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Enerflex (NYSE: EFXT) Q2 2026: $582M revenue, $1.5B ES backlog and lower net debt

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Enerflex Ltd. reported Q2 2026 revenue of $582 million, slightly below $615 million a year earlier, with gross margin steady at $139 million. Adjusted EBITDA was $128 million and free cash flow improved to $32 million. Net earnings were $30 million, or $0.25 per share, and return on capital employed was 15.4%.

Engineered Systems backlog increased to $1,453 million and Energy Infrastructure contract backlog was $1,193 million, supporting forward revenue visibility; EI contracts are expected to generate approximately $1.2 billion over their remaining terms. Net debt declined to $455 million, bringing bank‑adjusted net debt to EBITDA down to 0.8x.

The company extended its $800 million revolving credit facility to 2029, with an expanded $200 million accordion feature, and now targets 2026 organic capital expenditures of $185 million to $195 million, largely to grow its U.S. contract compression fleet. A quarterly dividend of CAD $0.0425 per share was declared, payable on September 2, 2026.

Positive

  • Reduced net debt to $455 million at June 30, 2026, versus $608 million a year earlier, lowering bank‑adjusted net debt to EBITDA to 0.8x from 1.3x and strengthening financial flexibility.

Negative

  • Quarterly net earnings were $30 million and EPS $0.25, down from $60 million and $0.49 in Q2 2025, as lower net finance costs were offset by higher share‑based compensation and the absence of a prior unrealized gain on redemption options.

Filing Explained

The APAC divestiture is prepared for sale, not closed; June 30 assets and liabilities remain separately identified pending approvals.

As a Form 6-K, this filing furnishes interim material information and reports that Enerflex has classified the majority of its Asia Pacific operations as held for sale, changing the reported asset perimeter while leaving the divestiture incomplete.

The company has a definitive agreement to sell those operations to INNIO Group, but completion remains subject to standard closing conditions and regulatory approvals and is expected during the second half of 2026.

At June 30, 2026, the operations contributed $20 million of liabilities held for sale; the filing says the business is principally in Australia, Indonesia, and Thailand and is not a significant component of the Eastern Hemisphere segment.

The next resolution point is the closing of the APAC divestiture during the second half of 2026, when the filing’s current held-for-sale status would be replaced by a completed transaction if all required conditions and approvals are satisfied.

Revenue $582 million Three months ended June 30, 2026
Net earnings $30 million Three months ended June 30, 2026
Adjusted EBITDA $128 million Q2 2026 adjusted EBITDA
Free cash flow $32 million Q2 2026 free cash flow
ES backlog $1,453 million Engineered Systems backlog as at June 30, 2026
Net debt $455 million Net debt as at June 30, 2026
Bank‑adjusted net debt to EBITDA 0.8x Ratio at end of Q2 2026
Quarterly dividend CAD $0.0425 per share Dividend payable September 2, 2026
Adjusted EBITDA financial
"Adjusted EBITDA of $128 million compared to $130 million in Q2/25"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow financial
"Free cash flow increased to $32 million in Q2/26 compared to the use of cash"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
book-to-bill ratio financial
"ES book-to-bill ratio was 1.6x during Q2/26 and 1.1x on a trailing"
The book-to-bill ratio compares the value of new orders a company receives to the value of products it ships out or bills for over a certain period. If the ratio is above 1, it means the company is getting more orders than it is completing, which can indicate growth. If it's below 1, it suggests demand is slowing down.
Return on capital employed financial
"Return on capital employed (“ROCE”) was 15.4% in Q2/26, compared to 16.4%"
Return on capital employed (ROCE) is a percentage that shows how much operating profit a company generates from the money invested in its business — including equity and long‑term debt. Investors use it to judge whether a company uses its resources efficiently, similar to measuring how much output a factory gets from its equipment; a higher ROCE suggests management is getting more profit from each dollar of capital, which can indicate better long‑term value.
Build-Own-Operate-Maintain technical
"The Company’s EI assets are comprised of Build-Own-Operate-Maintain (“BOOM”) assets"
net investment hedge financial
"The Company hedges this exposure via a net investment hedge by designating"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What were Enerflex (EFXT) Q2 2026 revenue and earnings?

Enerflex reported Q2 2026 revenue of $582 million and net earnings of $30 million ($0.25 per share). Revenue was slightly below $615 million in Q2 2025, while gross margin stayed at $139 million and adjusted EBITDA reached $128 million.

How strong was Enerflex (EFXT) backlog and book-to-bill in Q2 2026?

Enerflex ended Q2 2026 with Engineered Systems backlog of $1,453 million and EI contract backlog of $1,193 million. ES bookings were $488 million, giving an ES book‑to‑bill ratio of 1.6x in the quarter and 1.1x on an eight‑quarter trailing average.

What is Enerflex (EFXT) net debt and leverage as of June 30, 2026?

As of June 30, 2026, Enerflex had net debt of $455 million, including $74 million of cash and cash equivalents. The bank‑adjusted net debt to EBITDA ratio improved to 0.8x, down from 1.3x at the end of Q2 2025 and 0.9x at the end of Q1 2026.

What 2026 capital expenditure guidance did Enerflex (EFXT) provide?

Enerflex targets 2026 organic capital expenditures of $185 million to $195 million. This includes about $100 million of organic growth capex, $70–$80 million of maintenance capex, and roughly $15 million for PP&E and infrastructure to support Engineered Systems and adjacent electric power generation activity.

What dividend did Enerflex (EFXT) declare for shareholders?

The board declared a quarterly dividend of CAD $0.0425 per share, payable on September 2, 2026, to shareholders of record on August 19, 2026. Management reiterates a commitment to paying a sustainable quarterly cash dividend, subject to performance and capital allocation priorities.

How did Enerflex (EFXT) perform on cash flow in Q2 2026?

Enerflex generated cash flow from operations of $89 million in Q2 2026, including a $2 million working capital recovery. Free cash flow improved to $32 million, compared with a $39 million cash use in Q2 2025, despite higher capital spending focused on growth and maintenance.

What are Enerflex (EFXT) key strategic and market outlook highlights?

Enerflex cites favorable multi‑year fundamentals driven by rising natural gas and liquids production. Results are expected to be underpinned by highly contracted Energy Infrastructure, recurring After‑Market Services, and a $1.5 billion ES backlog, most of which is expected to convert to revenue over the next 12 months.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

of the Securities Exchange Act of 1934

For the month of August 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

 

Description

 

 

 

99.1

 

Enerflex Ltd. Press Release dated August 6, 2026, reporting 2026 Second Quarter Financial and Operational Results

 

 

 

99.2

 

Unaudited Interim Condensed Consolidated Financial Statements of Enerflex Ltd. as at and for the six months ended June 30, 2026, together with the notes thereto

 

 

 

99.3

 

Management Discussion and Analysis of Financial Condition and Results of Operations of Enerflex Ltd. as at and for the six months ended June 30, 2026

 

 

 

99.4

 

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

 

 

 

99.5

 

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

 

 

 

 


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

Dated: August 6, 2026

 

Enerflex Ltd.

 

 

 

 

 

By:

 

/s/ Justin D. Pettigrew

 

 

Name:

 

Justin D. Pettigrew

 

 

Title:

 

Corporate Secretary and Associate General Counsel, Corporate


 

 

 

img107340264_0.jpg

ENERFLEX LTD. ANNOUNCES SECOND QUARTER 2026 FINANCIAL AND OPERATIONAL RESULTS

ADJUSTED EBITDA OF $128 MILLION, FREE CASH FLOW OF $32 MILLION AND RETURN ON CAPITAL EMPLOYED OF 15.4%

 

STRONG OPERATIONAL VISIBILITY WITH ES BACKLOG INCREASING TO $1.5 BILLION AT THE END OF Q2/26

 

ORGANIC GROWTH CAPEX FORECASTED AT TOP END OF GUIDANCE RANGE FOR 2026; ON TRACK TO EXPAND U.S. CONTRACT COMPRESSION FLEET BY 10-15% YEAR-OVER-YEAR

NEWS RELEASE

CALGARY, Alberta, August 6, 2026 – Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three months ended June 30, 2026.

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

MANAGEMENT COMMENTARY

Paul Mahoney, Enerflex's President and Chief Executive Officer stated: "Enerflex delivered another quarter of solid operational performance, reflecting disciplined execution and our focus on operational excellence. Results continue to be underpinned by our Energy Infrastructure and After-Market Services business lines, and the Engineered Systems business maintained strong commercial momentum. Strong bookings has translated into increasing visibility for our ES business, with a book to bill ratio of 1.5 times during the first half of 2026 and our forward visibility for ES revenue increasing to $1.5 billion, the highest level in Enerflex’s history.

As highlighted during our May 27th investor update, Enerflex’s focus is on competing intentionally in the markets where we can win, improving relentlessly through operational excellence, and delivering disciplined value adding growth for our shareholders. This is reflected in our value creation objectives, which include improving the underlying profitability and returns of our business, and growing revenue ahead of our underlying markets. We are moving with urgency to execute on these priorities, including initiatives to enhance collaboration, leverage scale, improve operational efficiency and solidify our capabilities. I would like to thank our global team for embracing the challenge and look forward to updating our stakeholders as we progress."

Preet Dhindsa, Enerflex’s Senior Vice President and Chief Financial Officer, added: “Enerflex delivered another quarter of strong financial performance, supported by disciplined execution and strong cash generation. During the quarter, we extended the maturity of our revolving credit facility to 2029 while increasing the accordion feature to $200 million, solidifying the Company’s financial flexibility as we execute our strategy. With a strong balance sheet and ample available liquidity, we remain focused on disciplined capital allocation, investing in profitable growth opportunities, and long-term value creation for shareholders.”

 

 

 

 

 

img107340264_1.jpg

Q2/26 Earnings News Release

 

 


 

 

SUMMARY RESULTS

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except per share amounts, percentages and ratios)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

582

 

 

$

615

 

 

$

1,166

 

 

$

1,167

 

Gross margin ("GM")

 

 

139

 

 

 

139

 

 

 

284

 

 

 

267

 

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

 

 

23.9

%

 

 

22.6

%

 

 

24.4

%

 

 

22.9

%

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

 

 

81

 

 

 

61

 

 

 

160

 

 

 

118

 

Operating income

 

 

58

 

 

 

76

 

 

 

126

 

 

 

147

 

EBITDA1

 

 

94

 

 

 

134

 

 

 

204

 

 

 

239

 

EBIT1

 

 

57

 

 

 

92

 

 

 

130

 

 

 

158

 

Net earnings

 

 

30

 

 

 

60

 

 

 

73

 

 

 

84

 

Earnings per share - basic

 

 

0.25

 

 

 

0.49

 

 

 

0.60

 

 

 

0.68

 

Long-term debt

 

 

529

 

 

 

679

 

 

 

529

 

 

 

679

 

Net debt2

 

 

455

 

 

 

608

 

 

 

455

 

 

 

608

 

Cash provided by (used in) operating activities

 

 

89

 

 

 

(4

)

 

 

121

 

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Financial Performance Indicators (“KPIs”)

 

 

 

 

 

 

 

 

 

 

 

 

ES backlog3

 

$

1,453

 

 

$

1,227

 

 

$

1,453

 

 

$

1,227

 

ES bookings3

 

 

488

 

 

 

365

 

 

 

971

 

 

 

570

 

EI contract backlog4

 

 

1,193

 

 

 

1,462

 

 

 

1,193

 

 

 

1,462

 

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

 

 

173

 

 

 

175

 

 

 

352

 

 

 

336

 

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

 

 

29.7

%

 

 

28.5

%

 

 

30.2

%

 

 

28.8

%

Adjusted EBITDA6

 

 

128

 

 

 

130

 

 

 

265

 

 

 

243

 

Free cash flow7

 

 

32

 

 

 

(39

)

 

 

47

 

 

 

46

 

Bank-adjusted net debt to EBITDA ratio7

 

 

0.8

x

 

1.3x

 

 

 

0.8

x

 

1.3x

 

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

 

 

15.4

%

 

 

16.4

%

 

 

15.4

%

 

 

16.4

%

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.

8 Determined by using the trailing 12-month period.

 

Enerflex’s consolidated financial statements and notes (the “Financial Statements”) and Management’s Discussion and Analysis (“MD&A”) as at June 30, 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.

 

Q2/26 FINANCIAL OVERVIEW

Generated revenue of $582 million compared to $615 million in Q2/25 and $584 million in Q1/26
o
Lower revenue compared with prior year was primarily driven by project sequencing and resource allocation for expansion of Enerflex’s U.S. contract compression fleet within the Engineered Systems (“ES”) product line

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

o
ES book-to-bill ratio (calculated as bookings divided by revenue), was 1.6x during Q2/26 and 1.1x on a trailing eight quarter average, highlighting the Company is consistently replenishing its backlog in line with project execution
Recorded gross margin before depreciation and amortization of $173 million, or 30% of revenue, compared to $175 million, or 29% of revenue in Q2/25 and $179 million, or 31% of revenue during Q1/26
o
Energy Infrastructure (“EI”) and After Market Services (“AMS”) product lines generated 69% of consolidated gross margin before depreciation and amortization during Q2/26
o
ES gross margin before depreciation and amortization of 18% in Q2/26 compared to 18% in Q2/25, and 19% in Q1/26, with the sequential decrease related primarily to mix and project sequencing
SG&A was $81 million for the three months ended June 30, 2026, up $20 million from the prior year period, due to higher stock-based compensation and investments to support growth and operational improvements. Core SG&A1 was $58 million for the three months ended June 30, 2026 compared to $52 million in Q2/25 and $55 million during the first quarter of 2026
Adjusted earnings before finance costs, income taxes, depreciation, and amortization (“adjusted EBITDA”) of $128 million compared to $130 million in Q2/25 and $137 million in Q1/26
Cash provided by operating activities before changes in working capital (“FFO”) of $87 million in Q2/26 compared to $89 million in Q2/25 and $95 million in Q1/26, a function of lower adjusted EBITDA. Cash provided by operating activities (“CFO”) was $89 million, which included net working capital recovery of $2 million. This compares to cash used in operating activities of $4 million in Q2/25 and cash provided by operating activities of $32 million in Q1/26
Free cash flow increased to $32 million in Q2/26 compared to the use of cash of $39 million during Q2/25 and source of cash of $15 million during Q1/26. The increase in FCF compared to prior year and prior period reflected higher CFO, being partially offset by higher capital spending
Return on capital employed (“ROCE”)2 was 15.4% in Q2/26, compared to 16.4% in Q2/25 and 17.3% during Q1/26. Lower ROCE primarily reflects the decrease in trailing 12-month EBIT, which was impacted by unrealized gains on redemption options related to the senior secured notes recognized in prior periods, partially offset by lower average capital employed, predominantly due to a decline in net debt
Net earnings of $30 million or $0.25 per share in Q2/26 compared to $60 million or $0.49 per share in Q2/25 and $43 million or $0.35 per share in Q1/26. Compared to Q2/25, profitability benefited from lower net finance costs, however was offset by higher share-based compensation expense and an unrealized gain of $15 million related to the redemption options of its senior secured notes recognized in the prior year
Invested $53 million in the business, comprised of $35 million for growth, primarily allocated to expand the Company’s contract compression fleet in the U.S., and $18 million for maintenance and PP&E

 

STRATEGIC AND OPERATIONAL HIGHLIGHTS

 

ES backlog as at June 30, 2026 of $1.5 billion provides strong visibility into future revenue generation and business activity levels. Bookings of $488 million during Q2/26 compared to $365 million in Q2/25, $483 million in Q1/26 and a trailing eight quarter average of $363 million. ES bookings included a broad mix of end markets, including cryogenic gas processing, refrigeration for LNG export, large compression stations and power generation. ES book-to-bill ratio (calculated as bookings divided by revenue), was 1.6x during Q2/26 and 1.1x on a trailing eight quarter average, highlighting the Company is consistently replenishing its backlog in line with project execution
Enerflex’s U.S. contract compression business continues to perform well, led by increasing natural gas production in the Permian. Utilization remained relatively consistent at 93% across a fleet size of 496,000 horsepower. Enerflex continues to target customer supported contract compression fleet growth of 10-15% during 2026, with the majority of additions expected to be deployed during the second half of the year. Enerflex is also securing long-lead time components to support further growth in 2027, 2028 and 2029

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

Enerflex is closely monitoring the conflict in the Middle East, and to-date, the Company’s operations in the region have operated uninterrupted. Local teams have established response processes and contingency planning, ensuring continued safety of our people and reliability of the Company’s operations. Enerflex’s operations in the Middle East, which are principally in Bahrain and Oman comprise 17 distinct natural gas and produced water projects, and an installed compression and power generation fleet of approximately 350,000 horsepower
Aligned the Company's Canadian and U.S. operations under a unified North American framework to enhance collaboration, leverage scale, improve operational efficiency, and strengthen customer service across the region
On February 25, 2026, Enerflex announced a definitive agreement to divest the majority of its operations in the Asia Pacific (“APAC”) region to INNIO Group. Completion of the transaction is subject to standard closing conditions and regulatory approvals and remains on track to close during the second half of 2026
Enerflex has secured a commitment for gas compression stations in the Vaca Muerta unconventional play in Argentina. The equipment is supported by a long-term EI and AMS contract with a strategic client partner
Enerflex reached several important ReliaCoreTM milestones, advancing the Company's digitally connected service ecosystem. We launched our Houston-based Remote Operations Center, are leveraging SMART dispatch technology to connect customer assets with technical expertise and intelligent workflows and deployed Enerflex's first ReliaCore EDGE devices. Together, these capabilities extend service coverage, accelerate issue resolution, and build a foundation for advanced analytics and predictive maintenance capabilities that are expected to improve asset performance, reduce downtime, and create long-term economic value for both Enerflex and our client partners

BALANCE SHEET AND LIQUIDITY

• Enerflex exited Q2/26 with net debt of $455 million, which included $74 million of cash and cash equivalents, a reduction of $153 million compared to Q2/25. Enerflex’s bank-adjusted net debt-to-EBITDA ratio was approximately 0.8x at the end of Q2/26, down from 1.3x at the end of Q2/25 and 0.9x at the end of Q1/26

On June 24, 2026, Enerflex entered into an amended and restated credit agreement with respect to its syndicated secured revolving credit facility (the “RCF”). The maturity date of the RCF has been extended by three years to June 30, 2029, and availability is unchanged at $800 million. The Company’s limit under the RCF may be increased by up to $200 million at the request of the Company, subject to lenders’ consent, compared to $50 million previously. The Company also continues to maintain a $70 million unsecured credit facility (the “LC Facility”) with one of the lenders in its RCF syndicate

OUTLOOK

We continue to see favorable multi-year fundamentals across our core markets, driven by increasing natural gas and liquids production. Operating results are expected to be underpinned by the highly contracted EI product line and the recurring nature of AMS. The EI product line is supported by customer contracts expected to generate approximately $1.2 billion of revenue over their remaining terms.

Performance for Enerflex's ES product line is expected to benefit from healthy demand for compression and processing equipment across our key markets and a backlog of approximately $1.5 billion as at June 30, 2026, the majority of which is expected to convert into revenue over the next 12 months. Interest in distributed power solutions also continues to build, with our pipeline of opportunities now exceeding seven gigawatts across data center and other power generation applications.

Enerflex's strategic priorities include:

(1)
driving productivity improvements across the Company’s global operations through operational excellence;

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

(2)
focusing on the highest-value growth opportunities and markets where the Company can win, including advancing opportunities in distributed power generation alongside its core natural gas infrastructure markets; and
(3)
allocating capital to drive long-term value creation through disciplined growth, maximizing free cash flow, and providing direct shareholder returns.

Capital Allocation

Enerflex is refining its capital expenditure guidance for 2026, with the Company now targeting organic capital expenditures of $185 million to $195 million (prior guidance of $175 million to $195 million). This includes: (1) organic growth capital expenditures of approximately $100 million (prior guidance 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.

Enerflex continues to evaluate selective, disciplined bolt-on acquisition opportunities. Inorganic growth will be focused on enhancing capabilities and accelerating scale in the Company’s core North American markets. All opportunities will be balanced with Enerflex’s focus on maintaining a strong financial position and opportunities to provide direct shareholder returns.

 

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 September 2, 2026 to shareholders of record on August 19, 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, August 6, 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.

To participate, register at https://register-conf.media-server.com/register/BIebea8b6833b642bbbff6b1c892d4954a. 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/jgxueet4/.

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. Non-IFRS measures should not be considered more meaningful than generally accepted accounting principles measures as indicators of Enerflex’s performance. For information which is incorporated by reference into this news release, refer to “Non-IFRS Measures” in Enerflex’s MD&A for the three months ended June 30, 2026, which 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.

 

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

 

 

 

Adjusted EBITDA

 

Three months ended June 30, 2026

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings1

 

 

 

 

 

 

 

 

 

 

$

30

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

15

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

12

 

EBIT3

 

$

33

 

 

$

13

 

 

$

10

 

 

$

57

 

Depreciation and amortization

 

 

16

 

 

 

9

 

 

 

12

 

 

 

37

 

EBITDA

 

$

49

 

 

$

22

 

 

$

22

 

 

$

94

 

Restructuring and transaction costs

 

 

3

 

 

 

-

 

 

 

2

 

 

 

5

 

Share-based compensation

 

 

13

 

 

 

3

 

 

 

3

 

 

 

19

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

11

 

 

 

11

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(1

)

Adjusted EBITDA

 

$

65

 

 

$

25

 

 

$

38

 

 

$

128

 

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 have therefore not been allocated to reporting segments.

3EBIT includes $1 million unrealized gain on redemption options associated with the USD denominated senior unsecured notes (the "2031 Notes"). Debt is managed within Corporate and is not allocated to reporting segments.

 

 

 

Three months ended June 30, 2025

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings 1

 

 

 

 

 

 

 

 

 

 

$

60

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

14

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

18

 

EBIT3

 

$

51

 

 

$

20

 

 

$

6

 

 

$

92

 

Depreciation and amortization

 

 

15

 

 

 

10

 

 

 

17

 

 

 

42

 

EBITDA

 

$

66

 

 

$

30

 

 

$

23

 

 

$

134

 

Share-based compensation

 

 

2

 

 

 

1

 

 

 

-

 

 

 

3

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

8

 

 

 

8

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(15

)

Adjusted EBITDA

 

$

68

 

 

$

31

 

 

$

31

 

 

$

130

 

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

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

3EBIT includes $15 million unrealized gain on redemption options associated with the 9.0% senior secured notes (the "2027 Notes"). Debt is managed within Corporate and is not allocated to reporting segments.

 

 

 

 

 

FREE CASH FLOW

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

 

 

 

 

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Funds from operations ("FFO")1

 

$

87

 

 

$

89

 

 

$

182

 

 

$

151

 

Net change in working capital and other

 

 

2

 

 

 

(93

)

 

 

(61

)

 

 

(59

)

Cash provided by (used in) operating activities ("CFO")2

 

$

89

 

 

$

(4

)

 

$

121

 

 

$

92

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

CAPEX - Maintenance and PP&E

 

 

(18

)

 

 

(11

)

 

 

(27

)

 

 

(19

)

CAPEX - Growth

 

 

(35

)

 

 

(23

)

 

 

(42

)

 

 

(29

)

Lease payments

 

 

(6

)

 

 

(5

)

 

 

(12

)

 

 

(11

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds on disposals of EI assets - operating leases

 

 

2

 

 

 

4

 

 

 

7

 

 

 

13

 

Free cash flow

 

$

32

 

 

$

(39

)

 

$

47

 

 

$

46

 

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 (used in) 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 RCF and senior secured 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:

 

Enerflex’s ability to deliver on its strategic priorities and value creation objectives, and the time associated therewith, if at all;
anticipated business activity levels based on the ES backlog and that such backlog will drive future revenue generation, and the timing associated therewith, if at all;
targeted contract compression fleet growth of 10-15% during 2026 and expectations that the majority of additions will be deployed during the second half of the year;
Enerflex’s ability to secure long-lead time components to support further growth through 2029, and the timing associated therewith, if at all;
the ability of the Company to realize and capitalize on opportunities within its electric power generation business, including opportunities associated with data centers and other power generation applications, and the timing associated therewith, if at all;
the anticipated completion of the divestiture of a majority of the Company’s operations in the APAC region (the “APAC Divestiture”), and the timing thereof, if at all;

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

the conversion of a secured commitment for gas compression stations in the Vaca Muerta unconventional play in Argentina into a definitive binding agreement and the timing associated therewith, if at all;
expectations that the deployment of ReliaCore capabilities will improve asset performance, reduce downtime, and create long-term economic value for both Enerflex and its client partners, and the timing associated therewith, if at all;
disclosures under the heading “Outlook” including:

 

o that favorable multi-year fundamentals across Enerflex’s core markets, driven by increasing natural gas and liquids production, will continue;

o the highly contracted EI product line and the recurring nature of AMS will underpin operating results;

o
customer contracts within Enerflex’s EI product line are expected to generate approximately $1.2 billion of revenue over their remaining terms;

o expectations that the ES product line will benefit from healthy demand for compression and processing equipment across Enerflex’s key markets and the ES backlog;

o the majority of the ES backlog as at June 30, 2026 will convert into revenue over the next 12 months;

o targeted organic capital expenditures during 2026 of $185 million to $195 million, including (i) organic growth capital expenditures of approximately $100 million; (2) maintenance capital expenditures of $70 million to $80 million; and (3) PP&E and infrastructure investments of approximately $15 million;

o continued strength in the fundamentals for contract compression in the U.S., led by expected increases in natural gas production and capital spending discipline from market participants;

o the ability for Enerflex to identify and successfully execute selective, disciplined bolt-on acquisitions and the timing associated therewith, if at all;

 

the ability of Enerflex to continue to pay a sustainable quarterly cash dividend; and
the availability of free cash generated and that such cash may be used to fund non-operating activities including dividend payments, share repurchases, and other non-mandatory debt repayments, if any.

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:

expectations that acquisition opportunities will be available to the Company, the Company can evaluate and execute on such opportunities, and that adequate financial capacity and liquidity will remain available, all required regulatory, contractual and third-party approvals will be received, and any acquisitions can be successfully integrated;
that all conditions to completion of the APAC Divestiture will be satisfied or waived in a timely manner, that all regulatory and other approvals required for completion of the APAC Divestiture will be obtained and obtained in a timely manner, that the transaction to effect the APAC Divestiture will be completed on the agreed terms, and that the expected benefits of the APAC Divestiture will be realized within the expected timeframes;
potential impacts of the evolving situation in the Middle East on Enerflex’s operations in Bahrain and Oman and the broader region;
the ability of the Company to proactively manage the ES business line in response to near-term risks and uncertainties, including tariffs and commodity price volatility;

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

natural gas and associated liquids and produced water volumes across Enerflex’s global footprint will increase in line with expectations;
market conditions, customer activity, and industry fundamentals will support stable demand across Enerflex’s product lines and geographic regions throughout 2026;
the high level of contractual commitments within the EI product line and the predictable, recurring revenue from AMS will continue;
existing and strong commercial relationships with customers will continue;
existing customer contracts within the EI product line will remain in effect and with no material cancellations or renegotiations over their remaining terms;
risks related to lawsuits, arbitrations or other legal proceedings;
the execution of projects within the ES product line will proceed as scheduled and the conversion to revenue will proceed without significant delays or cancellations;
the Company’s backlog providing strong visibility into future revenue generation and business activity levels;
no significant unforeseen cost overruns or project delays;
the fulfillment by our customers of the terms of their contracts;
the Company will successfully execute operational excellence initiatives and realize anticipated productivity improvements across its global operations;
Enerflex will maintain sufficient cash flow, profitability, and financial flexibility to support the ongoing payment of a sustainable quarterly cash dividend, subject to market conditions, operational performance, and board approval;
Enerflex will maintain sufficient financial flexibility to execute on its capital allocation priorities; and
other factors, many of which are beyond the control of Enerflex.

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; (ii) the Company’s MD&A as at June 30, 2026; and (iii) 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.

 

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

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:

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

 

 

 

img107340264_2.jpg

Q2/26 Earnings News Release

1)
Core SG&A is primarily comprised of compensation, third-party services, and information technology expenses
2)
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.

 

 


 

 

img108263785_0.jpg

 

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Statements of Financial Position (unaudited)

 

($ United States millions)

Notes

 

June 30, 2026

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

74

 

 

$

81

 

Accounts receivable

2a

 

 

379

 

 

 

345

 

Unbilled revenue

2b

 

 

148

 

 

 

164

 

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

3a

 

 

58

 

 

 

58

 

Inventories

4

 

 

317

 

 

 

280

 

Income taxes receivable

 

 

 

8

 

 

 

11

 

Derivative financial instruments

 

 

 

3

 

 

 

1

 

Prepayments

 

 

 

68

 

 

 

52

 

Assets held for sale

5

 

 

79

 

 

 

-

 

Total current assets

 

 

 

1,134

 

 

 

992

 

Unbilled revenue

2b

 

 

1

 

 

 

1

 

EI assets - finance leases receivable

3a

 

 

160

 

 

 

180

 

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

 

 

 

100

 

 

 

102

 

EI assets - operating leases

3b

 

 

693

 

 

 

686

 

Lease right-of-use assets

 

 

 

57

 

 

 

61

 

Deferred tax assets

 

 

 

21

 

 

 

21

 

Intangible assets

 

 

 

26

 

 

 

29

 

Goodwill

 

 

 

413

 

 

 

430

 

Other assets

 

 

 

199

 

 

 

192

 

Total assets

 

 

$

2,804

 

 

$

2,694

 

 

 

 

 

 

 

 

 

 Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

6

 

$

410

 

 

$

396

 

Provisions

 

 

 

24

 

 

 

25

 

Income taxes payable

 

 

 

76

 

 

 

80

 

Deferred revenue

 

 

 

398

 

 

 

355

 

Lease liabilities

 

 

 

22

 

 

 

22

 

Derivative financial instruments

 

 

 

2

 

 

 

1

 

Liabilities held for sale

5

 

 

20

 

 

 

-

 

Total current liabilities

 

 

 

952

 

 

 

879

 

Deferred revenue

 

 

 

14

 

 

 

13

 

Long-term debt

7

 

 

529

 

 

 

582

 

Lease liabilities

 

 

 

46

 

 

 

50

 

Deferred tax liabilities

 

 

 

50

 

 

 

51

 

Other liabilities

 

 

 

43

 

 

 

26

 

Total liabilities

 

 

$

1,634

 

 

$

1,601

 

 

 

 

 

 

 

 

 

 Shareholders’ equity

 

 

 

 

 

 

 

Share capital

 

 

$

501

 

 

$

498

 

Contributed surplus

 

 

 

663

 

 

 

664

 

Retained earnings

 

 

 

195

 

 

 

130

 

Accumulated other comprehensive loss

 

 

 

(189

)

 

 

(199

)

Total shareholders’ equity

 

 

 

1,170

 

 

 

1,093

 

Total liabilities and shareholders’ equity

 

 

$

2,804

 

 

$

2,694

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements, including Note 14 “Guarantees, Commitments, and Contingencies”.

 

 

 

img108263785_1.jpg

F-1 img108263785_2.jpg

 


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

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ United States millions, except per share amounts)

Notes

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

8

 

$

582

 

 

$

615

 

 

$

1,166

 

 

$

1,167

 

Cost of goods sold ("COGS")

 

 

 

443

 

 

 

476

 

 

 

882

 

 

 

900

 

Gross margin

 

 

 

139

 

 

 

139

 

 

 

284

 

 

 

267

 

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

9

 

 

81

 

 

 

61

 

 

 

160

 

 

 

118

 

Foreign exchange (gain) loss

 

 

 

-

 

 

 

2

 

 

 

(2

)

 

 

2

 

Operating income

 

 

 

58

 

 

 

76

 

 

 

126

 

 

 

147

 

Equity (loss) earnings from associates and joint ventures

 

 

 

(1

)

 

 

1

 

 

 

-

 

 

 

1

 

(Loss) on financial instruments

 

 

 

(1

)

 

 

-

 

 

 

(2

)

 

 

(2

)

Unrealized gain on redemption options

 

 

 

1

 

 

 

15

 

 

 

6

 

 

 

12

 

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

 

 

 

57

 

 

 

92

 

 

 

130

 

 

 

158

 

Net finance costs

11

 

 

12

 

 

 

18

 

 

 

22

 

 

 

41

 

Earnings before income taxes (“EBT”)

 

 

 

45

 

 

 

74

 

 

 

108

 

 

 

117

 

Current income taxes

 

 

 

15

 

 

 

14

 

 

 

37

 

 

 

36

 

Deferred income taxes

 

 

 

-

 

 

 

-

 

 

 

(2

)

 

 

(3

)

Income taxes

 

 

 

15

 

 

 

14

 

 

 

35

 

 

 

33

 

Net earnings

 

 

$

30

 

 

$

60

 

 

$

73

 

 

$

84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivatives designated as cash-
  flow hedges, net of income tax expense

 

 

 

1

 

 

 

-

 

 

 

1

 

 

 

-

 

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

 

 

 

-

 

 

 

32

 

 

 

(1

)

 

 

32

 

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

 

 

 

3

 

 

 

(23

)

 

 

10

 

 

 

(18

)

Other comprehensive income

 

 

 

4

 

 

 

9

 

 

 

10

 

 

 

14

 

Total comprehensive income

 

 

$

34

 

 

$

69

 

 

$

83

 

 

$

98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share – basic

 

 

$

0.25

 

 

$

0.49

 

 

$

0.60

 

 

$

0.68

 

Earnings per share – diluted

 

 

$

0.25

 

 

$

0.49

 

 

$

0.60

 

 

$

0.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – basic

 

 

 

122,086,713

 

 

 

123,279,297

 

 

 

121,980,970

 

 

 

123,709,917

 

Weighted average number of shares outstanding – diluted

 

 

 

122,196,008

 

 

 

123,401,390

 

 

 

122,149,018

 

 

 

123,926,989

 

 

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

 

img108263785_2.jpg F-2 Interim Condensed Consolidated Financial Statements

 

 


Interim Condensed Consolidated Statements of Cash Flows (unaudited)

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ United States millions)

Notes

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

$

30

 

 

$

60

 

 

$

73

 

 

$

84

 

Adjustments for:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

37

 

 

 

42

 

 

 

74

 

 

 

81

 

Equity loss (earnings) from associates and joint ventures

 

 

 

1

 

 

 

(1

)

 

 

-

 

 

 

(1

)

Deferred income taxes

 

 

 

-

 

 

 

-

 

 

 

(2

)

 

 

(3

)

Share-based compensation expense

9

 

 

19

 

 

 

3

 

 

 

41

 

 

 

-

 

Loss on financial instruments

 

 

 

1

 

 

 

-

 

 

 

2

 

 

 

2

 

     Unrealized (gain) on redemption options

 

 

 

(1

)

 

 

(15

)

 

 

(6

)

 

 

(12

)

 

 

 

 

87

 

 

 

89

 

 

 

182

 

 

 

151

 

Net change in working capital and other

13

 

 

2

 

 

 

(93

)

 

 

(61

)

 

 

(59

)

Cash provided by (used in) operating activities

 

 

$

89

 

 

$

(4

)

 

$

121

 

 

$

92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to:

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E

 

 

$

(4

)

 

$

(6

)

 

$

(7

)

 

$

(8

)

EI assets - operating leases

3b

 

 

(49

)

 

 

(28

)

 

 

(62

)

 

 

(40

)

Proceeds on disposal of:

 

 

 

 

 

 

 

 

 

 

 

 

 

EI assets - operating leases

 

 

 

2

 

 

 

4

 

 

 

7

 

 

 

13

 

Net (purchases of) proceeds from financial instruments

 

 

 

(1

)

 

 

2

 

 

 

(2

)

 

 

(5

)

Net change in working capital associated with investing activities

 

 

 

27

 

 

 

18

 

 

 

20

 

 

 

4

 

Cash used in investing activities

 

 

$

(25

)

 

$

(10

)

 

$

(44

)

 

$

(36

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (repayment) proceeds on the revolving credit facility ("RCF")

7

 

$

(20

)

 

$

32

 

 

$

(49

)

 

$

(42

)

Lease liability principal repayment

 

 

 

(6

)

 

 

(5

)

 

 

(12

)

 

 

(11

)

Dividends

 

 

 

(4

)

 

 

(4

)

 

 

(8

)

 

 

(10

)

Stock option exercises

 

 

 

-

 

 

 

1

 

 

 

2

 

 

 

1

 

Shares repurchased - NCIB

 

 

 

-

 

 

 

(14

)

 

 

-

 

 

 

(14

)

Deferred transaction costs

 

 

 

(1

)

 

 

-

 

 

 

(1

)

 

 

-

 

Cash (used in) provided by financing activities

 

 

$

(31

)

 

$

10

 

 

$

(68

)

 

$

(76

)

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

 

 

$

(1

)

 

$

-

 

 

$

-

 

 

$

(1

)

Increase (decrease) in cash and cash equivalents

 

 

 

32

 

 

 

(4

)

 

 

9

 

 

 

(21

)

Cash and cash equivalents reclassified to assets held for sale

5

 

 

(5

)

 

-

 

 

 

(16

)

 

-

 

Cash and cash equivalents, beginning of period

 

 

 

47

 

 

 

75

 

 

 

81

 

 

 

92

 

Cash and cash equivalents, end of period

 

 

$

74

 

 

$

71

 

 

$

74

 

 

$

71

 

 

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

 

img108263785_1.jpg

F-3 img108263785_2.jpg

 


 

Interim Condensed Consolidated Statements of Changes in Equity (unaudited)

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive losses

 

 

 

 

($ United States millions)

 

Share
capital

 

 

Contributed
surplus

 

 

Retained
earnings

 

 

Foreign currency
translation adjustments

 

 

Hedging
reserve

 

 

Total

 

At January 1, 2026

 

$

498

 

 

$

664

 

 

$

130

 

 

$

(198

)

 

$

(1

)

 

$

1,093

 

Net earnings

 

 

-

 

 

 

-

 

 

 

73

 

 

 

-

 

 

 

-

 

 

 

73

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9

 

 

 

1

 

 

 

10

 

Effect of stock option plans

 

 

3

 

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

Dividends

 

 

-

 

 

 

-

 

 

 

(8

)

 

 

-

 

 

 

-

 

 

 

(8

)

 At June 30, 2026

 

$

501

 

 

$

663

 

 

$

195

 

 

$

(189

)

 

$

-

 

 

$

1,170

 

At January 1, 2025

 

$

505

 

 

$

678

 

 

$

80

 

 

$

(214

)

 

$

-

 

 

$

1,049

 

Net earnings

 

 

-

 

 

 

-

 

 

 

84

 

 

 

-

 

 

 

-

 

 

 

84

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14

 

 

 

-

 

 

 

14

 

Effect of stock option plans

 

 

2

 

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Shares repurchased - NCIB

 

 

(6

)

 

 

(8

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14

)

Dividends

 

 

-

 

 

 

-

 

 

 

(7

)

 

 

-

 

 

 

-

 

 

 

(7

)

 At June 30, 2025

 

$

501

 

 

$

669

 

 

$

157

 

 

$

(200

)

 

$

-

 

 

$

1,127

 

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

 

 

img108263785_2.jpg F-4 Interim Condensed Consolidated Financial Statements

 

 


 

img108263785_3.jpg

Notes to the Interim Condensed Consolidated

Financial Statements (unaudited)

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

Note 1. Summary of Material Accounting Policies

(a)
Statement of Compliance

These unaudited interim condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, and were approved and authorized for issue by the Board of Directors (the “Board”) on August 5, 2026.

(b)
Basis of Presentation and Measurement

The Financial Statements for the three and six months ended June 30, 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.

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

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.

 

img108263785_1.jpg

F-5 img108263785_2.jpg

 


 

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. The 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.

ii.
Standards Recently Issued, but not yet Effective

IAS 28 Investments in Associates and Joint Ventures

In June 2026, the IASB issued amendments to the fair value option for investments in associates and joint ventures. The amendments clarify which entities are eligible to elect the fair value option for investments in associates and joint ventures instead of applying the equity method of accounting. Specifically, the amendments clarify that entities whose main business activity is investing in particular types of assets may qualify as “similar entities” and therefore be eligible to measure such investments at fair value through profit or loss. The amendment will be effective for years beginning on or after January 1, 2027. This amendment is not expected to have any material impact on the Company's Financial Statements.

Note 2. Accounts Receivable and Unbilled Revenue

(a) Accounts Receivable

Accounts receivable consisted of the following:

 

June 30, 2026

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

$

373

 

 

$

338

 

 

 

 

 

 

 

 

Less: allowance for doubtful accounts

 

 

(9

)

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

$

364

 

 

$

329

 

 

 

 

 

 

 

 

Other receivables

 

 

15

 

 

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

379

 

 

$

345

 

 

 

 

 

 

 

 

Aging of trade receivables:

 

June 30, 2026

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current to 90 days

 

$

291

 

 

$

280

 

 

 

 

 

 

 

 

Over 90 days

 

 

82

 

 

 

58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

$

373

 

 

$

338

 

 

 

 

 

 

 

 

(b) Unbilled Revenue

Movement in Unbilled Revenue was as follows:

 

 

Six months ended

 

 

Twelve months ended

 

 

 

June 30, 2026

 

 

December 31, 2025

 

Opening balance

 

$

165

 

 

$

159

 

Unbilled revenue recognized

 

 

327

 

 

 

818

 

Amounts billed

 

 

(342

)

 

 

(813

)

Assets held for sale

 

 

(2

)

 

 

-

 

Currency translation effects

 

 

1

 

 

 

1

 

Closing balance

 

$

149

 

 

$

165

 

 

 

 

 

 

 

 

Current unbilled revenue

 

$

148

 

 

$

164

 

Non-current unbilled revenue

 

 

1

 

 

 

1

 

Total unbilled revenue

 

$

149

 

 

$

165

 

 

 

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

 

 


 

Note 3. Energy Infrastructure Assets

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

(a) EI Assets - Finance Leases Receivable

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

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

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

 

 

 

Minimum lease payments and unguaranteed
residual value

 

 

Present value of minimum lease payments and
unguaranteed residual value

 

 

 

June 30, 2026

 

 

December 31, 2025

 

 

June 30, 2026

 

 

December 31, 2025

 

Less than one year

 

$

61

 

 

$

60

 

 

$

58

 

 

$

58

 

Between one and five years

 

 

181

 

 

 

201

 

 

 

148

 

 

 

164

 

Greater than five years

 

 

21

 

 

 

29

 

 

 

12

 

 

 

16

 

 

 

$

263

 

 

$

290

 

 

$

218

 

 

$

238

 

Less: Unearned interest revenue

 

 

(50

)

 

 

(57

)

 

 

-

 

 

 

-

 

Add: Unguaranteed residual value

 

 

5

 

 

 

5

 

 

 

-

 

 

 

-

 

Closing balance

 

$

218

 

 

$

238

 

 

$

218

 

 

$

238

 

 

 

 

 

 

 

Six months ended

 

 

Twelve months ended

 

 

 

June 30, 2026

 

 

December 31, 2025

 

Opening balance

 

$

238

 

 

$

238

 

Additions

 

 

-

 

 

 

38

 

Interest revenue

 

 

10

 

 

 

19

 

Payments (principal and interest)

 

 

(31

)

 

 

(57

)

Other

 

 

1

 

 

 

-

 

Closing balance

 

$

218

 

 

$

238

 

The average interest rates implicit in the leases are fixed at the contract date for the entire lease term. At June 30, 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 not impaired.

 

img108263785_1.jpg

F-7 img108263785_2.jpg

 


 

(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 were as follows:

 

 

Six months ended

 

 

 

EI assets

 

 

Assets under construction

 

 

Total EI assets

 

Cost

 

 

 

 

 

 

 

 

 

January 1, 2026

 

$

1,105

 

 

$

27

 

 

$

1,132

 

Additions

 

 

-

 

 

 

62

 

 

 

62

 

Reclassification

 

 

22

 

 

 

(22

)

 

 

-

 

Disposals

 

 

(9

)

 

 

-

 

 

 

(9

)

Assets held for sale

 

 

(1

)

 

 

-

 

 

 

(1

)

Currency translation effects

 

 

6

 

 

 

-

 

 

 

6

 

June 30, 2026

 

$

1,123

 

 

$

67

 

 

$

1,190

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

January 1, 2026

 

$

(446

)

 

$

-

 

 

$

(446

)

Depreciation charge

 

 

(53

)

 

 

-

 

 

 

(53

)

Disposals

 

 

6

 

 

 

-

 

 

 

6

 

Assets held for sale

 

 

1

 

 

 

-

 

 

 

1

 

Currency translation effects

 

 

(5

)

 

 

-

 

 

 

(5

)

June 30, 2026

 

$

(497

)

 

$

-

 

 

$

(497

)

Net book value – June 30, 2026

 

$

626

 

 

$

67

 

 

$

693

 

 

 

 

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 and six months ended June 30, 2026 was $27 million and $53 million (June 30, 2025 – $29 million and $55 million).

During the three and six months ended June 30, 2026, the Company recognized $49 million and $97 million of revenue related to operating leases in its Latin America (“LATAM”) and Eastern Hemisphere (“EH”) segments (June 30, 2025 – $50 million and $100 million), and $42 million and $82 million of revenue related to its North America (“NAM”) contract compression fleet (June 30, 2025 – $37 million and $74 million).

 

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

 

 


 

Summary of the carrying amount of EI assets - operating leases by reporting segment was as follows:

 

 

June 30, 2026

 

 

December 31, 2025

 

NAM

 

$

340

 

 

$

310

 

LATAM

 

 

161

 

 

 

166

 

EH

 

 

192

 

 

 

210

 

EI assets - operating leases

 

$

693

 

 

$

686

 

 

Note 4. Inventories

Inventories consist of the following:

 

 

June 30, 2026

 

 

December 31, 2025

 

Direct materials

 

$

157

 

 

$

127

 

Repair and distribution parts

 

 

81

 

 

 

91

 

Work-in-progress

 

 

69

 

 

 

48

 

Equipment

 

 

10

 

 

 

14

 

Total inventories

 

$

317

 

 

$

280

 

COGS includes inventories write-downs pertaining to obsolescence and aging, and recoveries of the past write-downs upon disposition The net change in inventory reserves charged to consolidated statement of earnings and included in COGS for the three and six months ended June 30, 2026 was $1 million and less than a million (June 30, 2025 - $1 million and $2 million).

Note 5. 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 June 30, 2026 were as follows:

 

 

June 30, 2026

 

Cash and Cash equivalents

 

$

16

 

Accounts receivable

 

 

17

 

Unbilled revenue

 

 

2

 

Inventories

 

 

19

 

Income taxes receivable

 

 

1

 

Property, plant and equipment

 

 

1

 

Lease right-of-use assets

 

 

3

 

Deferred tax assets

 

 

2

 

Goodwill

 

 

18

 

Assets held for sale

 

$

79

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

15

 

Provisions

 

 

1

 

Income taxes payable

 

 

1

 

Deferred revenue

 

 

1

 

Lease liabilities

 

 

2

 

Liabilities held for sale

 

$

20

 

 

 

 

 

img108263785_1.jpg

F-9 img108263785_2.jpg

 


 

Note 6. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

 

 

June 30, 2026

 

 

December 31, 2025

 

 

 

 

 

 

 

 

Trade payables and accrued liabilities

 

$

383

 

 

$

384

 

Cash-settled share-based payments

 

 

27

 

 

 

12

 

Total accounts payable and accrued liabilities

 

$

410

 

 

$

396

 

 

Note 7. 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

 

June 30, 2026

 

 

December 31, 2025

 

2031 Notes

 

January 15, 2031

 

$

400

 

 

$

400

 

Drawings on the RCF

 

June 30, 2029

 

 

140

 

 

 

193

 

 

 

 

 

 

540

 

 

 

593

 

Deferred transaction costs

 

 

 

 

(11

)

 

 

(11

)

Long-term debt

 

 

 

$

529

 

 

$

582

 

 

 

 

 

 

 

 

 

 

Non-current portion of long-term debt

 

 

 

$

529

 

 

$

582

 

Long-term debt

 

 

 

$

529

 

 

$

582

 

The 2031 Notes bear interest at 6.875% per annum payable semi-annually in arrears.

During the quarter, Enerflex entered into an agreement to extend the maturity date of its RCF by approximately one year to June 30, 2029, the availability remained unchanged at $800 million, however the RCF limit may now be increased by $200 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, 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 June 30, 2026, the Company utilized $74 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 to request the same forms of credit as under the RCF. This LC Facility is supported by performance security guarantees provided by Export Development Canada. As at June 30, 2026, the Company had utilized $24 million of the $70 million available limit.

The weighted average interest rate on the RCF for the six months ended June 30, 2026 was 4.9% (Twelve months ended December 31, 2025 – 5.6%).

At June 30, 2026, without considering renewal at similar terms, the USD equivalent principal payments due over the next five years are $540 million.

The Company is required to maintain certain covenants on the RCF and the 2031 Notes. As at June 30, 2026, the Company was in compliance with its covenants, as shown below:

 

 

 

 

Six months ended June 30

 

2026

 

 

2025

 

 

Requirement

 

Performance

 

 

Performance

Senior secured net funded debt to EBITDA ratio1 – Maximum

 

2.5x

 

 

0.1

x

 

0.2x

Bank-adjusted net debt to EBITDA ratio2 – Maximum

 

4.0x

 

 

0.8

x

 

1.3x

Interest coverage ratio3 – Minimum

 

2.5x

 

 

5.4

x

 

5.4x

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.

 

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

 

 


 

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 fair value of the redemption options as at June 30, 2026 was $6 million and is included in Other assets on the interim condensed consolidated statement of financial position (December 31, 2025 – nil).

Note 8. Revenue

Revenue by product line was as follows:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Energy Infrastructure ("EI")

 

$

148

 

 

$

147

 

 

$

297

 

 

$

300

 

After-Market Services ("AMS")

 

 

134

 

 

 

124

 

 

 

241

 

 

 

244

 

Engineered Systems ("ES")

 

 

300

 

 

 

344

 

 

 

628

 

 

 

623

 

Total revenue

 

$

582

 

 

$

615

 

 

$

1,166

 

 

$

1,167

 

 

 

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

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

United States

 

$

294

 

 

$

277

 

 

$

612

 

 

$

523

 

Canada

 

 

56

 

 

 

88

 

 

 

112

 

 

 

164

 

Argentina

 

 

44

 

 

 

46

 

 

 

83

 

 

 

103

 

Oman

 

 

36

 

 

 

31

 

 

 

72

 

 

 

63

 

Nigeria

 

 

29

 

 

 

33

 

 

 

67

 

 

 

61

 

Mexico

 

 

24

 

 

 

18

 

 

 

39

 

 

 

34

 

Australia

 

 

18

 

 

 

17

 

 

 

36

 

 

 

35

 

Brazil

 

 

15

 

 

 

15

 

 

 

34

 

 

 

29

 

Bahrain

 

 

13

 

 

 

14

 

 

 

26

 

 

 

29

 

Iraq

 

 

12

 

 

 

7

 

 

 

18

 

 

 

13

 

Others

 

 

41

 

 

 

69

 

 

 

67

 

 

 

113

 

Total revenue

 

$

582

 

 

$

615

 

 

$

1,166

 

 

$

1,167

 

For the six months ended June 30, 2026, the Company had no individual customer which accounted for more than 10% of its revenue (June 30, 2025 – nil).

 

The following table outlines the Company’s unsatisfied performance obligations, by product line, as at June 30, 2026:

 

 

Less than one year

 

 

One to two years

 

 

Greater than two years

 

 

Total

 

EI

 

$

393

 

 

$

289

 

 

$

511

 

 

$

1,193

 

AMS

 

 

104

 

 

 

28

 

 

 

59

 

 

 

191

 

ES

 

 

1,202

 

 

 

238

 

 

 

13

 

 

 

1,453

 

 Total

 

$

1,699

 

 

$

555

 

 

$

583

 

 

$

2,837

 

 

 

img108263785_1.jpg

F-11 img108263785_2.jpg

 


 

Note 9. 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 June 30,

 

 

Six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Core SG&A1

 

$

58

 

 

$

52

 

 

$

113

 

 

$

106

 

Share-based compensation

 

 

19

 

 

 

3

 

 

 

41

 

 

 

-

 

Depreciation and amortization

 

 

3

 

 

 

6

 

 

 

6

 

 

 

12

 

Bad debt expense

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

Total SG&A

 

$

81

 

 

$

61

 

 

$

160

 

 

$

118

 

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

Note 10. Segmented Information

The Company has identified three reporting segments for external reporting:

NAM consists of operations in Canada and the USA.
LATAM consists of operations in core countries of Argentina, Brazil, and Mexico, and also includes operations within the Andean regions of Bolivia, Colombia, and Peru.
EH consists of operations in the Middle East, Africa, Europe, and APAC.

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.

Operating results for the Company’s reportable segments for the three months ended June 30, 2026 were as follows:

 

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Three months ended June 30,

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Segment revenue

 

$

406

 

 

$

435

 

 

$

92

 

 

$

89

 

 

$

91

 

 

$

93

 

 

$

589

 

 

$

617

 

Intersegment revenue

 

 

(7

)

 

 

(2

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7

)

 

 

(2

)

Revenue

 

 

399

 

 

 

433

 

 

 

92

 

 

 

89

 

 

 

91

 

 

 

93

 

 

 

582

 

 

 

615

 

EI

 

 

42

 

 

 

38

 

 

 

62

 

 

 

69

 

 

 

44

 

 

 

40

 

 

 

148

 

 

 

147

 

AMS

 

 

70

 

 

 

64

 

 

 

19

 

 

 

15

 

 

 

45

 

 

 

45

 

 

 

134

 

 

 

124

 

ES

 

 

287

 

 

 

331

 

 

 

11

 

 

 

5

 

 

 

2

 

 

 

8

 

 

 

300

 

 

 

344

 

Revenue

 

 

399

 

 

 

433

 

 

 

92

 

 

 

89

 

 

 

91

 

 

 

93

 

 

 

582

 

 

 

615

 

EI

 

 

22

 

 

 

21

 

 

 

41

 

 

 

45

 

 

 

26

 

 

 

28

 

 

 

89

 

 

 

94

 

AMS

 

 

58

 

 

 

52

 

 

 

14

 

 

 

11

 

 

 

34

 

 

 

35

 

 

 

106

 

 

 

98

 

ES

 

 

237

 

 

 

273

 

 

 

10

 

 

 

5

 

 

 

1

 

 

 

6

 

 

 

248

 

 

 

284

 

COGS1

 

 

317

 

 

 

346

 

 

 

65

 

 

 

61

 

 

 

61

 

 

 

69

 

 

 

443

 

 

 

476

 

EI

 

 

20

 

 

 

17

 

 

 

21

 

 

 

24

 

 

 

18

 

 

 

12

 

 

 

59

 

 

 

53

 

AMS

 

 

12

 

 

 

12

 

 

 

5

 

 

 

4

 

 

 

11

 

 

 

10

 

 

 

28

 

 

 

26

 

ES

 

 

50

 

 

 

58

 

 

 

1

 

 

 

-

 

 

 

1

 

 

 

2

 

 

 

52

 

 

 

60

 

Gross Margin

 

 

82

 

 

 

87

 

 

 

27

 

 

 

28

 

 

 

30

 

 

 

24

 

 

 

139

 

 

 

139

 

SG&A1

 

 

49

 

 

 

35

 

 

 

12

 

 

 

9

 

 

 

20

 

 

 

17

 

 

 

81

 

 

 

61

 

Foreign exchange (gain) loss

 

 

1

 

 

 

2

 

 

 

(1

)

 

 

(1

)

 

 

-

 

 

 

1

 

 

 

-

 

 

 

2

 

Operating income

 

$

32

 

 

$

50

 

 

$

16

 

 

$

20

 

 

$

10

 

 

$

6

 

 

$

58

 

 

$

76

 

1 Depreciation and amortization for the reporting segments are recorded in COGS and SG&A. During the three months ended June 30, 2026, the amount of depreciation and amortization in NAM was $16 million (June 30, 2025 $15 million); LATAM was $9 million (June 30, 2025 $10 million); and EH was $12 million (June 30, 2025 $17 million).

 

 

 

 

 

 

 

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

 

 


 

Operating results for the Company’s reportable segments for the six months ended June 30, 2026 were as follows:

 

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Six months ended June 30,

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Segment revenue

 

$

825

 

 

$

803

 

 

$

170

 

 

$

191

 

 

$

180

 

 

$

182

 

 

$

1,175

 

 

$

1,176

 

Intersegment revenue

 

 

(8

)

 

 

(8

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

(1

)

 

 

(9

)

 

 

(9

)

Revenue

 

 

817

 

 

 

795

 

 

 

170

 

 

 

191

 

 

 

179

 

 

 

181

 

 

 

1,166

 

 

 

1,167

 

EI

 

 

82

 

 

 

74

 

 

 

125

 

 

 

143

 

 

 

90

 

 

 

83

 

 

 

297

 

 

 

300

 

AMS

 

 

125

 

 

 

124

 

 

 

32

 

 

 

35

 

 

 

84

 

 

 

85

 

 

 

241

 

 

 

244

 

ES

 

 

610

 

 

 

597

 

 

 

13

 

 

 

13

 

 

 

5

 

 

 

13

 

 

 

628

 

 

 

623

 

Revenue

 

 

817

 

 

 

795

 

 

 

170

 

 

 

191

 

 

 

179

 

 

 

181

 

 

 

1,166

 

 

 

1,167

 

EI

 

 

43

 

 

 

39

 

 

 

80

 

 

 

96

 

 

 

50

 

 

 

55

 

 

 

173

 

 

 

190

 

AMS

 

 

105

 

 

 

104

 

 

 

23

 

 

 

25

 

 

 

65

 

 

 

65

 

 

 

193

 

 

 

194

 

ES

 

 

501

 

 

 

495

 

 

 

12

 

 

 

11

 

 

 

3

 

 

 

10

 

 

 

516

 

 

 

516

 

COGS1

 

 

649

 

 

 

638

 

 

 

115

 

 

 

132

 

 

 

118

 

 

 

130

 

 

 

882

 

 

 

900

 

EI

 

 

39

 

 

 

35

 

 

 

45

 

 

 

47

 

 

 

40

 

 

 

28

 

 

 

124

 

 

 

110

 

AMS

 

 

20

 

 

 

20

 

 

 

9

 

 

 

10

 

 

 

19

 

 

 

20

 

 

 

48

 

 

 

50

 

ES

 

 

109

 

 

 

102

 

 

 

1

 

 

 

2

 

 

 

2

 

 

 

3

 

 

 

112

 

 

 

107

 

Gross Margin

 

 

168

 

 

 

157

 

 

 

55

 

 

 

59

 

 

 

61

 

 

 

51

 

 

 

284

 

 

 

267

 

SG&A1

 

 

98

 

 

 

67

 

 

 

23

 

 

 

19

 

 

 

39

 

 

 

32

 

 

 

160

 

 

 

118

 

FX (gain) loss

 

 

-

 

 

 

2

 

 

 

(2

)

 

 

(1

)

 

 

-

 

 

 

1

 

 

 

(2

)

 

 

2

 

Operating income

 

$

70

 

 

$

88

 

 

$

34

 

 

$

41

 

 

$

22

 

 

$

18

 

 

$

126

 

 

$

147

 

1 Depreciation and amortization for the reporting segments are recorded in COGS and SG&A. During the six months ended June 30, 2026, the amount of depreciation and amortization in NAM was $31 million (June 30, 2025 $31 million); LATAM was $19 million (June 30, 2025 $21 million); and EH was $24 million (June 30, 2025 $29 million).

 

Note 11. Finance Costs and Income

Net finance costs comprised of the following:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest on debt

 

$

11

 

 

$

16

 

 

$

20

 

 

$

32

 

Accretion of Notes discount and deferred transaction costs

 

 

-

 

 

 

2

 

 

 

1

 

 

 

4

 

Lease interest expense

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

Other interest expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5

 

Total finance costs

 

$

12

 

 

$

19

 

 

$

23

 

 

$

43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance Income

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

-

 

 

 

1

 

 

 

1

 

 

 

2

 

Net finance costs

 

$

12

 

 

$

18

 

 

$

22

 

 

$

41

 

 

Note 12. 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 June 30, 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 June 30, 2026.

The carrying value and estimated fair value of borrowings under the long-term debt as at June 30, 2026, was $529 million and $571 million, respectively (December 31, 2025 – $582 million and $607 million, respectively). The fair value of the 2031 Notes at June 30, 2026, was determined on a discounted cash flow basis with a weighted average discount rate of 6.0% (December 31, 2025 – 6.2%), while the fair value of the RCF approximates the amount outstanding under the RCF.

 

img108263785_1.jpg

F-13 img108263785_2.jpg

 


 

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 June 30, 2026:

 

 

 

Notional amount

 

 

Maturity

Canadian Dollar Denominated Contracts

 

 

 

 

 

 

 

Purchase contracts

 

USD

 

$

89

 

 

July 2026 - June 2028

Purchase contracts

 

EUR

 

$

24

 

 

July 2026 - February 2028

Sales contracts

 

USD

 

$

(85

)

 

July 2026 - September 2027

At June 30, 2026, the fair value of derivative financial instruments classified as financial assets was approximately $3 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 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 sell 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 $1 million on its USD denominated financial instruments.

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 six months ended June 30, 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 June 30, 2026, $32 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 $2 million, which would be recorded in the consolidated statement of comprehensive income.

 

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

 

 


 

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 six months ended June 30, 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 13. Supplemental Cash Flow Information

Changes in working capital and other during the period:

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

20261

 

 

2025

 

 

20261

 

 

2025

 

Accounts receivable

 

$

4

 

 

$

(37

)

 

$

(51

)

 

$

(17

)

Unbilled revenue

 

 

(4

)

 

 

(11

)

 

 

14

 

 

 

(17

)

EI assets - finance leases receivable

 

 

11

 

 

 

8

 

 

 

20

 

 

 

16

 

Inventories

 

 

(36

)

 

 

(35

)

 

 

(56

)

 

 

(46

)

Inventories - WIP related to EI assets - finance leases receivable

 

 

-

 

 

 

(37

)

 

 

-

 

 

 

(56

)

Income taxes receivable

 

 

(4

)

 

 

(1

)

 

 

2

 

 

 

(2

)

Prepayments

 

 

(9

)

 

 

4

 

 

 

(16

)

 

 

14

 

Accounts payable and accrued liabilities and provisions2

 

 

12

 

 

 

40

 

 

 

(10

)

 

 

53

 

Income taxes payable

 

 

(15

)

 

 

(19

)

 

 

(3

)

 

 

(25

)

Deferred revenue

 

 

45

 

 

 

(6

)

 

 

45

 

 

 

20

 

Foreign currency and other

 

 

(2

)

 

 

1

 

 

 

(6

)

 

 

1

 

Net change in working capital and other

 

$

2

 

 

$

(93

)

 

$

(61

)

 

$

(59

)

1 Includes working capital changes associated with the APAC divestiture. Refer to Note 5 - "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 June 30,

 

 

Six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest paid – long-term borrowings

 

$

4

 

 

$

29

 

 

$

7

 

 

$

33

 

Interest paid – lease liabilities

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

Total interest paid

 

$

5

 

 

$

30

 

 

$

9

 

 

$

35

 

Interest received

 

 

-

 

 

 

1

 

 

 

1

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes paid

 

 

33

 

 

 

35

 

 

 

36

 

 

 

63

 

 

Note 14. Guarantees, Commitments, and Contingencies

Guarantees

At June 30, 2026, the Company had outstanding letters of credit of $98 million (December 31, 2025 – $103 million). Of the total outstanding letters of credit, $74 million (December 31, 2025 – $77 million) are funded from the RCF and $24 million (December 31, 2025 – $26 million) are funded from the $70 million LC Facility.

Commitments

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

 2026

 

$

521

 

 2027

 

 

357

 

 2028

 

 

191

 

 2029

 

 

53

 

 

 

img108263785_1.jpg

F-15 img108263785_2.jpg

 


 

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 that such 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. Enerflex’s expectations and estimates are based on information known about the legal matters and its experience in contesting, litigating and settling similar matters, however the eventual results of 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 the Company’s or its subsidiaries’ 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.

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 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 accordance with the arbitration timeline, the customer filed its Statement of Reply and Defence to Counterclaim in Q4 2025 to which the Company responded in Q1 2026 by filing its Statement of Rejoinder and Reply to Defence to Counterclaim.

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. Through the ongoing arbitration proceedings, Enerflex intends to continue vigorously defending itself against the customer’s claims while pursuing its own counterclaims.

As at June 30, 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 15. Subsequent Events

Subsequent to June 30, 2026, Enerflex declared a quarterly dividend of CAD $0.0425 per common share, payable on September 2, 2026 to shareholders of record on August 19, 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.

 

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

 

 


 

img109187306_0.jpg

August 5, 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 and six months ended June 30, 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.

Outlook

We continue to see favorable multi-year fundamentals across our core markets, driven by increasing natural gas and liquids production. Operating results are expected 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 $1.2 billion of revenue over their remaining terms.

Performance for Enerflex's Engineered Systems ("ES") product line is expected to benefit from healthy demand for compression and processing equipment across our key markets and a backlog of approximately $1.5 billion as at June 30, 2026, the majority of which is expected to convert into revenue over the next 12 months. Interest in distributed power solutions also continues to build, with our pipeline of opportunities now exceeding seven gigawatts across data center and other power generation applications.

Enerflex's strategic priorities include:

(1)
driving productivity improvements across the Company’s global operations through operational excellence;
(2)
focusing on the highest-value growth opportunities and markets where the Company can win, including advancing opportunities in distributed power generation alongside its core natural gas infrastructure markets; and

 

img109187306_1.gif

M-1 img109187306_2.jpg

 


 

(3)
allocating capital to drive long-term value creation through disciplined growth, maximizing free cash flow, and providing direct shareholder returns.

Capital Allocation

Enerflex is refining its capital expenditure guidance for 2026, with the Company now targeting organic capital expenditures of $185 million to $195 million (prior guidance of $175 million to $195 million). This includes: (1) organic growth capital expenditures of approximately $100 million (prior guidance 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.

Enerflex continues to evaluate selective, disciplined bolt-on acquisition opportunities. Inorganic growth will be focused on enhancing capabilities and accelerating scale in the Company’s core North American markets. All opportunities will be balanced with Enerflex’s focus on maintaining a strong financial position and opportunities to provide direct shareholder returns.

 

img109187306_3.jpg M-2Q2 2026 Report

 

 


 

Summary Results

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except per share amounts, percentages and ratios)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

582

 

 

$

615

 

 

$

1,166

 

 

$

1,167

 

Gross margin ("GM")

 

 

139

 

 

 

139

 

 

 

284

 

 

 

267

 

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

 

 

23.9

%

 

 

22.6

%

 

 

24.4

%

 

 

22.9

%

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

 

 

81

 

 

 

61

 

 

 

160

 

 

 

118

 

Operating income

 

 

58

 

 

 

76

 

 

 

126

 

 

 

147

 

EBITDA1

 

 

94

 

 

 

134

 

 

 

204

 

 

 

239

 

EBIT1

 

 

57

 

 

 

92

 

 

 

130

 

 

 

158

 

Net earnings

 

 

30

 

 

 

60

 

 

 

73

 

 

 

84

 

Earnings per share - basic

 

 

0.25

 

 

 

0.49

 

 

 

0.60

 

 

 

0.68

 

Long-term debt

 

 

529

 

 

 

679

 

 

 

529

 

 

 

679

 

Net debt2

 

 

455

 

 

 

608

 

 

 

455

 

 

 

608

 

Cash provided by (used in) operating activities

 

 

89

 

 

 

(4

)

 

 

121

 

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Financial Performance Indicators (“KPIs”)

 

 

 

 

 

 

 

 

 

 

 

 

ES backlog3

 

$

1,453

 

 

$

1,227

 

 

$

1,453

 

 

$

1,227

 

ES bookings3

 

 

488

 

 

 

365

 

 

 

971

 

 

 

570

 

EI contract backlog4

 

 

1,193

 

 

 

1,462

 

 

 

1,193

 

 

 

1,462

 

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

 

 

173

 

 

 

175

 

 

 

352

 

 

 

336

 

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

 

 

29.7

%

 

 

28.5

%

 

 

30.2

%

 

 

28.8

%

Adjusted EBITDA6

 

 

128

 

 

 

130

 

 

 

265

 

 

 

243

 

Free cash flow7

 

 

32

 

 

 

(39

)

 

 

47

 

 

 

46

 

Bank-adjusted net debt to EBITDA ratio7

 

 

0.8

x

 

1.3x

 

 

 

0.8

x

 

1.3x

 

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

 

 

15.4

%

 

 

16.4

%

 

 

15.4

%

 

 

16.4

%

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 period.

 

 

img109187306_4.jpg

M-3 img109187306_5.jpg

 


 

Results Overview

Enerflex generated revenue of $582 million for the three months ended June 30, 2026, a decrease of $33 million compared to the same period in 2025. The decrease was primarily driven by lower ES revenue resulting from project sequencing and resource allocation for expansion of the USA contract compression fleet in North America (“NAM”), partially offset by stronger AMS parts sales and service utilization in NAM and Latin America ("LATAM"). Revenue for the six months ended June 30, 2026 of $1.2 billion was consistent with the same period in 2025, impacted by lower NAM ES revenue in the second quarter, lower EI asset sales in LATAM, and reduced AMS activity in the first quarter of the year. These decreases were largely offset by strong NAM ES activity in the first quarter of the year and increased EI revenue from the Bisat-C Expansion project in Eastern Hemisphere (“EH”) and increased EI horsepower deployed in NAM.
Gross margin for the three months ended June 30, 2026 was $139 million and 23.9%, compared to $139 million and 22.6% in the same period of 2025. The gross margin performance was primarily driven by EI margin contribution from the Bisat-C Expansion and increased horsepower deployed in NAM, and increased AMS contribution, offset by lower contribution from the ES product line and lower EI asset sales in LATAM. The increased gross margin percentage was the result of higher margin contribution from the EI product line. Gross margin for the six months ended June 30, 2026 was $284 million and 24.4%, increasing from $267 million and 22.9% for the same period of 2025, attributable to higher EI margin contribution from EH and NAM, partially offset by lower AMS activity in the first quarter.
SG&A was $81 million and $160 million for the three and six months ended June 30, 2026, increasing by $20 million and $42 million compared to the same periods in 2025. The increases were primarily driven by higher share-based compensation expense resulting from an increased share price, costs associated with enhanced capabilities to support growth and optimization across the business, and costs incurred for strategic restructuring activities including the divestiture of AMS operations in the Asia Pacific (the "APAC") region.
Net earnings of $30 million ($0.25 per share) and $73 million ($0.60 per share) for the three and six months ended June 30, 2026 decreased compared to the same periods in 2025, attributable to higher SG&A and lower unrealized gains on redemption options in the current quarter, partially offset by lower net finance costs. Net earnings for the six months ended June 30, 2026 was also impacted by higher gross margin.
Adjusted EBITDA of $128 million for the three months ended June 30, 2026 decreased from $130 million in the same period in 2025. The decrease was primarily attributable to increased SG&A resulting from costs associated with enhanced capabilities. Adjusted EBITDA of $265 million for the six months ended June 30, 2026, increased from $243 million in the same period of 2025, predominantly driven by higher gross margin and contribution from the Bisat-C Expansion in EH, partially offset by higher SG&A.
Cash provided by operating activities of $89 million for the three months ended June 30, 2026 increased compared to cash used of $4 million for the same period in 2025, mainly attributable to a net working capital recovery in the current period, compared to a use in the same period of 2025. Cash provided by operating activities of $121 million during the six months ended June 30, 2026 increased compared to $92 million in the same period of 2025, mainly attributable to higher funds generated from operations. Continued strong operating cash flows continue to support investments in the business, including fleet growth initiatives, while also supporting debt repayment.
Free cash flow ("FCF") generated was $32 million during the second quarter of 2026, compared to a use of $39 million in the same period of 2025. The improvement was attributable to lower use of working capital, partially offset by higher capital expenditures and lower proceeds from sale of EI assets in LATAM. FCF of $47 million during the six months ended June 30, 2026, increased slightly compared to $46 million during the same period in 2025, attributable to increased funds generated from operations, partially offset by increased capital expenditures, lower proceeds on sale of EI assets in LATAM, and higher use of working capital in the first quarter of 2026.

 

img109187306_3.jpg M-4Q2 2026 Report

 

 


 

Return on capital employed (“ROCE”) decreased to 15.4% in the three months ended June 30, 2026, compared to 16.4% in the same period in 2025. The decrease reflects lower EBIT generated in the second quarter of 2026, attributable to higher SG&A and lower unrealized gains on redemption options.
During the quarter, Enerflex entered into an amended and restated credit agreement with respect to its syndicated secured revolving credit facility (the “RCF”). The maturity date of the RCF has been extended by approximately one year to June 30, 2029, and availability is unchanged at $800 million, however the RCF limit may now be increased by $200 million at the request of the Company, subject to the lenders’ consent compared to $50 million previously. The amendment supports the Company's liquidity and financial flexibility.
Enerflex continues to manage its leverage ratio through strong performance and disciplined capital allocation, which resulted in a reduction of its net funded debt to EBITDA (“bank-adjusted net debt to EBITDA”) ratio to approximately 0.8x at the end of the second quarter of 2026. At June 30, 2026, the Company was in compliance with its covenants.
The Company invested $53 million in capital expenditures ("CAPEX") during the three months ended June 30, 2026, comprised of $18 million in maintenance expenditures across the global EI assets and PP&E, and $35 million in growth expenditures, primarily allocated to expand the Company's contract compression fleet in the USA.
ES backlog was $1.5 billion at June 30, 2026, increasing from $1.1 billion at December 31, 2025. The increase was primarily attributable to new bookings secured in NAM and LATAM segments, partially offset by advancement of ES projects in NAM during the six months ended June 30, 2026. Enerflex's backlog continues to provide strong visibility into future revenue generation and business activity levels for the ES product line.
Enerflex recorded ES bookings of $488 million during the three months ended June 30, 2026, compared to $365 million during the same period of 2025, primarily driven by continued steady client demand for compression and processing products in NAM. ES bookings included a broad mix of end markets, including cryogenic gas processing, refrigeration for LNG export, large compression stations and power generation. The ES product line has realized a stronger book-to-bill ratio (calculated as bookings divided by revenue) of 1.6x during the three months ended June 30, 2026, primarily due to higher bookings and lower ES revenue during the quarter attributable to project sequencing and resource allocation for expansion of the USA contract compression fleet. Stronger ES book-to-bill ratio indicates that new bookings continue to well outpace revenue recognition. Enerflex recorded ES bookings of $971 million during the first half of 2026, compared to $570 million during the same period of 2025.
Enerflex's EI contract backlog of $1.2 billion at June 30, 2026, has decreased from $1.3 billion at December 31, 2025, attributable to revenue recognized during the six months ended June 30, 2026, partially offset by new EI bookings across all segments.
During the first quarter of 2026, Enerflex entered into a definitive agreement to divest most of its AMS operations in the APAC region to INNIO Group, with closing expected in the second half of 2026 subject to customary conditions and regulatory approvals. The related assets and liabilities are classified as held for sale. Refer to Note 5 of the Financial Statements.
During the second quarter, the Company aligned its Canadian and USA operations under a unified North American framework to enhance collaboration, leverage scale, improve operational efficiency, and strengthen customer service across the region.

 

img109187306_4.jpg

M-5 img109187306_5.jpg

 


 

Enerflex is closely monitoring the conflict in the Middle East, and to-date, the Company’s operations in the region have operated uninterrupted. Local teams have established response processes and contingency planning, ensuring continued safety of our people and reliability of the Company’s operations. Enerflex’s operations in the Middle East, which are principally in Bahrain and Oman comprise 17 distinct natural gas and produced water projects, and an installed compression and power generation fleet of approximately 350,000 horsepower.
Enerflex has secured a commitment for gas compression stations in the Vaca Muerta unconventional play in Argentina. The equipment is supported by a long-term EI and AMS contract with a strategic client partner.
Subsequent to June 30, 2026, Enerflex declared a quarterly dividend of CAD $0.0425 per common share, payable on September 2, 2026 to shareholders of record on August 19, 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.

 

img109187306_3.jpg M-6Q2 2026 Report

 

 


 

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 are not indicative of the ongoing normal operations of the Company.

The Company incurred costs associated with strategic restructuring initiatives to enhance operational efficiency, including the planned disposition of its APAC operations and the restructuring of its NAM business. These initiatives commenced in the first quarter of 2026 and the adjustment to the second quarter results reflects restructuring-related costs incurred during the first six months of the year which are not considered to be in the normal course of continuing operations and are directly attributable to the execution of the Company's business optimization activities.

Adjusted EBITDA is presented by reporting segment as follows:

Three months ended June 30, 2026

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings1

 

 

 

 

 

 

 

 

 

 

$

30

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

15

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

12

 

EBIT3

 

$

33

 

 

$

13

 

 

$

10

 

 

$

57

 

Depreciation and amortization

 

 

16

 

 

 

9

 

 

 

12

 

 

 

37

 

EBITDA

 

$

49

 

 

$

22

 

 

$

22

 

 

$

94

 

Restructuring and transaction costs

 

 

3

 

 

 

-

 

 

 

2

 

 

 

5

 

Share-based compensation

 

 

13

 

 

 

3

 

 

 

3

 

 

 

19

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

11

 

 

 

11

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(1

)

Adjusted EBITDA

 

$

65

 

 

$

25

 

 

$

38

 

 

$

128

 

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 have therefore not been allocated to reporting segments.

3EBIT includes $1 million unrealized gain on redemption options associated with the USD denominated senior unsecured notes (the "2031 Notes"). Debt is managed within Corporate and is not allocated to reporting segments.

Three months ended June 30, 2025

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings 1

 

 

 

 

 

 

 

 

 

 

$

60

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

14

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

18

 

EBIT3

 

$

51

 

 

$

20

 

 

$

6

 

 

$

92

 

Depreciation and amortization

 

 

15

 

 

 

10

 

 

 

17

 

 

 

42

 

EBITDA

 

$

66

 

 

$

30

 

 

$

23

 

 

$

134

 

Share-based compensation

 

 

2

 

 

 

1

 

 

 

-

 

 

 

3

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

8

 

 

 

8

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(15

)

Adjusted EBITDA

 

$

68

 

 

$

31

 

 

$

31

 

 

$

130

 

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

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

3EBIT includes $15 million unrealized gain on redemption options associated with the 9.0% senior secured notes (the "2027 Notes"). Debt is managed within Corporate and is not allocated to reporting segments.

 

img109187306_4.jpg

M-7 img109187306_5.jpg

 


 

Six months ended June 30, 2026

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings1

 

 

 

 

 

 

 

 

 

 

$

73

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

35

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

22

 

EBIT3

 

$

71

 

 

$

31

 

 

$

22

 

 

$

130

 

Depreciation and amortization

 

 

31

 

 

 

19

 

 

 

24

 

 

 

74

 

EBITDA

 

$

102

 

 

$

50

 

 

$

46

 

 

$

204

 

Restructuring and transaction costs

 

 

3

 

 

 

-

 

 

 

2

 

 

 

5

 

Share-based compensation

 

 

28

 

 

 

6

 

 

 

7

 

 

 

41

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

21

 

 

 

21

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(6

)

Adjusted EBITDA

 

$

133

 

 

$

56

 

 

$

76

 

 

$

265

 

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 have therefore not been allocated to reporting segments.

3EBIT includes $6 million unrealized gain on redemption options associated with the 2031 Notes. Debt is managed within Corporate and is not allocated to reporting segments.

Six months ended June 30, 2025

 

($ millions)

 

NAM

 

 

LATAM

 

 

EH

 

 

Total

 

Net earnings1

 

 

 

 

 

 

 

 

 

 

$

84

 

Income taxes1

 

 

 

 

 

 

 

 

 

 

 

33

 

Net finance costs1,2

 

 

 

 

 

 

 

 

 

 

 

41

 

EBIT3

 

$

89

 

 

$

39

 

 

$

18

 

 

$

158

 

Depreciation and amortization

 

 

31

 

 

 

21

 

 

 

29

 

 

 

81

 

EBITDA

 

$

120

 

 

$

60

 

 

$

47

 

 

$

239

 

Impact of finance leases

 

 

 

 

 

 

 

 

 

 

 

 

Principal payments received

 

 

-

 

 

 

-

 

 

 

16

 

 

 

16

 

Unrealized gain on redemption options3

 

 

 

 

 

 

 

 

 

 

 

(12

)

Adjusted EBITDA

 

$

120

 

 

$

60

 

 

$

63

 

 

$

243

 

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

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

3EBIT includes $12 million unrealized gain 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.

 

 

img109187306_3.jpg M-8Q2 2026 Report

 

 


 

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 8 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 $1.5 billion at June 30, 2026, increasing from $1.1 billion at December 31, 2025. The increase was primarily attributable to new bookings secured in NAM and LATAM segments, partially offset by advancement of ES projects in NAM during the six months ended June 30, 2026. Enerflex's ES backlog continues to provide strong visibility into future revenue generation and business activity levels.

The 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:

img109187306_6.jpg

Enerflex recorded ES bookings of $488 million during the three months ended June 30, 2026, an increase from $365 million during the same period of 2025, driven by continued demand for the Company's compression and processing products. Enerflex recorded ES bookings of $971 million during the first half of 2026, compared to $570 million during the same period of 2025.

The ES product line realized a stronger book-to-bill ratio of 1.6x during the three months ended June 30, 2026, indicating that new bookings continue to well outpace revenue recognition. The current ratio supports near-term revenue visibility and reflects a stable demand environment. The 8-quarter average book-to-bill ratio of 1.1x is 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.

 

img109187306_4.jpg

M-9 img109187306_5.jpg

 


 

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 8 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)

 

June 30, 2026

 

 

December 31, 2025

 

NAM

 

$

143

 

 

$

160

 

LATAM

 

 

337

 

 

 

361

 

EH

 

 

713

 

 

 

800

 

Total EI contract backlog

 

$

1,193

 

 

$

1,321

 

 

Enerflex's EI contract backlog of $1.2 billion at June 30, 2026, decreased from the $1.3 billion at December 31, 2025, attributable to revenue recognized during the six months ended June 30, 2026, partially offset by new EI bookings across all segments.

Segmented Results

Enerflex has three reporting segments: NAM, LATAM, and EH, each of which is 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.

 

img109187306_3.jpg M-10Q2 2026 Report

 

 


 

NAM

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

ES backlog

 

$

1,410

 

 

$

1,048

 

 

$

1,410

 

 

$

1,048

 

ES bookings

 

 

469

 

 

 

357

 

 

 

932

 

 

 

526

 

EI contract backlog

 

 

143

 

 

 

152

 

 

 

143

 

 

 

152

 

Segment revenue

 

$

406

 

 

$

435

 

 

$

825

 

 

$

803

 

Intersegment revenue

 

 

(7

)

 

 

(2

)

 

 

(8

)

 

 

(8

)

Revenue

 

$

399

 

 

$

433

 

 

$

817

 

 

$

795

 

EI

 

$

42

 

 

$

38

 

 

$

82

 

 

$

74

 

AMS

 

 

70

 

 

 

64

 

 

 

125

 

 

 

124

 

ES

 

 

287

 

 

 

331

 

 

 

610

 

 

 

597

 

Revenue

 

 

399

 

 

 

433

 

 

 

817

 

 

 

795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

20

 

 

 

17

 

 

 

39

 

 

 

35

 

AMS

 

 

12

 

 

 

12

 

 

 

20

 

 

 

20

 

ES

 

 

50

 

 

 

58

 

 

 

109

 

 

 

102

 

GM

 

 

82

 

 

 

87

 

 

 

168

 

 

 

157

 

GM %

 

 

20.6

%

 

 

20.1

%

 

 

20.6

%

 

 

19.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

31

 

 

 

28

 

 

 

61

 

 

 

54

 

AMS

 

 

14

 

 

 

13

 

 

 

23

 

 

 

23

 

ES

 

 

52

 

 

 

59

 

 

 

113

 

 

 

105

 

GM before D&A

 

 

97

 

 

 

100

 

 

 

197

 

 

 

182

 

GM before D&A %

 

 

24.3

%

 

 

23.1

%

 

 

24.1

%

 

 

22.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

 

49

 

 

 

35

 

 

 

98

 

 

 

67

 

Foreign exchange loss

 

 

1

 

 

 

2

 

 

 

-

 

 

 

2

 

Operating income

 

 

32

 

 

 

50

 

 

 

70

 

 

 

88

 

EBIT

 

 

33

 

 

 

51

 

 

 

71

 

 

 

89

 

EBITDA

 

 

49

 

 

 

66

 

 

 

102

 

 

 

120

 

Adjusted EBITDA

 

 

65

 

 

 

68

 

 

 

133

 

 

 

120

 

 

ES backlog increased to $1.4 billion at June 30, 2026. ES bookings of $469 million for the second quarter of 2026 increased by $112 million compared to the same period in 2025, attributable to stronger activity levels in the region. The continued strong bookings reflect sustained demand within the energy sector.

Revenue for the three months ended June 30, 2026 decreased by $34 million compared to the same period in 2025, primarily driven by lower ES revenue due to project sequencing and resource allocation for expansion of the USA contract compression fleet in the second quarter of 2026. These were partially offset by higher AMS revenue driven by parts sales and additional horsepower deployed in the EI business. Revenue increased by $22 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by higher revenue across all product lines, with higher ES operational activity in the first quarter of 2026.

Gross margin decreased by $5 million during the three months ended June 30, 2026, compared to the same period in 2025, primarily attributable to lower contribution from the ES product line, partially offset by increased EI contribution. Gross margin increased by $11 million during the six months ended June 30, 2026, compared to the same period in 2025, attributable to higher ES operational activity in the first quarter of 2026 and increased horsepower deployed in the EI business.

SG&A expenses increased by $14 million and $31 million for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily driven by higher share-based compensation resulting from increased share price and costs to support business growth and optimization.

At June 30, 2026, the USA contract compression fleet totaled 496,000 horsepower. The average utilization for the three and six months ended June 30, 2026 of 93% remained relatively consistent with the 94% realized for the three and six months ended June 30, 2025.

 

img109187306_4.jpg

M-11 img109187306_5.jpg

 


 

LATAM

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

ES backlog

 

$

25

 

 

$

9

 

 

$

25

 

 

$

9

 

ES bookings

 

 

18

 

 

 

1

 

 

 

35

 

 

 

6

 

EI contract backlog

 

 

337

 

 

 

422

 

 

 

337

 

 

 

422

 

Segment revenue

 

$

92

 

 

$

89

 

 

$

170

 

 

$

191

 

Intersegment revenue

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Revenue

 

$

92

 

 

$

89

 

 

$

170

 

 

$

191

 

EI

 

$

62

 

 

$

69

 

 

$

125

 

 

$

143

 

AMS

 

 

19

 

 

 

15

 

 

 

32

 

 

 

35

 

ES

 

 

11

 

 

 

5

 

 

 

13

 

 

 

13

 

Revenue

 

 

92

 

 

 

89

 

 

 

170

 

 

 

191

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

21

 

 

 

24

 

 

 

45

 

 

 

47

 

AMS

 

 

5

 

 

 

4

 

 

 

9

 

 

 

10

 

ES

 

 

1

 

 

 

-

 

 

 

1

 

 

 

2

 

GM

 

 

27

 

 

 

28

 

 

 

55

 

 

 

59

 

GM %

 

 

29.3

%

 

 

31.5

%

 

 

32.4

%

 

 

30.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

30

 

 

 

34

 

 

 

64

 

 

 

67

 

AMS

 

 

5

 

 

 

4

 

 

 

9

 

 

 

10

 

ES

 

 

1

 

 

 

-

 

 

 

1

 

 

 

2

 

GM before D&A

 

 

36

 

 

 

38

 

 

 

74

 

 

 

79

 

GM before D&A %

 

 

39.1

%

 

 

42.7

%

 

 

43.5

%

 

 

41.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

 

12

 

 

 

9

 

 

 

23

 

 

 

19

 

Foreign exchange (gain)

 

 

(1

)

 

 

(1

)

 

 

(2

)

 

 

(1

)

Operating income

 

 

16

 

 

 

20

 

 

 

34

 

 

 

41

 

EBIT

 

 

13

 

 

 

20

 

 

 

31

 

 

 

39

 

EBITDA

 

 

22

 

 

 

30

 

 

 

50

 

 

 

60

 

Adjusted EBITDA

 

 

25

 

 

 

31

 

 

 

56

 

 

 

60

 

ES backlog of $25 million at June 30, 2026 reflects new bookings in the current quarter, partially offset by projects nearing completion. ES bookings of $18 million and $35 million for the three and six months ended June 30, 2026, increased compared to the same periods in 2025, primarily driven by new projects.

Revenue for the three months ended June 30, 2026 increased by $3 million compared to the same period in 2025, attributable to execution of ES projects and increased service utilization in the AMS business, partially offset by lower EI revenue resulting from asset sales in 2025. Revenue for the six months ended June 30, 2026 decreased by $21 million compared to the same period in 2025, primarily driven by the impact of EI asset sales in 2025 and lower AMS parts sales in the first quarter of 2026.

Gross margin decreased by $1 million and $4 million during the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to lower contribution from the EI product line as a result of the impact of asset sales in 2025.

SG&A of $12 million and $23 million for the three and six months ended June 30, 2026, increased compared to the same periods in 2025, primarily driven by higher share-based compensation expense and costs incurred to support growth and optimization.

 

img109187306_3.jpg M-12Q2 2026 Report

 

 


 

EH

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions, except percentages)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

ES backlog

 

$

18

 

 

$

170

 

 

$

18

 

 

$

170

 

ES bookings

 

 

1

 

 

 

7

 

 

 

4

 

 

 

38

 

EI contract backlog

 

 

713

 

 

 

888

 

 

 

713

 

 

 

888

 

Segment revenue

 

$

91

 

 

$

93

 

 

$

180

 

 

$

182

 

Intersegment revenue

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

(1

)

Revenue

 

$

91

 

 

$

93

 

 

$

179

 

 

$

181

 

EI

 

$

44

 

 

$

40

 

 

$

90

 

 

$

83

 

AMS

 

 

45

 

 

 

45

 

 

 

84

 

 

 

85

 

ES

 

 

2

 

 

 

8

 

 

 

5

 

 

 

13

 

Revenue

 

 

91

 

 

 

93

 

 

 

179

 

 

 

181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

18

 

 

 

12

 

 

 

40

 

 

 

28

 

AMS

 

 

11

 

 

 

10

 

 

 

19

 

 

 

20

 

ES

 

 

1

 

 

 

2

 

 

 

2

 

 

 

3

 

GM

 

 

30

 

 

 

24

 

 

 

61

 

 

 

51

 

GM %

 

 

33.0

%

 

 

25.8

%

 

 

34.1

%

 

 

28.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

EI

 

 

28

 

 

 

24

 

 

 

59

 

 

 

51

 

AMS

 

 

11

 

 

 

11

 

 

 

20

 

 

 

21

 

ES

 

 

1

 

 

 

2

 

 

 

2

 

 

 

3

 

GM before D&A

 

 

40

 

 

 

37

 

 

 

81

 

 

 

75

 

GM before D&A %

 

 

44.0

%

 

 

39.8

%

 

 

45.3

%

 

 

41.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

 

20

 

 

 

17

 

 

 

39

 

 

 

32

 

Foreign exchange loss

 

 

-

 

 

 

1

 

 

 

-

 

 

 

1

 

Operating income

 

 

10

 

 

 

6

 

 

 

22

 

 

 

18

 

EBIT

 

 

10

 

 

 

6

 

 

 

22

 

 

 

18

 

EBITDA

 

 

22

 

 

 

23

 

 

 

46

 

 

 

47

 

Adjusted EBITDA

 

 

38

 

 

 

31

 

 

 

76

 

 

 

63

 

 

ES backlog of $18 million at June 30, 2026 decreased compared to $170 million at June 30, 2025, primarily attributable to the completion of construction and commencement of the Bisat-C Expansion project in the third quarter of 2025.

EI contract backlog of $713 million at June 30, 2026, decreased from $800 million at December 31, 2025, attributable to revenue recognition from existing contracts partially offset by new bookings.

Revenue for the three and six months ended June 30, 2026 decreased compared to the same periods in 2025, primarily attributable to ES projects nearing completion, partially offset by contribution from the Bisat-C Expansion.

Gross margin and gross margin percentage of $30 million, and $61 million for the three and six months ended June 30, 2026, improved compared to the same periods of 2025, primarily attributable to higher margin contribution from the EI business resulting from the Bisat-C Expansion and depreciation adjustment during the three months ended June 30, 2025.

SG&A increased by $3 million and $7 million for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily attributable to higher share-based compensation expense. SG&A for the six months ended June 30, 2025 also benefited from a non-recurring input tax refund.

 

img109187306_4.jpg

M-13 img109187306_5.jpg

 


 

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: Infrastructure solutions under contract for natural gas processing, compression, treated water, and electric power.
AMS: Provision of after-market services such as mechanical maintenance, parts distribution, operations and maintenance solutions, equipment optimization and maintenance programs, manufacturer warranties, exchange components, and long-term service agreements.
ES: Engineer, design, and manufacture processing, compression, cryogenic, electric power, and treated water solutions.

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. The Company does however, 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 and recurring GM before D&A to the most comparable IFRS measure is presented in the tables below.

Three months ended June 30, 2026

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

Revenue

 

$

148

 

 

$

134

 

$

282

 

$

300

 

 

$

582

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

59

 

 

 

104

 

 

163

 

 

246

 

 

 

409

 

Depreciation and amortization

 

 

30

 

 

 

2

 

 

32

 

 

2

 

 

 

34

 

Gross margin

 

$

59

 

 

$

28

 

$

87

 

$

52

 

 

$

139

 

Gross margin %

 

 

39.9

%

 

 

20.9

%

 

30.9

%

 

17.3

%

 

 

23.9

%

Gross margin before D&A

 

$

89

 

 

$

30

 

$

119

 

$

54

 

 

$

173

 

Gross margin before D&A %

 

 

60.1

%

 

 

22.4

%

 

42.2

%

 

18.0

%

 

 

29.7

%

% of total Gross margin before D&A

 

 

51.4

%

 

 

17.3

%

 

68.8

%

 

31.2

%

 

 

 

 

 

img109187306_3.jpg M-14Q2 2026 Report

 

 


 

 

Three months ended June 30, 2025

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

Revenue

 

$

147

 

 

$

124

 

$

271

 

$

344

 

 

$

615

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

61

 

 

 

96

 

 

157

 

 

283

 

 

 

440

 

Depreciation and amortization

 

 

33

 

 

 

2

 

 

35

 

 

1

 

 

 

36

 

Gross margin

 

$

53

 

 

$

26

 

$

79

 

$

60

 

 

$

139

 

Gross margin %

 

 

36.1

%

 

 

21.0

%

 

29.2

%

 

17.4

%

 

 

22.6

%

Gross margin before D&A

 

$

86

 

 

$

28

 

$

114

 

$

61

 

 

$

175

 

Gross margin before D&A %

 

 

58.5

%

 

 

22.6

%

 

42.1

%

 

17.7

%

 

 

28.5

%

% of total Gross margin before D&A

 

 

49.1

%

 

 

16.0

%

 

65.1

%

 

34.9

%

 

 

 

 

 

Six months ended June 30, 2026

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

297

 

 

$

241

 

$

538

 

$

628

 

 

$

1,166

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

113

 

 

 

189

 

 

302

 

 

512

 

 

 

814

 

Depreciation and amortization

 

 

60

 

 

 

4

 

 

64

 

 

4

 

 

 

68

 

Gross margin

 

$

124

 

 

$

48

 

$

172

 

$

112

 

 

$

284

 

Gross margin %

 

 

41.8

%

 

 

19.9

%

 

32.0

%

 

17.8

%

 

 

24.4

%

Gross margin before D&A

 

$

184

 

 

$

52

 

$

236

 

$

116

 

 

$

352

 

Gross margin before D&A %

 

 

62.0

%

 

 

21.6

%

 

43.9

%

 

18.5

%

 

 

30.2

%

% of total Gross margin before D&A

 

 

52.3

%

 

 

14.8

%

 

67.0

%

 

33.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2025

 

($ millions, except percentages)

 

EI

 

 

AMS

 

Recurring
Product Lines

 

ES

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

300

 

 

$

244

 

$

544

 

$

623

 

 

$

1,167

 

Cost of goods sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

128

 

 

 

190

 

 

318

 

 

513

 

 

 

831

 

Depreciation and amortization

 

 

62

 

 

 

4

 

 

66

 

 

3

 

 

 

69

 

Gross margin

 

$

110

 

 

$

50

 

$

160

 

$

107

 

 

$

267

 

Gross margin %

 

 

36.7

%

 

 

20.5

%

 

29.4

%

 

17.2

%

 

 

22.9

%

Gross margin before D&A

 

$

172

 

 

$

54

 

$

226

 

$

110

 

 

$

336

 

Gross margin before D&A %

 

 

57.3

%

 

 

22.1

%

 

41.5

%

 

17.7

%

 

 

28.8

%

% of total Gross margin before D&A

 

 

51.2

%

 

 

16.1

%

 

67.3

%

 

32.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

img109187306_4.jpg

M-15 img109187306_5.jpg

 


 

Reconciliation of FCF to the most directly comparable IFRS measure, cash provided by (used in) operating activities is presented in the table below.

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Funds from operations ("FFO")1

 

$

87

 

 

$

89

 

 

$

182

 

 

$

151

 

Net change in working capital and other

 

 

2

 

 

 

(93

)

 

 

(61

)

 

 

(59

)

Cash provided by (used in) operating activities ("CFO")2

 

$

89

 

 

$

(4

)

 

$

121

 

 

$

92

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

CAPEX - Maintenance and PP&E

 

 

(18

)

 

 

(11

)

 

 

(27

)

 

 

(19

)

CAPEX - Growth

 

 

(35

)

 

 

(23

)

 

 

(42

)

 

 

(29

)

Lease payments

 

 

(6

)

 

 

(5

)

 

 

(12

)

 

 

(11

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds on disposals of EI assets - operating leases

 

 

2

 

 

 

4

 

 

 

7

 

 

 

13

 

Free cash flow

 

$

32

 

 

$

(39

)

 

$

47

 

 

$

46

 

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 (used in) 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:

 

June 30,

 

($ millions, except percentages)

 

2026

 

 

2025

 

Trailing 12-months dividends paid

 

$

15

 

 

$

14

 

Trailing 12-months free cash flow

 

 

231

 

 

 

200

 

Dividend payout ratio

 

 

6.5

%

 

 

7.0

%

 

Bank-Adjusted Net Debt to EBITDA Ratio

Enerflex defines bank-adjusted net debt to EBITDA as borrowings under the 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 trailing twelve months ("TTM") EBIT divided by capital employed. Capital employed is average debt and shareholders’ equity less average cash for the trailing four quarters.

 

June 30,

 

($ millions, except percentages)

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Trailing 12-months EBIT

 

$

255

 

 

$

279

 

Average capital employed

 

 

 

 

 

 

Average net debt1

 

$

511

 

 

$

620

 

Average shareholders’ equity1

 

 

1,140

 

 

 

1,077

 

Average capital employed

 

$

1,651

 

 

$

1,697

 

ROCE

 

 

15.4

%

 

 

16.4

%

 

 

 

 

 

 

 

1Based on a trailing four-quarter average.

 

img109187306_3.jpg M-16Q2 2026 Report

 

 


 

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)

 

 

 

June 30, 2026

 

Cash and cash equivalents

 

 $

 

 

74

 

RCF

 

 

800

 

 

 

Less: Drawings on the RCF

 

 

(140

)

 

 

Less: Letters of Credit1

 

 

(74

)

 

586

 

Available liquidity

 

 $

 

 

660

 

1Represents letters of credit that the Company has funded with the RCF. Additional letters of credit of $24 million are funded from the $70 million LC Facility. Refer to Note 7 “Long-Term Debt” of the Financial Statements for further details.

Covenant Compliance

As at June 30, 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 on repaying debt and lowering finance costs.

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

 

 

 

 

Six months ended June 30

 

2026

 

 

2025

 

 

Requirement

 

Performance

 

 

Performance

Senior secured net funded debt to EBITDA ratio1 – Maximum

 

2.5x

 

 

0.1

x

 

0.2x

Bank-adjusted net debt to EBITDA ratio2 – Maximum

 

4.0x

 

 

0.8

x

 

1.3x

Interest coverage ratio3 – Minimum

 

2.5x

 

 

5.4

x

 

5.4x

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 August 5, 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)

 

 

img109187306_4.jpg

M-17 img109187306_5.jpg

 


 

Summarized Statements of Cash Flow

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cash and cash equivalents, beginning of period

 

$

47

 

 

$

75

 

 

$

81

 

 

$

92

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

89

 

 

 

(4

)

 

 

121

 

 

 

92

 

Investing activities

 

 

(25

)

 

 

(10

)

 

 

(44

)

 

 

(36

)

Financing activities

 

 

(31

)

 

 

10

 

 

 

(68

)

 

 

(76

)

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

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(1

)

Cash and cash equivalents reclassified to assets held for sale

 

 

(5

)

 

-

 

 

 

(16

)

 

 

-

 

Cash and cash equivalents, end of period

 

$

74

 

 

$

71

 

 

$

74

 

 

$

71

 

Operating Activities

Cash provided by operating activities of $89 million for the three months ended June 30, 2026 increased compared to cash used of $4 million for the same period in 2025, mainly attributable to a net working capital recovery in the current period, compared to a use in the same period of 2025. Cash provided by operating activities of $121 million during the six months ended June 30, 2026, increased compared to $92 million in the same period of 2025, mainly attributable to higher funds generated from operations.

Investing Activities

Cash used in investing activities of $25 million and $44 million for the three and six months ended June 30, 2026, increased compared to $10 million and $36 million in the same periods in 2025. The increase was primarily due to higher capital expenditures and lower proceeds on sale of EI assets.

Financing Activities

During the three and six months ended June 30, 2026, cash used in financing activities was $31 million and $68 million, compared to cash provided of $10 million and cash used of $76 million in the same periods in 2025. The increased use of cash for financing activities was primarily due to higher repayments of the RCF, partially offset by the shares repurchased through the normal course issuer bid in 2025.

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, they are reclassified to cost of goods sold.

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

 

Three months ended June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Maintenance and PP&E

 

$

18

 

 

$

11

 

 

$

27

 

 

$

19

 

Growth

 

 

35

 

 

 

23

 

 

 

42

 

 

 

29

 

Total CAPEX

 

 

53

 

 

 

34

 

 

 

69

 

 

 

48

 

Expenditures for finance leases

 

 

-

 

 

 

37

 

 

 

-

 

 

 

56

 

Total CAPEX and expenditures for finance leases

 

$

53

 

 

$

71

 

 

$

69

 

 

$

104

 

 

 

img109187306_3.jpg M-18Q2 2026 Report

 

 


 

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 June 30,

 

 

Six months ended June 30,

 

($ millions)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Core SG&A1

 

$

58

 

 

$

52

 

 

$

113

 

 

$

106

 

Share-based compensation

 

 

19

 

 

 

3

 

 

 

41

 

 

 

-

 

Depreciation and amortization

 

 

3

 

 

 

6

 

 

 

6

 

 

 

12

 

Bad debt expense

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

Total SG&A

 

$

81

 

 

$

61

 

 

$

160

 

 

$

118

 

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

SG&A was $81 million and $160 million for the three and six months ended June 30, 2026, increasing by $20 million and $42 million compared to the same periods in 2025. The increases were primarily driven by higher share-based compensation expense resulting from an increased share price, costs associated with enhanced capabilities to support growth and optimization across the business, and costs incurred for strategic restructuring activities, including the APAC divestment.

Income Taxes

The Company reported income tax expense of $15 million and $35 million for the three and six months ended June 30, 2026, an increase compared to the $14 million and $33 million for the same periods in 2025. The increase is primarily attributable to higher net earnings from foreign jurisdictions.

Financial Position

The following table outlines significant changes in the consolidated statements of financial position as at June 30, 2026, compared to December 31, 2025:

($ millions)

 

Increase
(Decrease)

 

Explanation

Current assets

 

142

 

Current assets increased primarily driven by an increase in accounts receivables due to strong activity levels in 2026. The increase also reflected a strategic inventory investment in the NAM ES business and a build of inventory for scheduled EI maintenance 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 unbilled revenue and cash and cash equivalents.

EI assets - finance leases receivable

 

(20)

 

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

Goodwill

 

(17)

 

Goodwill decreased due to the classification of goodwill allocated to the APAC divestiture as held for sale.

Current liabilities

 

73

 

Increase in current liabilities is largely attributable to increased AP and accrued liabilities resulting from higher share-based compensation liability due to increased share price and timing of payments and vendor activities, and increased deferred revenue attributable to higher ES activity levels.

Other liabilities

 

17

 

Increase in other liabilities is primarily attributable to increased share-based compensation liability as a result of increased share price.

Long-term debt

 

(53)

 

Long-term debt has decreased primarily due to net repayment of the RCF.

Total shareholders' equity

 

77

 

Total shareholders' equity increased primarily due to net earnings for the six months ended June 30, 2026, partially offset by dividend payments in the first half of 2026.

 

 

 

 

 

 

 

img109187306_4.jpg

M-19 img109187306_5.jpg

 


 

Quarterly Summary

($ millions, except per share amounts and ratios)

Q2 2026

 

Q1 2026

 

Q4 2025

 

Q3 2025

 

 

Q2 2025

 

Q1 2025

 

Q4 2024

 

Q3 2024

 

ES backlog

$

1,453

 

$

1,265

 

$

1,110

 

$

1,071

 

 

$

1,227

 

$

1,206

 

$

1,280

 

$

1,271

 

ES book-to-bill ratio

 

1.6

 

 

1.5

 

 

1.1

 

 

0.7

 

 

 

1.1

 

 

0.7

 

 

1.1

 

 

1.1

 

ES bookings

 

488

 

 

483

 

 

377

 

 

339

 

 

 

365

 

 

205

 

 

301

 

 

349

 

EI contract backlog

 

1,193

 

 

1,283

 

 

1,321

 

 

1,370

 

 

 

1,462

 

 

1,497

 

 

1,545

 

 

1,601

 

Revenue

 

582

 

 

584

 

 

627

 

 

777

 

 

 

615

 

 

552

 

 

561

 

 

601

 

GM

 

139

 

 

145

 

 

143

 

 

172

 

 

 

139

 

 

128

 

 

140

 

 

141

 

GM before D&A

 

173

 

 

179

 

 

177

 

 

206

 

 

 

175

 

 

161

 

 

174

 

 

176

 

SG&A

 

81

 

 

79

 

 

83

 

 

71

 

 

 

61

 

 

57

 

 

92

 

 

82

 

EBIT

 

57

 

 

73

 

 

43

 

 

82

 

 

 

92

 

 

66

 

 

47

 

 

74

 

EBITDA

 

94

 

 

110

 

 

83

 

 

122

 

 

 

134

 

 

105

 

 

92

 

 

122

 

Adjusted EBITDA

 

128

 

 

137

 

 

123

 

 

145

 

 

 

130

 

 

113

 

 

121

 

 

120

 

Net earnings (loss)

 

30

 

 

43

 

 

(57

)

 

37

 

 

 

60

 

 

24

 

 

15

 

 

30

 

Earnings (loss) per share – basic

 

0.25

 

 

0.35

 

 

(0.47

)

 

0.30

 

 

 

0.49

 

 

0.19

 

 

0.12

 

 

0.24

 

Earnings (loss) per share – diluted

 

0.25

 

 

0.35

 

 

(0.47

)

 

0.30

 

 

 

0.49

 

 

0.19

 

 

0.12

 

 

0.24

 

FFO1

 

87

 

 

95

 

 

60

 

 

115

 

 

 

89

 

 

62

 

 

74

 

 

63

 

CFO2

 

89

 

 

32

 

 

179

 

 

74

 

 

 

(4

)

 

96

 

 

113

 

 

98

 

Free cash flow

 

32

 

 

15

 

 

141

 

 

43

 

 

 

(39

)

 

85

 

 

76

 

 

78

 

Cash dividends declared per share (CAD $)3

 

0.0425

 

 

0.0425

 

 

0.0425

 

 

0.0375

 

 

 

0.0375

 

 

0.0375

 

 

0.0375

 

 

0.0250

 

CAPEX – Maintenance & PP&E

 

18

 

 

9

 

 

20

 

 

18

 

 

 

11

 

 

8

 

 

21

 

 

14

 

CAPEX – Growth

 

35

 

 

7

 

 

14

 

 

15

 

 

 

23

 

 

6

 

 

11

 

 

2

 

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.

Capital Resources

On July 31, 2026, Enerflex had 122,102,883 common shares outstanding. Enerflex has not established a formal dividend policy. Subsequent to June 30, 2026, Enerflex declared a quarterly dividend of CAD $0.0425 per common share, payable on September 2, 2026 to shareholders of record on August 19, 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 June 30, 2026, the Company had drawings of $140 million against the RCF (December 31, 2025 – $193 million). The weighted average interest rate on the RCF for the six months ended June 30, 2026 was 4.9% (Twelve months ended December 31, 2025 – 5.6%).

The composition of the borrowings on the 2031 Notes and RCF were as follows:

 

 

Maturity Date

 

June 30, 2026

 

 

December 31, 2025

 

2031 Notes

 

January 15, 2031

 

$

400

 

 

$

400

 

Drawings on the RCF

 

June 30, 2029

 

 

140

 

 

 

193

 

 

 

 

 

 

540

 

 

 

593

 

Deferred transaction costs

 

 

 

 

(11

)

 

 

(11

)

Long-term debt

 

 

 

$

529

 

 

$

582

 

 

 

 

 

 

 

 

 

 

Non-current portion of long-term debt

 

 

 

$

529

 

 

$

582

 

Long-term debt

 

 

 

$

529

 

 

$

582

 

 

 

At June 30, 2026, without considering renewal at similar terms, the USD equivalent principal payments due over the next five years are $540 million.

 

img109187306_3.jpg M-20Q2 2026 Report

 

 


 

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 that such 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. Enerflex’s expectations and estimates are based on information known about the legal matters and its experience in contesting, litigating and settling similar matters, however the eventual results of 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 the Company’s or its subsidiaries’ 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.

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 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 accordance with the arbitration timeline, the customer filed its Statement of Reply and Defence to Counterclaim in Q4 2025 to which the Company responded in Q1 2026 by filing its Statement of Rejoinder and Reply to Defence to Counterclaim. 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. Through the ongoing arbitration proceedings, Enerflex intends to continue vigorously defending itself against the customer’s claims while pursuing its own counterclaims.

As at June 30, 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.

 

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Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures (“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 June 30, 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 June 30, 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 June 30, 2026.

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 and six months ended June 30, 2026, that would materially affect, or is reasonably likely to materially affect, the Company’s ICFR.

Subsequent Events

Subsequent to June 30, 2026, Enerflex declared a quarterly dividend of CAD $0.0425 per common share, payable on September 2, 2026 to shareholders of record on August 19, 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”,

 

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“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:

disclosures under the heading “Outlook” including:
o
that favorable multi-year fundamentals across Enerflex’s core markets, driven by increasing natural gas and liquids production, will continue;
o
the highly contracted EI product line and the recurring nature of AMS will underpin operating results;
o
customer contracts within Enerflex’s EI product line are expected to generate approximately $1.2 billion of revenue over their remaining terms;
o
expectations that the ES product line will benefit from healthy demand for compression and processing equipment across Enerflex’s key markets and the ES backlog;
o
the majority of the ES backlog as at June 30, 2026 will convert into revenue over the next 12 months;
o
the ability of the Company to realize and capitalize on a pipeline of opportunities across data center and other power generation applications, and the timing associated therewith, if at all;
o
Enerflex's ability to execute on its strategic priorities, and the timing associated therewith, if at all;
o
targeted organic capital expenditures during 2026 of $185 million to $195 million, including (i) organic growth capital expenditures of approximately $100 million; (2) maintenance capital expenditures of $70 million to $80 million; and (3) PP&E and infrastructure investments of approximately $15 million;
o
continued strength in the fundamentals for contract compression in the USA, led by expected increases in natural gas production and capital spending discipline from market participants;
o
the ability for Enerflex to identify and successfully execute selective, disciplined bolt-on acquisitions and the timing associated therewith, if at all;
the anticipated completion of the divestiture of a majority of the Company’s operations in the APAC region (the “APAC Divestiture”), and the timing thereof, if at all;
the conversion of a secured commitment for gas compression stations in the Vaca Muerta unconventional play in Argentina into a definitive binding agreement and the timing associated therewith, if at all;
that the Board will set the Company’s quarterly dividends based on the availability of cash flow, anticipated market conditions, and the general needs of the business and that this will support expectations regarding the ability of the Company to continue to pay a sustainable quarterly dividend;
ES backlog, the impact of project cancellations on ES backlog, and the ability to secure future bookings;
the book-to-bill ratio of 1.6x during the three months ended June 30, 2026 supports near-term revenue visibility;
the availability of free cash generated and that such cash may be used to fund non-operating activities including dividend payments, share repurchases, and other non-mandatory debt repayments, if any;

 

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expectations 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 Enerflex’s requirements for investments in working capital and capital assets;
the ability of the Company to continue to meet its covenant requirements of its funded debt, including the secured RCF and 2031 Notes;
the potential for the Company to incur costs related to the construction of EI assets determined to be finance leases; and
expectations that potential liabilities that may arise in connection with outstanding lawsuits, arbitrations or other legal proceedings will not have a material adverse effect on Enerflex, including its consolidated financial position, results of operations or cash flows.

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:

expectations that acquisition opportunities will be available to the Company, the Company can evaluate and execute on such opportunities, and that adequate financial capacity and liquidity will remain available, all required regulatory, contractual and third-party approvals will be received, and any acquisitions can be successfully integrated;
that all conditions to completion of the APAC Divestiture will be satisfied or waived in a timely manner, that all regulatory and other approvals required for completion of the APAC Divestiture will be obtained and obtained in a timely manner, that the transaction to effect the APAC Divestiture will be completed on the agreed terms, and that the expected benefits of the APAC Divestiture will be realized within the expected timeframes;
potential impacts of the evolving situation in the Middle East on Enerflex’s operations in Bahrain and Oman and the broader region;
the ability of the Company to proactively manage the ES business line in response to near-term risks and uncertainties, including tariffs and commodity price volatility;
natural gas and associated liquids and produced water volumes across Enerflex’s global footprint will increase in line with expectations;
market conditions, customer activity, and industry fundamentals will support stable demand across Enerflex’s product lines and geographic regions throughout 2026;
the high level of contractual commitments within the EI product line and the predictable, recurring revenue from AMS will continue;
existing and strong commercial relationships with customers will continue;
existing customer contracts within the EI product line will remain in effect and with no material cancellations or renegotiations over their remaining terms;
risks related to lawsuits, arbitrations or other legal proceedings;
the execution of projects within the ES product line will proceed as scheduled and the conversion to revenue will proceed without significant delays or cancellations;
the Company’s backlog providing strong visibility into future revenue generation and business activity levels;
no significant unforeseen cost overruns or project delays;
the fulfillment by our customers of the terms of their contracts;

 

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the ability to continue to build and improve on proven manufacturing capabilities and innovate into new product lines and new and emerging markets;
the Company will successfully execute operational excellence initiatives and realize anticipated productivity improvements across its global operations;
increased competition across all business lines;
Enerflex will maintain sufficient cash flow, profitability, and financial flexibility to support the ongoing payment of a sustainable quarterly cash dividend, subject to market conditions, operational performance, and board approval;
Enerflex will maintain sufficient financial flexibility to execute on its capital allocation priorities; and
other factors, many of which are beyond the control of Enerflex.

Readers are cautioned that the foregoing list of assumptions and risk factors should not be construed as exhaustive. While 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.

 

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Paul Mahoney, President and Chief Executive Officer of Enerflex Ltd., certify the following:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2026.
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1.
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 COSO framework issued by the committee of Sponsoring Organizations of the Treadway Commission.
5.2.
ICFR – material weakness relating to design: N/A

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5.3.
Limitation on scope of design: N/A
6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: August 6, 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:

1.
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Enerflex Ltd. (the “issuer”) for the interim period ended June 30, 2026.
2.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1.
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 COSO framework issued by the committee of Sponsoring Organizations of the Treadway Commission.
5.2.
ICFR – material weakness relating to design: N/A
5.3.
Limitation on scope of design: N/A

 

 

6.
Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

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Date: August 6, 2026

 

 

(signed) "Preet S. Dhindsa"

 

Preet S. Dhindsa

 

Senior Vice President and Chief Financial Officer

 

 


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