|
|
|
|
|
|
|
||
EI |
|
|
19 |
|
|
|
18 |
|
AMS |
|
|
8 |
|
|
|
8 |
|
ES |
|
|
59 |
|
|
|
44 |
|
GM |
|
|
86 |
|
|
|
70 |
|
GM % |
|
|
20.6 |
% |
|
|
19.3 |
% |
|
|
|
|
|
|
|
||
EI |
|
|
30 |
|
|
|
26 |
|
AMS |
|
|
9 |
|
|
|
10 |
|
ES |
|
|
61 |
|
|
|
46 |
|
GM before D&A |
|
|
100 |
|
|
|
82 |
|
GM before D&A % |
|
|
23.9 |
% |
|
|
22.7 |
% |
|
|
|
|
|
|
|
||
SG&A |
|
|
49 |
|
|
|
32 |
|
Foreign exchange (gain) |
|
|
(1 |
) |
|
|
- |
|
Operating income |
|
|
38 |
|
|
|
38 |
|
EBIT |
|
|
38 |
|
|
|
38 |
|
EBITDA |
|
|
53 |
|
|
|
54 |
|
Adjusted EBITDA |
|
|
68 |
|
|
|
52 |
|
ES backlog increased to $1.2 billion at March 31, 2026. ES bookings of $463 million for the three months ended March 31, 2026, increased by $294 million compared to the same period in 2025, primarily driven by bookings for a newly awarded behind-the-meter power generation project for a data center, as well as continued steady client demand for compression and processing products. The high level of bookings also reflects sustained demand within the energy sector across the segment.
EI contract backlog of $153 million at March 31, 2026, decreased slightly from December 31, 2025, attributable to revenue recognized during the period, partially offset by management's investment in assets deployed under longer term rental contracts.
Revenue increased by $56 million during the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by higher operational activity in the ES business and higher EI revenue driven by additional horsepower deployed from prior year capital investments, partially offset by lower parts sales and service utilization in the AMS business during the first quarter of 2026.
Gross margin increased by $16 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily attributable to increased operational activity and higher cost savings realized in the ES business, as well as increased EI horsepower driven by prior year capital investments.
SG&A expenses increased by $17 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by higher share-based compensation resulting from an increased share price in the current period.
At March 31, 2026, the USA contract compression fleet totaled 486,000 horsepower. The average utilization for the three months ended March 31, 2026 of 94% is consistent with the three months ended March 31, 2025.
|
M-9 |
LATAM
|
|
Three months ended March 31, |
|
|||||
($ millions, except percentages) |
|
2026 |
|
|
2025 |
|
||
ES backlog |
|
$ |
18 |
|
|
$ |
13 |
|
ES bookings |
|
|
17 |
|
|
|
5 |
|
EI contract backlog |
|
|
375 |
|
|
|
438 |
|
Segment revenue |
|
$ |
78 |
|
|
$ |
102 |
|
Intersegment revenue |
|
|
- |
|
|
|
- |
|
Revenue |
|
$ |
78 |
|
|
$ |
102 |
|
EI |
|
$ |
63 |
|
|
$ |
74 |
|
AMS |
|
|
13 |
|
|
|
20 |
|
ES |
|
|
2 |
|
|
|
8 |
|
Revenue |
|
|
78 |
|
|
|
102 |
|
|
|
|
|
|
|
|
||
EI |
|
|
24 |
|
|
|
23 |
|
AMS |
|
|
4 |
|
|
|
6 |
|
ES |
|
|
- |
|
|
|
2 |
|
GM |
|
|
28 |
|
|
|
31 |
|
GM % |
|
|
35.9 |
% |
|
|
30.4 |
% |
|
|
|
|
|
|
|
||
EI |
|
|
34 |
|
|
|
33 |
|
AMS |
|
|
4 |
|
|
|
6 |
|
ES |
|
|
- |
|
|
|
2 |
|
GM before D&A |
|
|
38 |
|
|
|
41 |
|
GM before D&A % |
|
|
48.7 |
% |
|
|
40.2 |
% |
|
|
|
|
|
|
|
||
SG&A |
|
|
11 |
|
|
|
10 |
|
Foreign exchange (gain) |
|
|
(1 |
) |
|
|
- |
|
Operating income |
|
|
18 |
|
|
|
21 |
|
EBIT |
|
|
18 |
|
|
|
19 |
|
EBITDA |
|
|
28 |
|
|
|
30 |
|
Adjusted EBITDA |
|
|
31 |
|
|
|
29 |
|
ES backlog of $18 million at March 31, 2026 reflects new bookings in the current quarter and ongoing projects near completion. ES bookings were $17 million for the three months ended March 31, 2026, an increase of $12 million compared to the same period in 2025, primarily driven by expansion of existing projects.
EI contract backlog of $375 million at March 31, 2026, increased compared to $361 million at December 31, 2025, primarily due to new bookings in the first quarter of 2026, partially offset by revenue recognition on existing contracts.
Revenue decreased by $24 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by lower EI revenue resulting from asset sales in 2025, lower AMS parts sales, and lower ES revenue driven by timing of new bookings and ongoing projects near completion.
Gross margin decreased by $3 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to lower contribution from the ES and AMS product lines, partially offset by a shift towards a higher-margin project mix and higher cost savings realized in the EI business in the current quarter.
SG&A of $11 million for the three months ended March 31, 2026, increased slightly compared with the same period in 2025, primarily driven by higher shared-based compensation.
|
|
EH
|
|
Three months ended March 31, |
|
|||||
($ millions, except percentages) |
|
2026 |
|
|
2025 |
|
||
ES backlog |
|
$ |
19 |
|
|
$ |
171 |
|
ES bookings |
|
|
3 |
|
|
|
31 |
|
EI contract backlog |
|
|
755 |
|
|
|
907 |
|
Segment revenue |
|
$ |
89 |
|
|
$ |
89 |
|
Intersegment revenue |
|
|
(1 |
) |
|
|
(1 |
) |
Revenue |
|
$ |
88 |
|
|
$ |
88 |
|
EI |
|
$ |
46 |
|
|
$ |
43 |
|
AMS |
|
|
39 |
|
|
|
40 |
|
ES |
|
|
3 |
|
|
|
5 |
|
Revenue |
|
|
88 |
|
|
|
88 |
|
|
|
|
|
|
|
|
||
EI |
|
|
22 |
|
|
|
16 |
|
AMS |
|
|
8 |
|
|
|
10 |
|
ES |
|
|
1 |
|
|
|
1 |
|
GM |
|
|
31 |
|
|
|
27 |
|
GM % |
|
|
35.2 |
% |
|
|
30.7 |
% |
|
|
|
|
|
|
|
||
EI |
|
|
31 |
|
|
|
27 |
|
AMS |
|
|
9 |
|
|
|
10 |
|
ES |
|
|
1 |
|
|
|
1 |
|
GM before D&A |
|
|
41 |
|
|
|
38 |
|
GM before D&A % |
|
|
46.6 |
% |
|
|
43.2 |
% |
|
|
|
|
|
|
|
||
SG&A |
|
|
19 |
|
|
|
15 |
|
Operating income |
|
|
12 |
|
|
|
12 |
|
EBIT |
|
|
12 |
|
|
|
12 |
|
EBITDA |
|
|
24 |
|
|
|
24 |
|
Adjusted EBITDA |
|
|
38 |
|
|
|
32 |
|
ES backlog of $19 million at March 31, 2026, remained consistent with December 31, 2025, attributable to new bookings, offset by progression of ongoing projects. ES backlog of $19 million at March 31, 2026 decreased compared to $171 million at March 31, 2025, primarily attributable to completion of construction and commencement of the Bisat-C Expansion project in the third quarter of 2025. ES bookings for the three months ended March 31, 2026 were $3 million, compared to $31 million during the same period in 2025.
EI contract backlog of $755 million at March 31, 2026, decreased from $800 million at December 31, 2025, attributable to revenue recognition from existing contracts.
Revenue for the three months ended March 31, 2026 remained consistent with the same period in 2025, primarily attributable to ES projects nearing completion, offset by increased EI revenue contribution from the Bisat-C Expansion.
Gross margin and gross margin percentage were $31 million and 35.2% for the three months ended March 31, 2026, increasing from the same period of 2025, primarily attributable to higher margin contribution from the EI business resulting from the Bisat-C Expansion.
SG&A increased by $4 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily attributable to higher share-based compensation. SG&A for the first quarter of 2025 also benefited from receipt of a non-recurring input tax refund.
|
M-11 |
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 bookings, ES book-to-bill ratio, GM before D&A, recurring GM 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 bookings and ES book-to-bill ratio do not have a directly comparable IFRS measure.
Gross Margin before D&A by Product Line and Recurring Gross Margin before D&A
Enerflex’s three reporting segments oversee execution of three main product lines:
EI and AMS product lines are considered recurring, as they are typically contracted and extend into future periods, generating ongoing revenue for the Company. 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. In contrast, the ES product line is non-recurring, as individual sales do not typically generate repeat revenue after delivery of products, However, the Company does benefit from repeat business with many ES customers over time.
The Company uses GM before D&A to evaluate 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 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.
Presentation of GM before D&A and recurring GM before D&A improves transparency into the profitability and capital intensity across the Company's product lines, and should not be considered in isolation from gross margin or as a replacement for measures prepared as determined under IFRS.
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 March 31, 2026 |
|
||||||||||||||||
($ millions, except percentages) |
|
EI |
|
|
AMS |
|
Recurring |
|
ES |
|
|
Total |
|
|||||
Revenue |
|
$ |
149 |
|
|
$ |
107 |
|
$ |
256 |
|
$ |
328 |
|
|
$ |
584 |
|
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses |
|
|
54 |
|
|
|
85 |
|
|
139 |
|
|
266 |
|
|
|
405 |
|
Depreciation and amortization |
|
|
30 |
|
|
|
2 |
|
|
32 |
|
|
2 |
|
|
|
34 |
|
Gross margin |
|
$ |
65 |
|
|
$ |
20 |
|
$ |
85 |
|
$ |
60 |
|
|
$ |
145 |
|
Gross margin % |
|
|
43.6 |
% |
|
|
18.7 |
% |
|
33.2 |
% |
|
18.3 |
% |
|
|
24.8 |
% |
Gross margin before D&A |
|
$ |
95 |
|
|
$ |
22 |
|
$ |
117 |
|
$ |
62 |
|
|
$ |
179 |
|
Gross margin before D&A % |
|
|
63.8 |
% |
|
|
20.6 |
% |
|
45.7 |
% |
|
18.9 |
% |
|
|
30.7 |
% |
% of total Gross margin before D&A |
|
|
53.1 |
% |
|
|
12.3 |
% |
|
65.4 |
% |
|
34.6 |
% |
|
|
|
|
|
|
|
|
Three months ended March 31, 2025 |
|
|||||||||||||||
($ millions, except percentages) |
|
EI |
|
|
AMS |
|
Recurring |
|
ES |
|
|
Total |
|
|||||
Revenue |
|
$ |
153 |
|
|
$ |
120 |
|
$ |
273 |
|
$ |
279 |
|
|
$ |
552 |
|
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses |
|
|
67 |
|
|
|
94 |
|
|
161 |
|
|
230 |
|
|
|
391 |
|
Depreciation and amortization |
|
|
29 |
|
|
|
2 |
|
|
31 |
|
|
2 |
|
|
|
33 |
|
Gross margin |
|
$ |
57 |
|
|
$ |
24 |
|
$ |
81 |
|
$ |
47 |
|
|
$ |
128 |
|
Gross margin % |
|
|
37.3 |
% |
|
|
20.0 |
% |
|
29.7 |
% |
|
16.8 |
% |
|
|
23.2 |
% |
Gross margin before D&A |
|
$ |
86 |
|
|
$ |
26 |
|
$ |
112 |
|
$ |
49 |
|
|
$ |
161 |
|
Gross margin before D&A % |
|
|
56.2 |
% |
|
|
21.7 |
% |
|
41.0 |
% |
|
17.6 |
% |
|
|
29.2 |
% |
% of total Gross margin before D&A |
|
|
53.4 |
% |
|
|
16.1 |
% |
|
69.6 |
% |
|
30.4 |
% |
|
|
|
|
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 principal repayment, while proceeds on disposals of EI assets - operating leases and PP&E are added back. 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.
Reconciliation of FCF to the most directly comparable IFRS measure, cash provided by operating activities:
|
|
Three months ended March 31, |
|
|||||
($ millions) |
|
2026 |
|
|
2025 |
|
||
Funds from operations ("FFO")1 |
|
$ |
95 |
|
|
$ |
62 |
|
Net change in working capital and other |
|
|
(63 |
) |
|
|
34 |
|
Cash provided by operating activities ("CFO")2 |
|
$ |
32 |
|
|
$ |
96 |
|
Less: |
|
|
|
|
|
|
||
CAPEX - Maintenance and PP&E |
|
|
(9 |
) |
|
|
(8 |
) |
CAPEX - Growth |
|
|
(7 |
) |
|
|
(6 |
) |
Lease payments |
|
|
(6 |
) |
|
|
(6 |
) |
Add: |
|
|
|
|
|
|
||
Proceeds on disposals of PP&E and EI assets - operating leases |
|
|
5 |
|
|
|
9 |
|
Free cash flow |
|
$ |
15 |
|
|
$ |
85 |
|
1Enerflex also refers to cash provided by operating activities before net change in working capital and other as “Funds from Operations” or “FFO”.
2Enerflex also refers to cash provided by operating activities as “Cash flow from Operations” or “CFO”.
The Company defines dividend payout ratio as dividends paid divided by free cash flow. Dividend payout ratio is used to assess the proportion of free cash flow returned to shareholders.
Dividend payout ratio for the trailing 12-months was as follows:
|
|
Three months ended March 31, |
|
|||||
($ millions, except percentages) |
|
2026 |
|
|
2025 |
|
||
Trailing 12-months dividends paid |
|
$ |
15 |
|
|
$ |
13 |
|
Trailing 12-months free cash flow |
|
|
160 |
|
|
|
235 |
|
Dividend payout ratio |
|
|
9.4 |
% |
|
|
5.5 |
% |
|
M-13 |
Bank-Adjusted Net Debt to EBITDA Ratio
Enerflex defines bank-adjusted net debt to EBITDA as borrowings under the revolving credit facility (“RCF”) and senior 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.
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.
|
Three months ended March 31, |
|
||||||
($ millions, except percentages) |
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Trailing 12-months EBIT |
|
$ |
290 |
|
|
$ |
242 |
|
Average capital employed |
|
|
|
|
|
|
||
Average net debt1 |
|
$ |
550 |
|
|
$ |
659 |
|
Average shareholders’ equity1 |
|
|
1,129 |
|
|
|
1,051 |
|
Average capital employed |
|
$ |
1,679 |
|
|
$ |
1,710 |
|
ROCE |
|
|
17.3 |
% |
|
|
14.2 |
% |
|
|
|
|
|
|
|
||
1Based on a trailing four-quarter average.
Liquidity
The Company expects that cash flows from operations in 2026, 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) |
|
|
|
March 31, 2026 |
|
||
Cash and cash equivalents |
|
$ |
|
|
47 |
|
|
RCF |
|
|
800 |
|
|
|
|
Less: Drawings on the RCF |
|
|
(162 |
) |
|
|
|
Less: Letters of Credit1 |
|
|
(75 |
) |
|
563 |
|
Available liquidity |
|
$ |
|
|
610 |
|
|
1Represents letters of credit that the Company has funded with the RCF. Additional letters of credit of $26 million are funded from the $70 million LC Facility. Refer to Note 6 “Long-Term Debt” of the Financial Statements for further details.
Covenant Compliance
As at March 31, 2026, the Company met the covenant requirements of its funded debt, comprised of the secured RCF and the 2031 Notes, reflecting strong performance and cash flow generation, and Enerflex’s focus of repaying debt and lowering finance costs.
The following table sets forth a summary of the covenant requirements and the Company’s performance:
|
|
|
|
Three months ended March 31 |
||||
|
|
2026 |
|
|
2025 |
|||
|
|
Requirement |
|
Performance |
|
|
Performance |
|
Senior secured net funded debt to EBITDA ratio1 – Maximum |
|
2.5x |
|
|
0.2 |
x |
|
0.1x |
Bank-adjusted net debt to EBITDA ratio2 – Maximum |
|
4.0x |
|
|
0.9 |
x |
|
1.3x |
Interest coverage ratio3 – Minimum |
|
2.5x |
|
|
5.1 |
x |
|
5.1x |
1Senior secured net funded debt to EBITDA is defined as borrowings under the RCF less cash and cash equivalents divided by TTM EBITDA, as defined by the Company’s lenders.
2Refer to the "Bank-Adjusted Net Debt to EBITDA Ratio" section of this MD&A.
3Interest coverage ratio is calculated by dividing the TTM EBITDA by interest expense over the same timeframe, as defined by the Company’s lenders.
|
|
Credit Rating
Enerflex’s credit ratings affect the cost and ability to access the capital markets, and it is the Company’s objective to maintain high quality credit ratings. As at May 6, 2026, S&P Global Ratings ("S&P"), Moody’s Investors Service, Inc. ("Moody’s"), and Fitch Ratings, Inc. ("Fitch") assigned the following credit ratings to Enerflex and the 2031 Notes:
|
S&P |
Moody’s |
Fitch |
Corporate Credit Rating |
BB (stable outlook) |
Ba2 (stable outlook) |
BB (stable outlook) |
2031 Notes |
BB (stable outlook) |
Ba3 (stable outlook) |
BB (stable outlook) |
Summarized Statements of Cash Flow
|
|
Three months ended March 31, |
|
|||||
($ millions) |
|
2026 |
|
|
2025 |
|
||
Cash and cash equivalents, beginning of period |
|
$ |
81 |
|
|
$ |
92 |
|
Cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
|
32 |
|
|
|
96 |
|
Investing activities |
|
|
(19 |
) |
|
|
(26 |
) |
Financing activities |
|
|
(37 |
) |
|
|
(86 |
) |
Effect of exchange rate changes on cash and cash |
|
|
1 |
|
|
|
(1 |
) |
Cash and cash equivalents reclassified to assets held for sale |
|
|
(11 |
) |
|
- |
|
|
Cash and cash equivalents, end of period |
|
$ |
47 |
|
|
$ |
75 |
|
Operating Activities
Cash provided by operating activities was $32 million during the three months ended March 31, 2026, compared to $96 million in the same period in 2025. The decrease primarily reflects the investment in working capital, partially offset by higher net earnings for the three months ended March 31, 2026.
Investing Activities
Cash used in investing activities of $19 million for the three months ended March 31, 2026, decreased compared to $26 million in the same period in 2025, primarily attributable to lower use of working capital for investing activities and lower purchase of financial instruments, partially offset by increased capital expenditures and lower proceeds on sale of EI assets in the first quarter of 2026.
Financing Activities
During the three months ended March 31, 2026, cash used in financing activities was $37 million, compared to $86 million used in the same period in 2025, primarily due to lower net repayment of the RCF in the current quarter.
|
M-15 |
Capital Expenditures and Expenditures for Finance Leases
Enerflex distinguishes CAPEX invested in EI assets - operating leases as either maintenance or growth. Maintenance expenditures are necessary costs to continue utilizing existing EI assets - operating leases, while growth expenditures are intended to expand the Company’s EI assets - operating leases. The Company may also incur costs related to the construction of EI assets determined to be finance leases. These costs are accounted for as work-in-progress related to finance leases, and once the project is completed and enters service, it is reclassified to cost of goods sold.
CAPEX and expenditures for finance leases are shown in the table below:
|
|
Three months ended March 31, |
|
|||||
($ millions) |
|
2026 |
|
|
2025 |
|
||
Maintenance and PP&E |
|
$ |
9 |
|
|
$ |
8 |
|
Growth |
|
|
7 |
|
|
|
6 |
|
Total CAPEX |
|
|
16 |
|
|
|
14 |
|
Expenditures for finance leases |
|
|
- |
|
|
|
19 |
|
Total CAPEX and expenditures for finance leases |
|
$ |
16 |
|
|
$ |
33 |
|
Selling, General & Administrative Expenses
SG&A expenses are comprised 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 March 31, |
|
||||||
($ millions) |
|
2026 |
|
|
2025 |
|
||
Core SG&A1 |
|
$ |
55 |
|
|
$ |
54 |
|
Share-based compensation |
|
|
22 |
|
|
|
(3 |
) |
Depreciation and amortization |
|
|
3 |
|
|
|
6 |
|
Bad debt recovery |
|
|
(1 |
) |
|
|
- |
|
Total SG&A |
|
$ |
79 |
|
|
$ |
57 |
|
1 Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses.
SG&A was $79 million for the three months ended March 31, 2026, an increase of $22 million compared to the same period in 2025, primarily driven by higher share-based compensation expense resulting from an increased share price.
Income Taxes
The Company reported income tax expense of $20 million for the three months ended March 31, 2026, which is consistent with the $19 million for the same period in 2025.
|
|
Financial Position
The following table outlines significant changes in the consolidated statements of financial position as at March 31, 2026, compared to December 31, 2025:
($ millions) |
|
Increase |
|
Explanation |
Current assets |
|
61 |
|
Current assets increased primarily due to higher accounts receivable reflecting strong collections in the fourth quarter of 2025 with sustained strong ES activity levels in NAM, and the timing of collections from a major customer in EH. The increase also reflected a strategic inventory investment in the ES business in NAM and a build of inventory for scheduled EI maintenance activities in LATAM, as well as reclassification of non‑current assets associated with the APAC divestiture as held for sale. These increases were partially offset by decreases in cash and cash equivalents, unbilled revenue, and income tax receivable. |
EI assets - operating leases |
|
(14) |
|
Decrease in EI assets - operating lease is primarily due to depreciation and sale of certain EI assets in the LATAM segment, partially offset by capital expenditures during the quarter. |
Goodwill |
|
(18) |
|
Goodwill decreased due to the classification of goodwill allocated to the APAC divestiture as held for sale. |
Long-term debt |
|
(30) |
|
Long-term debt has decreased due to net repayment of the RCF, partially offset by amortization of deferred transaction costs. |
Total shareholders' equity |
|
47 |
|
Total shareholders' equity increased primarily due to net earnings for the three months ended March 2026, partially offset by dividend payments in the first quarter of 2026. |
|
|
|
|
|
Quarterly Summary
($ millions, except per share amounts and ratios) |
Q1 2026 |
|
Q4 2025 |
|
Q3 2025 |
|
Q2 2025 |
|
|
Q1 2025 |
|
Q4 2024 |
|
Q3 2024 |
|
Q2 2024 |
|
||||||||
ES backlog |
$ |
1,265 |
|
$ |
1,110 |
|
$ |
1,071 |
|
$ |
1,227 |
|
|
$ |
1,206 |
|
$ |
1,280 |
|
$ |
1,271 |
|
$ |
1,251 |
|
ES book-to-bill ratio |
|
1.5 |
|
|
1.1 |
|
|
0.7 |
|
|
1.1 |
|
|
|
0.7 |
|
|
1.1 |
|
|
1.1 |
|
|
1.0 |
|
ES bookings |
|
483 |
|
|
377 |
|
|
339 |
|
|
365 |
|
|
|
205 |
|
|
301 |
|
|
349 |
|
|
331 |
|
EI contract backlog |
|
1,283 |
|
|
1,321 |
|
|
1,370 |
|
|
1,462 |
|
|
|
1,497 |
|
|
1,545 |
|
|
1,601 |
|
|
1,604 |
|
Revenue |
|
584 |
|
|
627 |
|
|
777 |
|
|
615 |
|
|
|
552 |
|
|
561 |
|
|
601 |
|
|
614 |
|
GM |
|
145 |
|
|
143 |
|
|
172 |
|
|
139 |
|
|
|
128 |
|
|
140 |
|
|
141 |
|
|
136 |
|
GM before D&A |
|
179 |
|
|
177 |
|
|
206 |
|
|
175 |
|
|
|
161 |
|
|
174 |
|
|
176 |
|
|
173 |
|
SG&A |
|
79 |
|
|
83 |
|
|
71 |
|
|
61 |
|
|
|
57 |
|
|
92 |
|
|
82 |
|
|
75 |
|
EBIT |
|
73 |
|
|
43 |
|
|
82 |
|
|
92 |
|
|
|
66 |
|
|
47 |
|
|
74 |
|
|
55 |
|
EBITDA |
|
110 |
|
|
83 |
|
|
122 |
|
|
134 |
|
|
|
105 |
|
|
92 |
|
|
122 |
|
|
103 |
|
Adjusted EBITDA |
|
137 |
|
|
123 |
|
|
145 |
|
|
130 |
|
|
|
113 |
|
|
121 |
|
|
120 |
|
|
122 |
|
Net earnings (loss) |
|
43 |
|
|
(57 |
) |
|
37 |
|
|
60 |
|
|
|
24 |
|
|
15 |
|
|
30 |
|
|
5 |
|
Earnings (loss) per share – basic |
|
0.35 |
|
|
(0.47 |
) |
|
0.30 |
|
|
0.49 |
|
|
|
0.19 |
|
|
0.12 |
|
|
0.24 |
|
|
0.04 |
|
Earnings (loss) per share – diluted |
|
0.35 |
|
|
(0.47 |
) |
|
0.30 |
|
|
0.49 |
|
|
|
0.19 |
|
|
0.12 |
|
|
0.24 |
|
|
0.04 |
|
FFO1 |
|
95 |
|
|
60 |
|
|
115 |
|
|
89 |
|
|
|
62 |
|
|
74 |
|
|
63 |
|
|
63 |
|
CFO2 |
|
32 |
|
|
179 |
|
|
74 |
|
|
(4 |
) |
|
|
96 |
|
|
113 |
|
|
98 |
|
|
12 |
|
Free cash flow |
|
15 |
|
|
141 |
|
|
43 |
|
|
(39 |
) |
|
|
85 |
|
|
76 |
|
|
78 |
|
|
(4 |
) |
Cash dividends declared per share (CAD $)3 |
|
0.0425 |
|
|
0.0425 |
|
|
0.0375 |
|
|
0.0375 |
|
|
|
0.0375 |
|
|
0.0375 |
|
|
0.0250 |
|
|
0.0250 |
|
CAPEX – Maintenance & PP&E |
|
9 |
|
|
20 |
|
|
18 |
|
|
11 |
|
|
|
8 |
|
|
21 |
|
|
14 |
|
|
9 |
|
CAPEX – Growth |
|
7 |
|
|
14 |
|
|
15 |
|
|
23 |
|
|
|
6 |
|
|
11 |
|
|
2 |
|
|
1 |
|
1 FFO or “Funds from Operations” is also referred to by Enerflex as “Cash provided by operating activities before net change in working capital and other”.
2 CFO or “Cash flow from Operations” is also referred to by Enerflex as “Cash provided by (used in) operating activities”.
3 Cash dividend declared represents the declaration in the quarter.
|
M-17 |
Capital Resources
On April 30, 2026, Enerflex had 122,066,954 common shares outstanding. Enerflex has not established a formal dividend policy. Subsequent to March 31, 2026, Enerflex declared a quarterly dividend of CAD $0.0425 per common share, payable on June 3, 2026 to shareholders of record on May 20, 2026. 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.
At March 31, 2026, the Company had drawings of $162 million against the RCF (December 31, 2025 – $193 million). The weighted average interest rate on the RCF for the three months ended March 31, 2026 was 5.0% (December 31, 2025 – 5.6%).
The composition of the borrowings on the 2031 Notes and RCF were as follows:
|
|
Maturity Date |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
2031 Notes |
|
January 15, 2031 |
|
$ |
400 |
|
|
$ |
400 |
|
Drawings on the RCF |
|
July 11, 2028 |
|
|
162 |
|
|
|
193 |
|
|
|
|
|
|
562 |
|
|
|
593 |
|
Deferred transaction costs |
|
|
|
|
(10 |
) |
|
|
(11 |
) |
Long-term debt |
|
|
|
$ |
552 |
|
|
$ |
582 |
|
|
|
|
|
|
|
|
|
|
||
Non-current portion of long-term debt |
|
|
|
$ |
552 |
|
|
$ |
582 |
|
Long-term debt |
|
|
|
$ |
552 |
|
|
$ |
582 |
|
At March 31, 2026, without considering renewal at similar terms, the USD equivalent principal payments due over the next five years was $562 million.
Legal Proceedings
In the normal course of business, the Company and certain of its subsidiaries are involved in or subject to 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 Q2 2024, Enerflex declared Force Majeure on an international ES 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. In Q4 2024, Enerflex delivered notice to the customer terminating the project contract. As part of the arbitration proceedings, Enerflex has brought a counterclaim against the customer to recover amounts owing to Enerflex
|
|
following Enerflex’s termination 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 Q2 2025, the customer filed its Statement of Case in the arbitration asserting various claims against and seeking material monetary damages from Enerflex and in Q3 2025 the Company filed its Statement of Defence and Counterclaim against the customer. In Q4 2025, the customer filed its Statement of Reply and Defence to Counterclaim to which the Company responded to by filing its Statement of Rejoinder and Reply to Defence to Counterclaim on February 27, 2026 in accordance with the arbitration timeline. Enerflex disputes the customer’s claims and asserts that it acted in accordance with the project contract and that its declaration of Force Majeure and its subsequent termination of the project were proper. Given the current stage of the arbitration and the inherent uncertainty of arbitration, the final outcome of the arbitration is unknown. While the Company is pursuing recovery of amounts it believes are owed, it is possible that the Company may not prevail on its counterclaims or in defending against the customer’s claims. In those circumstances, there can be no assurance that the outcome will not have a material adverse effect on Enerflex, including on its consolidated financial position, results of operations or cash flows. Enerflex intends to continue vigorously defending itself against the customer’s claims while pursuing its own counterclaims.
As at March 31, 2026, 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.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate disclosure controls and processes (“DC&P”). DC&P are 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. 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.
Based on the Company’s evaluation, Management concluded that its DC&P were effective as of March 31, 2026.
Internal Control Over Financial Reporting
Management is also responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”). ICFR is a framework designed to provide reasonable assurance regarding the preparation and reliability of the unaudited interim condensed consolidated financial statements for external reporting in accordance with IFRS.
Under the supervision, and with the participation of Enerflex’s Management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its ICFR and DC&P as of March 31, 2026, 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 were effective as of March 31, 2026.
|
M-19 |
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 changes in the design of the Company’s ICFR during the three months ended March 31, 2026, that would materially affect, or is reasonably likely to materially affect, the Company’s ICFR.
Subsequent Events
Subsequent to March 31, 2026, Enerflex declared a quarterly dividend of CAD $0.0425 per common share, payable on June 3, 2026 to shareholders of record on May 20, 2026. 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. FLI relates Management’s 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. FLI may contain, but is not limited to, words such as "anticipate", "future", “create”, “continue”, “expect”, “intend”, “propose”, “might”, “may”, “will”, “generate”, "should", "could", "would", "believe", "predict", "forecast", “future”, “opportunity”, "pursue", "potential", "objective", “focus”, “endeavor”, “commit”, “target”, “growth”, or “ensure”, or the inverse of such terms or similar expressions suggesting future conditions, events, or expectations. In particular, this MD&A includes (without limitation) FLI pertaining to:
|
|
FLI is based on assumptions, estimates, and analysis made in light of the Company’s experience and its perception of trends, current conditions, and expected developments, including assumptions and estimates as to associated timing and costs, as well as other factors that are believed by the Company to be reasonable and relevant in the circumstances. FLI involves known and unknown risks and uncertainties and other factors which are difficult to predict, including, without limitation:
|
M-21 |
Readers are cautioned that the foregoing list of assumptions and risk factors should not be construed as exhaustive. While the Company believes that there is a reasonable basis for the FLI included in this MD&A, as a result of known and unknown risks, uncertainties, and other factors, Enerflex’s 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 cyber attacks; the occurrence of unexpected events such as pandemics, war, terrorist threats, and the instability resulting therefrom; risks associated with existing and potential future lawsuits, arbitrations or other legal proceedings, shareholder proposals, and regulatory actions; and those factors referred to under the heading "Risk Factors" in (i) Enerflex's AIF for the year ended December 31, 2025 and Enerflex’s 2025 Annual Report; and (ii) 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.
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 and are given as of the date of this MD&A. Other than as required by law, Enerflex disclaims any intention or obligation to update or revise any FLI or FOFI, whether as a result of new information, future events, or otherwise.
|
M-23 |
ENERFLEX LTD.
Report of Voting Results Pursuant to Section 11.3 of
National Instrument 51-102 – Continuous Disclosure Obligations
The following matters were voted on at the annual and special meeting of shareholders of Enerflex Ltd. (Company) held on May 6, 2026 (the Meeting). The total number of common shares represented by shareholders present in person and by proxy at the Meeting was 91,153,558 common shares, representing 74.70% of the Company’s outstanding common shares. Ballots were conducted on each matter.
|
Description of the Matter |
Outcome |
Votes For |
Votes Against |
|
|
|
|
|
1. |
The number of directors of the Company to be elected at the Meeting was fixed at ten (10). |
Passed |
90,208,854 (99.96%) |
34,109 (0.04%) |
2. |
Each of the following nominees was elected to serve as a director of the Company: |
|
|
|
|
Fernando R. Assing |
Passed |
86,602,468 (97.65%) |
2,088,077 (2.35%) |
|
Benjamin Cherniavsky |
Passed |
86,622,946 (97.67%) |
2,067,599 (2.33%) |
|
Joanne Cox |
Passed |
86,155,032 (97.14%) |
2,535,513 (2.86%) |
|
Céline B. Gerson |
Passed |
86,706,678 (97.76%) |
1,983,867 (2.24%) |
|
James C. Gouin |
Passed |
88,278,871 (99.54%) |
411,674 (0.46%) |
|
Mona Hale |
Passed |
86,475,109 (97.50%) |
2,215,436 (2.50%) |
|
Paul Mahoney |
Passed |
88,451,140 (99.73%) |
239,405 (0.27%) |
|
Kevin J. Reinhart |
Passed |
86,516,043 (97.55%) |
2,174,502 (2.45%) |
|
Thomas B. Tyree, Jr. |
Passed |
86,003,820 (96.97%) |
2,686,725 (3.03%) |
|
Juan Carlos Villegas |
Passed |
86,375,516 (97.39%) |
2,315,029 (2.61%) |
|
|
|
|
|
|
|
|
Votes For |
Votes Withheld |
3. |
Ernst & Young LLP, Chartered Accountants, were reappointed as auditors of the Company for the ensuing year at a remuneration to be fixed by the directors of the Company. |
Passed |
90,379,083 (99.19%) |
739,381 (0.81%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
Votes Against |
4. |
An advisory resolution was passed to accept the Company’s approach to executive compensation. |
Passed |
84,828,302 (95.65%) |
3,862,242 (4.35%) |
5. |
The Company’s new omnibus incentive plan was approved and awards to the officers and other eligible participants under the omnibus incentive plan were ratified. |
Passed |
84,386,866 (95.15%) |
4,303,679 (4.85%) |

Enerflex Ltd. Announces ELECTION OF DIRECTORS
NEWS RELEASE
CALGARY, Alberta, May 06, 2026 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) ("Enerflex" or the "Company"), announces that at its Annual and Special Meeting of Shareholders (the "Meeting") held virtually on May 6, 2026, Enerflex’s shareholders approved the election of all 10 nominee directors presented in the Company’s Management Information Circular dated March 20, 2026. The shares represented at the Meeting voting on individual nominee directors were as follows:
|
Approval |
Against |
||
Director |
Votes For |
Percentage |
Votes Against |
Percentage |
Fernando R. Assing |
86,602,468 |
97.65% |
2,088,077 |
2.35% |
Benjamin Cherniavsky |
86,622,946 |
97.67% |
2,067,599 |
2.33% |
Joanne Cox |
86,155,032 |
97.14% |
2,535,513 |
2.86% |
Céline B. Gerson |
86,706,678 |
97.76% |
1,983,867 |
2.24% |
James C. Gouin |
88,278,871 |
99.54% |
411,674 |
0.46% |
Mona Hale |
86,475,109 |
97.50% |
2,215,436 |
2.50% |
Paul Mahoney |
88,451,140 |
99.73% |
239,405 |
0.27% |
Kevin J. Reinhart |
86,516,043 |
97.55% |
2,174,502 |
2.45% |
Thomas B. Tyree, Jr. |
86,003,820 |
96.97% |
2,686,725 |
3.03% |
Juan Carlos Villegas |
86,375,516 |
97.39% |
2,315,029 |
2.61% |
Final voting results on all matters voted on at the Meeting held earlier today will be filed with the Canadian and U.S. securities regulators.
ABOUT ENERFLEX
Enerflex is a leading provider of modular natural gas, power technology and treated water solutions, delivering value through disciplined execution and a deliberate approach to where we compete. Our customer focused delivery model supports operational excellence, innovation, and scalability across our global footprint with a focus on creating long-term shareholder value.
With approximately 4,400 engineers, manufacturers, technicians, professionals, 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 world’s energy needs.
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, please contact the Company by email to chair@enerflex.com or ir@enerflex.com.
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Paul Mahoney, President and Chief Executive Officer of Enerflex Ltd., certify the following:
- 2 -
Date: May 7, 2026
(signed) "Paul Mahoney" |
|
Paul Mahoney |
|
President and Chief Executive Officer |
|
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Preet S. Dhindsa, Senior Vice President and Chief Financial Officer of Enerflex Ltd., certify the following:
- 2 -
Date: May 7, 2026
(signed) "Preet S. Dhindsa" |
|
Preet S. Dhindsa |
|
Senior Vice President and Chief Financial Officer |
|






M-2 Q1 2026 Report 
