Enerflex reported strong financial and operational results for the first quarter of 2006. Revenue increased 40% to $206.8 million compared to the first quarter of 2005. Gross margin and operating margin also increased substantially. The company saw growth across all business segments, particularly in its Engineered Systems segment. Enerflex expects continued profitable growth in 2006 as it executes its growth strategy of expanding globally and offering complete solutions to customers.
Enerflex reported strong financial and operational results for the first quarter of 2006. Revenue increased 40% to $206.8 million compared to the first quarter of 2005. Gross margin and operating margin also increased substantially. The company saw growth across all business segments, particularly in its Engineered Systems segment. Enerflex expects continued profitable growth in 2006 as it executes its growth strategy of expanding globally and offering complete solutions to customers.
Enerflex reported strong financial and operational results for the first quarter of 2006. Revenue increased 40% to $206.8 million compared to the first quarter of 2005. Gross margin and operating margin also increased substantially. The company saw growth across all business segments, particularly in its Engineered Systems segment. Enerflex expects continued profitable growth in 2006 as it executes its growth strategy of expanding globally and offering complete solutions to customers.
Enerflex reported strong financial and operational results for the first quarter of 2006. Revenue increased 40% to $206.8 million compared to the first quarter of 2005. Gross margin and operating margin also increased substantially. The company saw growth across all business segments, particularly in its Engineered Systems segment. Enerflex expects continued profitable growth in 2006 as it executes its growth strategy of expanding globally and offering complete solutions to customers.
ENERFLEX SYSTEMS LTD. 4700 47 Street SE Calgary AB Canada T2B 3R1
QUART E RLY RE PORT 2006 www.enerex.com THREE MONTHS ENDED MARCH 31, 2006 Q1 FIRST QUARTER LETTER TO SHAREHOLDERS The rst quarter of 2006 marked the eleventh quarter that Enerex has delivered earnings per share that exceed the prior year comparatives. The Company also achieved strong gains in other key performance measures. We view this latest period as a decisive quarter in terms of growth in momentum and the traction we have achieved in our markets. This comes as a result of an extraordinary commitment throughout the Company over the past three years to improve operating performance and position Enerex to capitalize on growth opportunities. Tel 1.403.236.6800 Fax 1.403.236.6816 www.enerex.com Revenue increased by 40% during the quarter to $206.8 million, from $147.7 million in the rst quarter of 2005. Total gross margin and operating margin increased by 48% and 84% respectively, compared with the rst quarter of 2005. EBITDA (earnings before interest, taxes, depreciation and amortization) increased by 67% to represent 13.1% of revenue compared with 11.0% a year ago. Earnings per diluted common share increased by 72% to $0.57, compared with $0.33 per share during the rst quarter of 2005. The accelerated growth during the quarter was mainly the result of operational improvements and recent growth strategy initiatives, notably the acquisition of Australia-based HPS Group Pty Ltd. (HPS) in July 2005 and the introduction of new products. Gains also reected the strong markets for natural gas infrastructure and maintenance spending in a period of high commodity prices. Revenue and income growth was broad based, with the Engineered Systems segment experiencing the largest gains, followed by the Service segment which is seasonally strongest in the rst quarter. International revenue increased its contribution, representing 28% of consolidated revenue compared with 25% in the rst quarter of 2005. We made good progress with two strategic priorities for 2006: In domestic markets, we increased customer interest in our Variable Cost Compression (VCC) initiative whereby Enerex will own, operate, maintain and optimize eld equipment on behalf of customers for a variable fee based on throughput and uptime. This initiative addresses customers increased focus on cash ow and their drive to optimize legacy gas production assets. In April 2006, we received a letter of intent for our rst VCC contract in western Canada. In international markets, we further developed Enerex Global as a single point of contact for turnkey projects valued in the $5 million to $100 million range and completed the integration of existing operations in the AustralAsia region with HPS, establishing a strong regional business unit. We next plan to establish a similar business unit in the Middle East, where we are exploring opportunities to make an acquisition conceptually similar to HPS. FIRST QUARTER HIGHLIGHTS International revenue increased by 55% to $57.3 million Engineered Systems (which includes two divisions Compression and Power, and Production and Processing) increased revenue by 56%, gross margin by 90%, and income before interest and income taxes (EBIT) by 126%. This segment increased bookings by 95% and its order backlog at quarter end by 234% on a year-over-year basis and by 22% compared with December 31, 2005. The Compression and Power division increased revenue by 36% and EBIT by 144%, while the Production and Processing division increased revenue by 106% and EBIT by 98%. Service increased revenue by 24%, gross margin by 34% and EBIT by 142%. LETTER TO SHAREHOLDERS 2 ENERFLEX SYSTEMS LTD. We made substantial progress in the development and marketing of new products, notably we: - received two additional orders for water recovery packages for steam-assisted gravity drainage (SAG-D) applications in the Alberta oil sands; - received several orders totaling $45 million for Enerexs recently developed ve new models of screw compressors in the 600 horsepower and above range; and - subsequent to quarter end, began testing of ue gas technology for enhanced hydrocarbon production, responding to strong market interest; and deployed a new single rotary screw compressor for coal bed methane (CBM) applications at a customer site. We continued the rationalization of the Companys branch network to reduce costs and improve efciencies. OUTLOOK The operational improvements that we started in 2003 have achieved a level of protability in our core business that enables us to focus on our growth strategy. This strategy is to signicantly increase the scale and reach of Enerex in Canada and around the world by offering complete solutions for our customers needs. Enerex is beneting from strong industry fundamentals, tempered by an industry-wide shortage of qualied personnel due to demographics and increased demand for skilled workers. We are addressing this challenge by emphasizing employee attraction, retention, training and career development as an important part of our overall growth strategy. We are off to a strong start in 2006. The record order backlog and booking levels that we are seeing in Engineered Systems, and the continuing execution of our growth strategy, point toward continuing protable growth. Sincerely, P. John Aldred Chairman and Chief Executive Ofcer J. Blair Goertzen President and Chief Operating Ofcer May 4, 2006 2006 QUARTERLY REPORT 3 Managements Discussion and Analysis The Managements Discussion and Analysis (MD&A) should be read in conjunction with the unaudited consolidated nancial statements and the accompanying notes to the consolidated nancial statements for the three months ended March 31, 2006 and 2005 contained on pages 17 to 25 of this interim report. It is also advisable to read the MD&A in conjunction with the Companys 2005 annual report and the audited consolidated nancial statements and the MD&A for the years ended December 31, 2005 and 2004 and the accompanying notes to consolidated nancial statements contained on pages 33 to 89 of the 2005 annual report. The results reported herein have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and are presented in Canadian dollars unless otherwise stated. The MD&A has been prepared taking into consideration information that is available up to April 28, 2006 and focuses on key statistics from the consolidated nancial statements, and pertains to known risks and uncertainties relating to the oil and gas service sector. This discussion should not be considered all-inclusive, as it excludes changes that may occur in general economic, political and environmental conditions. Additionally, other elements may or may not occur which could affect industry conditions and/or Enerex Systems Ltd. (Enerex or the Company) in the future. Additional information relating to the Company, including the Companys Annual Information Form, is available on SEDAR at www.sedar.com. The interim report, which includes the MD&A, the unaudited consolidated nancial statements and accompanying notes thereto, is reviewed and approved by the Companys Audit Committee and its Board of Directors prior to publication. Enerex is a leading supplier of products and services to the global oil and natural gas production industry. The Companys core expertise lies in its ability to provide products and services to the industry segment that operates between the wellhead and the pipeline. Enerexs primary products and services are: natural gas compression, power generation and process equipment for sale, rent or lease; hydrocarbon production and processing equipment and facilities; electrical, instrumentation and controls services; and a comprehensive package of eld maintenance and contracting capabilities. Through our ability to provide these products and services in an integrated manner, or as stand-alone offerings, Enerex believes it offers its global customers a unique value proposition. Headquartered in Calgary, Canada, the Company has approximately 2,600 employees worldwide. Enerex, its subsidiaries, interests in afliates and joint-ventures, operate in Canada, Australia, the Netherlands, the United States, Germany, Pakistan, Egypt, Indonesia and Poland. The Companys common shares trade on the Toronto Stock Exchange under the symbol EFX. MANAGEMENTS DI SCUSSI ON AND ANALYSI S 4 ENERFLEX SYSTEMS LTD. MANAGEMENTS DI SCUSSI ON AND ANALYSI S FORWARD-LOOKING STATEMENTS This MD&A contains forward-looking statements. Certain statements containing words such as anticipate, could, expect, seek, may, intend, will, believe and similar expressions, statements that are based on current expectations and estimates about the markets in which the Company operates and statements of the Companys belief, intentions and expectations about development, results and events which will or may occur in the future constitute forward-looking statements and are based on certain assumptions and analysis made by the Company derived from its experience and perceptions. Forward-looking statements in this MD&A include, but are not limited to: statements with respect to future capital expenditures, including the amount and nature thereof; oil and gas prices and demand; other development trends of the oil and gas industry; business strategy; expansion and growth of the Companys business and operations, including the Companys market share and position in the oileld service markets; and other such matters. In addition, other written or oral statements which constitute forward- looking statements may be made from time to time by and on behalf of the Company. Such forward-looking statements are subject to important risks, uncertainties, and assumptions which are difcult to predict and which may affect the Companys operations, including, without limitations: the impact of general economic conditions; industry conditions, including the adoption of new environmental and other laws and regulations and changes in how they are interpreted and enforced; volatility of oil and gas prices; oil and gas product supply and demand; risks inherent in the Companys ability to generate sufcient cash ow from operations to meet its current and future obligations; increased competition; the lack of availability of qualied personnel or management; labour unrest; uctuations in the foreign exchange or interest rates; stock market volatility, opportunities available to or pursued by the Company and other factors, many of which are beyond the control of the Company. The Companys actual results, performance, or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benets, including the amount of proceeds, the Company will derive there-from. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 2006 QUARTERLY REPORT 5 MANAGEMENTS DI SCUSSI ON AND ANALYSI S SUMMARY QUARTERLY STATISTICS The oil and natural gas service sector in Canada, where Enerexs operations are currently concentrated, has a distinct seasonal trend in activity levels which results from well-site access and drilling patterns being adjusted to take advantage of weather conditions. Generally, the Companys Engineered Systems segment experiences higher revenues in the fourth quarter of each year, its Service segment experiences higher revenues in the rst quarter of each year and its Production Services segment experiences stable revenues throughout the year, impacted by the Companys capital investment decisions. Variations from this trend usually occur when hydrocarbon energy fundamentals are either improving or deteriorating. During the rst quarter of 2006, Enerex continued to produce year over year improvements in operating results. As demonstrated in the following table, the Company generated increased revenue of $59.1 million, improved its gross margin to 22.5%, increased its operating margin 1 by $9.9 million and produced $0.57 in basic earnings per common share, all as compared to the rst quarter of 2005. As compared to the fourth quarter of 2005, gross margin and operating margin improved to 22.5% and 10.4% respectively, as compared to 22.0% and 10.0%. The basic earnings per share for the twelve months ended March 31, 2006 are $2.03, as compared to $1.45 for the twelve months ending March 31, 2005. These improved results can be attributed to increased natural gas infrastructure and maintenance spending by oil and natural gas producers in a period of high commodity prices, the acquisition of HPS Group Pty Ltd. (HPS) in July 2005, and cost and process efciencies generated by the Company. ($ thousands, except percent and per share amounts) 2006 2005 2004 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Revenue $ 206,823 $ 203,108 $ 162,727 $ 157,088 $ 147,689 $ 167,677 $ 141,293 $ 119,833 $ 128,274 Gross margin 46,554 44,674 34,993 34,750 31,528 37,391 30,610 27,744 29,465 Gross margin % 22.5 22.0 21.5 22.1 21.3 22.3 21.7 23.2 23.0 Operating margin 1 21,576 20,242 15,827 14,860 11,705 18,092 11,535 9,215 11,225 Operating margin 1 % 10.4 10.0 9.7 9.5 7.9 10.8 8.2 7.7 8.8 Net income: 12,904 13,714 9,832 9,164 7,382 11,406 7,726 5,784 7,143 Per common share Basic ($) 0.57 0.61 0.44 0.41 0.33 0.51 0.35 0.26 0.32 Diluted ($) 0.57 0.60 0.43 0.41 0.33 0.51 0.34 0.26 0.32 EBITDA 1 $ 27,065 $ 25,140 $ 20,743 $ 19,277 $ 16,235 $ 22,713 $ 16,239 $ 13,535 $ 15,666 1 Operating margin, operating margin percent and earnings before interest, taxes, depreciation and amortization (EBITDA) are non-GAAP (Generally Accepted Accounting Principles) earnings measures that do not have a standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other issuers. Enerflex calculates operating margin, operating margin percent and EBITDA as follows: Operating margin (Unaudited) ($ thousands) Three months ended March 31, 2006 Gross margin $ 46,554 Selling, general and administrative expenses 25,325 Foreign currency losses (gains) (212) Equity earnings from afliates (135) Operating margin $ 21,576 Operating margin percent Operating margin divided by revenue (%) 10.4 EBITDA (Unaudited) ($ thousands) Earnings before interest and income taxes $ 22,443 Depreciation and amortization 4,622 EBITDA $ 27,065 The Company discloses EBITDA as it is a component of the Company's debt covenants calculations and a statistic requested by a number of shareholders. 6 ENERFLEX SYSTEMS LTD. MANAGEMENTS DI SCUSSI ON AND ANALYSI S FOR THE THREE MONTHS ENDED MARCH 31, 2006 During the rst quarter of 2006, the Company beneted signicantly from the opportunities available in the current business environment, high order backlog in the Engineered Systems segment, the acquisition of HPS and the continued construction activity associated with the Companys previously announced contract to provide a natural gas processing facility in Egypt. Enerex generated net income for the three months ended March 31, 2006 of $12.9 million ($0.57 per common share) from revenue of $206.8 million. This represents an increase in net income of $5.5 million ($0.24 per common share), or 75%, as compared to the same period in 2005. Revenue generated in the rst quarter increased by $59.1 million, or 40%, as compared to the three month period ended March 31, 2005. International revenue increased by 55%, or $20.4 million, in the rst quarter of 2006 as compared to 2005. Revenue improvements were most notable in the Compression and Power division, as a result of increased customer demand; in the Electrical Instrumentation & Controls (EI&C) division which experienced increased electrical construction project activity as compared to 2005; in the Mechanical Service division which experienced signicant revenue improvements due to an early start to the busy eld maintenance season; and the Production and Processing division, due to a strong backlog at the beginning of the year and the acquisition of HPS in July of 2005, which added $20.5 million in revenue for the quarter. The Companys revenue in the Production Services segment was essentially unchanged as increases arising from a larger rental eet were offset by lower equipment utilization during the period. Gross margin for the three months ended March 31, 2006 was $46.6 million or 22.5% of revenue as compared to $31.5 million or 21.3% of revenue for the three months ended March 31, 2005, an increase of $15.1 million. The higher gross margin percentage was a result of price increases generated from the Companys Engineered Systems segment, increased activity levels which improved overhead utilization, and higher activity levels in the Service segment, partially offset by higher input costs. Selling, general and administrative (SG&A) expenses were $25.3 million or 12.2% of revenue during the three months ended March 31, 2006, compared with $19.7 million or 13.4% of revenue in the same period of 2005. The $5.6 million increase in SG&A expenses during the quarter, as compared to the same period in 2005, is a result of: $1.7 million resulting from the inclusion of HPS; increases in compensation costs of $1.5 million; increased bad debt expense of $0.7 million; increased intangible asset amortization of $0.5 million; increased stock-based compensation expense of $0.5 million; increased bonus accruals of $0.3 million; increased marketing expenditures of $0.2 million and increases in information technology costs, audit costs and employee training and recruitment costs of $0.1 million each, partially offset by a reduction in Bill 198 compliance costs of $0.3 million. Operating margin 1 assists the reader in understanding the net margin contributions made from the Companys core businesses after considering all SG&A expenses and the impact of the Companys foreign exchange hedging strategy. For the three months ended March 31, 2006, Enerex produced an operating margin 1 of $21.6 million, or 10.4% of revenue, as compared to an operating margin 1 of $11.7 million, or 7.9% of revenue, for the same three month period in 2005. The increase in operating margin percentage 1 for the quarter as compared to 2005 occurred as a result of the same factors contributing to the increased gross margin percentage and increased SG&A expenses. The foreign exchange gain during the quarter resulted primarily from the Companys hedging strategy and changes in the value of the Euro and U. S. dollar as compared to the Canadian dollar during the period. 1 Operating margin, operating margin percent and earnings before interest, taxes, depreciation and amortization (EBITDA) are non-GAAP (Generally Accepted Accounting Principles) earnings measures that do not have a standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other issuers. 2006 QUARTERLY REPORT 7 MANAGEMENTS DI SCUSSI ON AND ANALYSI S Income before interest and income taxes totalled $22.4 million for the rst quarter of 2006, as compared to $12.4 million for the same period in 2005, an increase of $10.0 million, or 81%. During the quarter, the Company experienced an effective income tax rate of 37.8% as compared to 35.3% for the same period in 2005. This increase is a result of the Company not recognizing the benet of losses generated in certain foreign jurisdictions and a provision for the reassessment of prior year taxes. During the rst quarter of 2006, Enerex increased its net income by $5.5 million to $12.9 million over the same period of 2005. SEGMENTED RESULTS Enerex has three business segments: Service, Engineered Systems and Production Services, which operate as follows: 1. Service is comprised of two divisions: Syntechs electrical, instrumentation and controls business in Canada; and Mechanical Service, with business units operating in Canada (Pamco Jiro Service), the Netherlands (Landr Ruhaak bv), Australia (Gas Drive Systems Pty Limited) and Indonesia (PT Gas Drive Systems Indonesia), its interest in S&L Energie Projekte GmbH, a 51% owned joint-venture in Germany and its interest in Gaz serwis - Polska Sp. z.o.o., a 33.3% owned afliate in Poland. 2. Engineered Systems is comprised of two divisions: Compression and Power has ve business units: EFX Compression located in Calgary, Alberta, providing custom and standard compression packages for both reciprocating and screw compressor applications above 800 horsepower; Power, which provides electrical generation equipment in the under 10 mega-watt market; EFX Compression USA in Odessa, Texas, packages specialty natural gas applications; Jiro Compression, located in Stettler, Alberta, focusing on lower horsepower (sub 800 hp) screw compressor products; and Compression Services, located in Calgary, Alberta, re-engineering and refurbishing legacy compression equipment; and, Production and Processing has three business units: Pressons modular natural gas processing equipment manufacturing facility in Nisku, Alberta; Mactronics waste gas systems which are designed and fabricated in Red Deer, Alberta; HPS Group Pty Ltd., located in Perth, Western Australia; and the Companys 46.5% interest in the Presson Descon International (Private) Limited (PDIL) joint-venture, operating in Pakistan. 3. Production Services: providing compression, power generation and natural gas processing equipment rentals, primarily in Canada. This division also supplies Enerexs newest service offering of Variable Cost Compression and owns 40% of Total Production Services Inc., based in Alberta. SERVICE The Service business segment provides a complete line of mechanical, and electrical, instrumentation and controls services to the oil and gas industry through an extensive branch network in Canada, Germany, the Netherlands, Australia and Indonesia. Service is the Companys second largest business segment. It employs 40% of staff, holds 33% of the total assets, generates 36% of the Companys revenue and produces 32% of Enerexs income before interest and income taxes. Key performance metrics include labour utilization, revenue, gross margin percent and income before interest and income taxes. Enerex, through various business units, is an authorized distributor for Waukesha engines and parts in Canada, Australia, Indonesia, Papua New Guinea, the Netherlands, Germany, Portugal, Poland and Spain. Mechanical Service revenues tend to be fairly stable as ongoing equipment maintenance is generally required to preserve the customers natural gas production, with higher revenues in the rst quarter. EI&C services are provided in Canada through Syntech where revenues are more cyclical as they are generated from both maintenance spending and from infrastructure investment. 8 ENERFLEX SYSTEMS LTD. MANAGEMENTS DI SCUSSI ON AND ANALYSI S (Unaudited) (Thousands) Three months ended March 31 2006 2005 Service segment revenue $ 77,617 $ 63,698 Intersegment revenue (3,231) (3,517) Revenue 74,386 60,181 Gross margin 20,777 15,558 EBITDA 1 7,943 3,830 Income before interest and income taxes $ 7,130 $ 2,949 Service revenue was $74.4 million for the three months ended March 31, 2006 and comprised 36% of consolidated revenue. This compares to $60.2 million and 41% of consolidated revenue during the same period in 2005. Mechanical Service generated 56% of the segments revenue in the rst quarter of 2006 and 58% in the same period of 2005. EI&C contributed 44% of the segments revenue in the rst quarter of 2006 and 42% in the same period of 2005. The increase in segment revenue of 24%, or $14.2 million, was a result of higher demand for parts and services, improved inventory and supply chain management and strong oileld service activity in Canada. Gross margin for the segment totalled $20.8 million, or 27.9%, as compared to $15.6 million, or 25.9%, in 2005. The increase in gross margin percent was caused by higher demand for the Companys services and increased utilization rates. In general, pricing increases were offset by increases in input costs, such as parts, materials, personnel costs and the costs associated with responding to supply chain management issues that arise in periods of high demand for these products. Income before interest and income taxes in the rst quarter of 2006, as compared to the same period of 2005, increased by $4.2 million, or 142%, to $7.1 million as a result of these same factors. The improvement in the income before interest and income taxes of the segment from 4.9% of revenue for the three months ended March 31, 2005 to 9.6% of revenue in 2006 was due to the above factors, better leveraging of existing branch costs and a focus on improving execution of services. Mechanical Service Mechanical Service revenue for the rst three months of 2006 was $41.6 million, or 20% higher than 2005 revenue of $34.7 million. In Canada, which accounted for 68% of the divisions revenue in both 2006 and 2005, sales increased by 20% from 2005 as a result of strong utilization rates, an expansion of product offerings to include additional suppliers of equipment, increased efciency in exchange parts due to the centralization of a rebuild facility in 2004, increased customer demand and modest price increases for parts and services. International revenue also increased by 20% in the rst three months of 2006 over the same period in 2005. The increase in international revenue resulted from higher utilization, new maintenance contracts in Australia, increased service in Europe and engine sales to Indonesia. Gross margins for Mechanical Service increased by $2.7 million or 26% in the rst quarter of 2006 as compared to the same period in 2005. As a percentage of revenue, the gross margin increased from 29.1% to 30.7%. Increased customer demand accounted for the increase in gross margin with pricing increases offsetting the increase in costs of parts and personnel associated with the services. The divisions income before interest and income taxes for the rst three months of 2006 increased by $2.2 million, or 85%, as compared to the rst quarter in 2005, as it leveraged its existing xed branch and administrative services to meet the expanding demands of its customers. 1 Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP (Generally Accepted Accounting Principles) earnings measure that does not have a standardized meaning prescribed by GAAP and therefore is unlikely to be comparable to similar measures presented by other issuers. 2006 QUARTERLY REPORT 9 MANAGEMENTS DI SCUSSI ON AND ANALYSI S Electrical, Instrumentation & Controls The EI&C division continued to improve its gross margin as a percentage of revenue for the rst three months of 2006. During the quarter, EI&C generated revenue of $32.8 million, an increase of $7.4 million, or 29%, as compared to $25.4 million in the rst quarter of 2005. The EI&C business in Canada is highly competitive. Consequently, this division realizes lower margins than the Mechanical Service division and as such, it requires a focused and disciplined approach to the bidding and execution of the services provided. In 2006, the division focused the scope of contracts it would pursue to cost plus arrangements and on obtaining projects with higher margin potential. In addition, the division continued its efforts towards reducing the cost of maintaining the branch infrastructure requirements throughout Alberta, Saskatchewan and northeast British Columbia. Through this strategy and with the increase in demand for the divisions services, its gross margin increased by $2.6 million, or 47%, in the rst quarter of 2006 as compared to the same period in 2005. As a percentage of revenue, gross margin for the quarter was 24.4% as compared to 21.4% one year earlier. The divisions earnings before interest and income taxes increased by $2.0 million and were 537% higher for the rst three months of 2006 as compared to the same period in 2005. ENGINEERED SYSTEMS The Engineered Systems business segment engineers, fabricates and assembles standard and custom-designed compression packages, production and processing equipment and facilities, and power generation systems. The key performance metrics for this business segment are market share, plant utilization, overhead application rates and gross margin as a percentage of revenue. Engineered Systems is the Companys largest business segment. It employs 56% of staff, holds 46% of the total assets, generates 60% of the Companys revenue and produces 44% of Enerexs income before interest and income taxes. Engineered Systems business tends to have more volatility in revenue, gross margin and income before interest and income taxes than Enerexs other business segments. Revenues are derived primarily from the investments made in natural gas infrastructure by producers. Capital spending by Enerexs customers was high in 2001, dropped sharply in 2002 and early 2003, increased in late 2003 and continued to grow throughout 2004 and 2005. It is presently estimated by industry commentators that this increased investment rate will continue in 2006. Factors expected to positively affect this include: increased investments in Canadian oil sands development projects; expansion of the Australian natural gas distribution system; the need for additional international natural gas processing facilities; and coal bed methane (CBM) production in North America and Australia. (Unaudited) (Thousands) Three months ended March 31 2006 2005 Engineered Systems segment revenue $ 131,046 $ 84,359 Intersegment revenue (6,886) (4,858) Revenue 124,160 79,501 Gross margin 20,531 10,821 EBITDA 1 11,699 5,493 Income before interest and income taxes $ 10,006 $ 4,419 1 Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP (Generally Accepted Accounting Principles) earnings measure that does not have a standardized meaning prescribed by GAAP and therefore is unlikely to be comparable to similar measures presented by other issuers. 10 ENERFLEX SYSTEMS LTD. MANAGEMENTS DI SCUSSI ON AND ANALYSI S Engineered Systems continued to meet the challenges of signicant supplier lead times and the high demand for skilled labour, and, combined with a strong market, achieved revenue growth and margin improvement. Engineered Systems revenue totalled $124.2 million for the rst three months of 2006 and comprised 60% of consolidated revenue. This compares to $79.5 million and 54% of consolidated revenue in the rst three months of 2005. Compression and Power generated 61% of the segments revenue for the rst quarter of 2006 as compared to 71% in the same period of 2005. Production and Processing contributed 39% of the segments revenue for the rst three months of 2006 as compared to 29% in the same period of 2005. The increase of $44.7 million, or 56%, in segment revenue was a result of the acquisition of HPS, increased domestic revenue in the Production and Processing division, the continuation of the Production and Processing divisions Egyptian project, increased demand for the Companys high horsepower compression products, the introduction of new products and increases in the pricing of the segments products. Gross margin for the segment totalled $20.5 million, or 16.5%, for the three months ended March 31, 2006, as compared to 13.6% in the same period of 2005. The increase in gross margin of $9.7 million, or 90%, was a result of the same factors that improved the segments revenue. Income before interest and income taxes increased by $5.6 million, or 126%, to $10.0 million for the three months ended March 31, 2006 as a result of the above-mentioned factors. Compression and Power The Compression and Power division contributed revenue of $76.3 million for the three months ended March 31, 2006, an increase of $20.1 million, or 36% over the same quarter of 2005. International revenue in the division totalled $6.3 million for the rst three months of 2006, as compared to $9.7 million in the rst quarter of 2005, due to a shift in timing of orders. This resulted in lower earned international revenue in 2006. Expanded product ranges for both reciprocating and screw compression applications, increased customer demand for compression equipment, increasing customer requirements for in-eld compression refurbishment of legacy compression assets and pricing improvements accounted for the increased revenue. The development of ve new models of screw compressors above 600 horsepower in 2005 resulted in the receipt of several orders totalling $45 million in the rst quarter of 2006. While denitive market share data is difcult to obtain, Enerex estimates that its Canadian large horsepower compressor package market share was increasing in the high horsepower screw compression market segment, but was constant overall in the rst quarter of 2006 and 2005. The improvement in pricing leverage is attributed to the high levels of customer demand, concerns over the lead times associated with major component parts and the introduction of expanded product offerings that better suit the customers changing compression requirements. During the quarter, gross margin increased by $4.9 million, or 67%, as compared to the rst quarter of 2005, as a result of increased revenue, improved plant utilization and price increases. These were partially offset by increased component, material and personnel related costs, higher overhead rates and costs associated with the design and production of new products and services. At present, Enerex owns approximately 370,000 square feet of compression shop oor space in North America and during the quarter management estimates that the average utilization rate, based on the theoretical plant capacity in labour hours, was 79% as compared to 64% in 2005. Increases in the utilization of the facilities, due to increased customer demand, were offset by increases in overhead costs, resulting in an increase in overhead costs per hour of 6%, as compared to 2005. Compression and Powers income before interest and income taxes increased by 144% in the rst quarter of 2006 as compared to the same period in 2005 as a result of the factors mentioned above. 2006 QUARTERLY REPORT 11 MANAGEMENTS DI SCUSSI ON AND ANALYSI S Production and Processing The Production and Processing division contributed revenue of $47.9 million for the three months ended March 31, 2006, an increase of $24.6 million, or 106% over the same period in 2005. While denitive market share data is difcult to obtain, Enerex estimates that it has maintained its domestic and international market share, and through the acquisition of HPS, Enerex has increased its market share in Australia. In each market segment competition remains strong. The increase in the divisions revenues was generated $20.5 million in Australia, $1.1 million in other international markets and $3.0 million from domestic markets. During the quarter, domestic demand continued to be strong. The international backlog is also solid, and includes natural gas processing facilities under construction for Egypt and Indonesia, and a signicant project for installation of compressor stations in Western Australia. During the quarter, gross margin also increased by $4.8 million, or 136%, as compared to the rst quarter of 2005 as a result of $3.8 million from the addition of HPS and higher Canadian demand for the divisions products. At present, Enerex owns approximately 100,000 square feet of production and processing shop oor space in Alberta, Canada and 62,000 square feet of shop oor space in Perth, Western Australia. During the quarter, management estimates that the average utilization rate, based on available labour hours, was 92% as compared to 94% in 2005 in its Canadian based facilities and 90% in its Australian based facilities. The divisions income before interest and income taxes increased by 98% during the quarter as compared to the same period in 2005, as a result of the acquisition of HPS and additional domestic projects. Engineered Systems Segment Bookings During the quarter, Enerex increased its order bookings in the Engineered Systems segment to record levels. Bookings during the rst three months of 2006 increased by approximately 95% as compared to bookings recorded in the rst quarter of 2005. The Engineered Systems segments order backlog at March 31, 2006 was approximately 234% above the segments order backlog at March 31, 2005, and 22% above the order backlog at December 31, 2005. PRODUCTION SERVICES The Production Services business segment provides a variety of rental and leasing alternatives for natural gas compression, power generation and processing equipment. As of March 31, 2006, Production Services rental eet was comprised of approximately 365 compression units, representing 99,000 horsepower, and 160 processing units. This compared with 350 compression units, or 97,000 horsepower, and 140 processing units as at March 31, 2005. This resulted in an average compression eet of 366 units and 102,000 horsepower for the three months ended March 31, 2006. The key performance metrics in this business are eet size, utilization rates and rental rates. The Production Services segment employs 1% of Enerexs employees, holds 19% of the total assets, generates 4% of the Companys revenue and produces 24% of Enerexs income before interest and income taxes. The Companys rental eet is located principally in western Canada. Expansion in international markets commenced during 2004, and is presently being continued on a selective basis to minimize the risk from these new markets. As of March 31, 2006, Enerexs compression rental eet included 11 units located in the United States and 6 units in Australia. 12 ENERFLEX SYSTEMS LTD. MANAGEMENTS DI SCUSSI ON AND ANALYSI S (Unaudited) (Thousands) Three months ended March 31 2006 2005 Production Services segment revenue $ 8,284 $ 8,039 Intersegment revenue (7) (32) Revenue 8,277 8,007 Gross margin 5,246 5,149 EBITDA 1 7,423 6,912 Income before interest and income taxes 5,307 5,009 Capital expenditures, net of proceeds on disposal $ 2,457 $ (1,372) Revenue for the rst three months of 2006 increased by $0.3 million, or 3%, to $8.3 million, over the same period in 2005. The revenue increase experienced in the rst quarter of 2006 over 2005 was a result of increased utilization rates in the power and processing eet and increased capital deployed in both eets. While the segment rents compression, power and processing equipment, the main driver for its revenue growth is the rental of compression equipment. During the quarter, the segments revenue was generated 89% by compression and 11% by power and processing equipment. The segment experienced process eet utilization rates, based on capital deployed, of 80.8% compared to 61.3% in 2005. Compression eet utilization rates, based on capital deployed, decreased from 84.4% to 75.2% in 2006. The reduction in compression utilization rates was primarily attributed to rental units acquired at or subsequent to the end of the initial rental term by customers. With higher than anticipated energy prices resulting in stronger cash ows and working capital in the hands of the segments customers, customers tended to acquire new compression assets, as exhibited through the increase in revenues generated by the Compression and Power division, and to purchase compression assets previously under rent. During the quarter, Production Services sold 14 compression units and 4 power and process equipment units from its eet, for gross proceeds of $7.5 million, of which $3.8 million was received by March 31, 2006, and a gain on sale of $1.2 million. This compares to 15 compression units and 15 power and process equipment units, for gross proceeds of $6.5 million and a gain on sale of $0.6 million in the rst quarter of 2005. The sale of units generally occurs when customers exercise their contractual option to purchase equipment. In order to facilitate the expansion of Enerexs rental eet, the Company has altered the buyout provisions of new rental contracts in a manner which discourages renters from acquiring the rental assets subsequent to the end of the contract expiry date. To satisfy growing demand for rental compression, Enerex added 10 compression units and 10 power and processing units to its eet in the quarter, for an investment of $6.3 million. This turnover of assets renews the eet, resulting in an average eet age of less than ve years. Production Services expects continued growth in demand for its products in Canada, and has targeted specic geographic regions for expansion in the United States and abroad. Production Services does not generally increase the capital invested in its eet unless it has rental contracts. Growth in the rental eet is expected to be the largest internal capital investment opportunity for the Company in 2006. By the third quarter, Production Services will expand the scope of the process eet by adding a refrigeration unit, currently under construction by the Production and Processing division. As at March 31, 2006, the segment had approximately 7,500 horsepower of additional committed compression equipment under construction. 1 Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP (Generally Accepted Accounting Principles) earnings measure that does not have a standardized meaning prescribed by GAAP and therefore is unlikely to be comparable to similar measures presented by other issuers. 2006 QUARTERLY REPORT 13 MANAGEMENTS DI SCUSSI ON AND ANALYSI S Variable Cost Compression (VCC) is an initiative which involves Enerex owning, operating, maintaining and optimizing eld equipment on behalf of producers for a variable fee based on throughput and uptime. This initiative provides Enerex the opportunity to combine the strength of its balance sheet with its expertise in compression optimization in order to improve the returns generated from existing compression assets for both its customers and its shareholders. Enerex is pleased with the initial level of interest in this new offering and the Company presently estimates that it could deploy $10.0 million in capital towards this endeavour during 2006. In April of 2006, a letter of intent was received for the rst VCC contract. FINANCIAL CONDITION AND LIQUIDITY For the rst three months of 2006, Enerex reduced its cash balances by $4.3 million, compared with $3.7 million in 2005. This reduction occurred as the Company incurred net additions to property, plant and equipment of $4.3 million, incurred $2.4 million net purchases of rental assets, repaid operating loans of $10.9 million, paid $2.3 million in dividends, repurchased shares for $0.3 million and increased working capital by $8.1 million. These activities were offset by funds generated from operations before changes in non-cash working capital of $16.5 million, $6.6 million in increased long-term debt, and the receipt of proceeds on the exercise of stock options of $0.9 million. During the quarter, non-cash working capital from operations increased by $11.4 million as a result of a $1.8 million increase in accounts and income taxes receivable, an $8.2 million increase in inventory, and a $1.4 million decrease in total accounts payable. The increase in accounts receivable reects the increase in revenue in 2006. Inventories increased in order to ensure the Company had access to sufcient quantities of major components and parts for items that are continuing to experience long re-order lead times. On April 28, 2006, the Company had 22,694,996 common shares outstanding. Enerex has a dividend policy, which is reviewed on an annual basis. On April 20, 2006, the Company declared a quarterly dividend equal to $0.125 per common share, which equates to an annualized dividend payment to shareholders of $0.50 per common share, payable on July 7, 2006 to shareholders of record June 22, 2006. During the quarter, there were no signicant changes in the structure of the Companys bank credit facilities. The Credit Agreement provides for a $75 million revolving operating facility and a $100 million extendible revolving term loan facility. The availability of the operating facility is subject to a monthly borrowing base calculation that considers eligible accounts receivable and inventories. As of March 31, 2006, $175.0 million of the $175.0 million facility was available to the Company and Enerex had drawn $119.8 million, comprised of $103.0 million in cash borrowings and $16.8 million in letters of credit or guarantees, leaving approximately $55.2 million available for future drawings. If the term loan is not extended at the end of its term, which is extendible at the banks option on June 22 of each year, it will be repayable in 36 equal consecutive monthly principal installments. The loans are collateralized by a rst oating charge over all of the assets of the Company, and require the Company to meet certain covenants, including a limitation on the debt-to-EBITDA 1 ratio. Enerex was in full compliance with these covenants at March 31, 2006 and April 28, 2006. These credit facilities provide the nancing required to support the Companys operating requirements, as well as the exibility to pursue growth opportunities. In September 2005, the Companys subsidiary, Enerex Australia Holdings Pty Limited, entered into an Australian $20.0 million surety bonding facility in order to assist the Australian operations in obtaining future contracts. The facility is collateralized by a guarantee of the Australian subsidiary and a corporate guarantee of Enerex. As of March 31, 2006 surety bonds totalling Australian $5.4 million had been issued and as at April 28, 2006 surety bonds totalling $5.4 million had been issued. CONTRACTUAL OBLIGATIONS AND COMMITTED CAPITAL INVESTMENT The Companys contractual obligations, assuming that the extendible revolving term loan facility is renewed in June 2006, are contained in the following table: Contractual Oligations Payments Due by Period
(thousands) Less than one year 1-3 years 4-5 years Thereafter Total Leases $ 5,894 $ 12,236 $ 4,640 $ 3,829 $ 26,599 Purchase obligations 71,597 22,548 - - 94,145 Total $ 77,491 $ 34,784 $ 4,640 $ 3,829 $ 120,744 The majority of the Companys lease commitments are operating leases for Service vehicles. The majority of the Companys purchase commitments relate to major components subject to signicant lead times for the Engineered Systems segment. These purchase obligations were made in order to x the costs associated with these items, ensure the delivery of major components for existing sales obligations and to provide the Company with a competitive advantage for the awarding of future sales contracts. Also included are long-term information technology and communications contracts entered into in order to reduce the overall costs of services received. In addition to the contractual obligations above, Enerex has budgeted for capital spending investments of $56.7 million in 2006. Of that, $34.0 million relates to the expansion of the Companys rental eet; $10.0 million in compression facilities for Variable Cost Compression; $1.1 million relates to the construction of a facility for Pressons large vessel fabrication operations; $4.1 million relates to business application software and information technology investments; and the balance is normal replacement and expansion needs. As of April 28, 2006, a total of $30.7 million has been committed. INTERNAL CONTROLS The creation of Bill 198 by the Ontario legislature, and Multilateral Instruments (MI) 52-109, 52-110, and 52-111 by the Canadian Securities Administrators, resulted in additional legal requirements for Corporate Governance. These instruments are the Canadian response to the Sarbanes-Oxley legislation in the U.S. Enerex is committed to adopting emerging and best practices in Corporate Governance. The Company believes that Corporate Governance is fundamental to an efcient and effectively operated organization, as it contributes to business and nancial success. 14 ENERFLEX SYSTEMS LTD. MANAGEMENTS DI SCUSSI ON AND ANALYSI S 2006 QUARTERLY REPORT 15 MANAGEMENTS DI SCUSSI ON AND ANALYSI S Details of accomplishments to the end of 2005 are listed in the annual MD&A. In the rst quarter of 2006, the following was accomplished: continued remediation for control gaps identied; commenced identifying key controls; developed a testing plan for internal controls for the balance of 2006; and evaluated the March proposal made by the Canadian Securities Administrators to repeal MI 52-111 and therefore remove the external audit requirement on internal controls. The proposal modies MI 52-109 so that management will still be required to certify that internal controls are functioning. Two signicant challenges facing Enerex regarding this project include the uncertainty surrounding the regulations and the difculty in attracting and retaining sufciently qualied personnel to complete the remediation and internal assessments in order to certify. This project is on schedule. With respect to the evaluation and documentation of internal controls over nancial reporting, and excluding the costs incurred with respect to specic remediation efforts, the Company has incurred costs of approximately $3.7 million from the projects initiation up to and including March 31, 2006. At present Enerex estimates that an additional $0.8 million will be incurred during 2006. INDUSTRY OUTLOOK The current favourable economics for the oil and gas industry and trends within Enerexs markets continue to provide growth opportunities. Management believes that three developing trends which could impact the Companys outlook are: Customers in domestic markets are becoming more receptive to outsourcing their production infrastructure on a fee for service basis. A new generation of natural gas producer focused on a shorter business cycle with shorter-life reserves and the growth of income trusts, which place a greater priority on cash ow, and the drive to optimize legacy gas production facilities in western Canada, have heightened this interest. The oil and natural gas sector continues to become more global. While oil and gas production in North America is maturing, the industry outside North America is largely in its infancy and international markets therefore present a growth opportunity. The rapid industrialization of China and the Indian subcontinent is driving worldwide demand for natural gas. This demand, combined with development of liqueed natural gas, is expanding the market for production and processing infrastructure. International customers are focused on their core business of exploration and production, and want a fully integrated service provider for engineering, fabrication, transportation, construction, commissioning and maintenance. There is a growing shortage of human capital in the industry. This is a serious long-term issue that results primarily from demographics and the increasing demand for skilled employees. As a result, customers are placing greater reliance on energy service companies to deliver these skills on an as and when needed basis rather than the historical approach of maintaining these capabilities in house. While this skills shortage represents an opportunity it has also evolved into Enerexs greatest challenge. 16 ENERFLEX SYSTEMS LTD. MANAGEMENTS DI SCUSSI ON AND ANALYSI S While Enerex continues to build its international presence and develop its Variable Cost Compression service offering to take advantage of the trends identied above, the Companys fortunes will continue to be tied to natural gas capital and operating expenditures in western Canada. Approximately 24,800 wells were completed in 2005, of which approximately 69% were natural gas wells. In 2006, industry analysts forecast that capital expenditures on plant and equipment will remain strong, and wells completed will be 5 to 10% higher than 2005. Many forecasters expect that, in the absence of signicant discoveries, North American conventional natural gas production will decrease. Sustaining or increasing production volumes is progressively more dependent upon development of tight gas and coalbed methane, both of which require more compression than traditional reservoirs, and expansion in frontier regions such as the Northwest Territories. The continuation of higher natural gas prices similar to or above those experienced in recent years will be required to support gas development in these areas. During this period of high activity, the availability of major components used in the fabrication of the Companys products and access to skilled personnel to meet the technical and trade requirements for designing and assembling these products are under increasing pressure on a worldwide basis. 2006 QUARTERLY REPORT 17 CONSOLI DATED FI NANCI AL STATEMENTS Consolidated Financial Statements CONSOLIDATED BALANCE SHEETS (Unaudited) (Thousands) March 31, 2006 December 31, 2005 ASSETS Current assets Cash $ 12,090 $ 16,350 Accounts receivable 165,736 163,899 Inventory 92,539 84,378 Future income taxes 3,909 3,983 Total current assets 274,274 268,610 Rental equipment 88,158 90,348 Property, plant and equipment 65,515 65,585 Assets under construction 5,369 3,374 Investment in afliates 2,933 2,797 Future income taxes 4,869 4,868 Intangible assets 8,553 7,355 Goodwill 119,719 121,378 $ 569,390 $ 564,315 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities Operating bank loans $ 32,382 $ 43,310 Accounts payable and accrued liabilities 86,628 90,561 Accrued dividends payable 2,832 2,260 Income taxes payable 9,611 7,612 Current portion of long-term debt 20,712 12,717 Total current liabilities 152,165 156,460 Long-term debt 62,136 63,587 Other long-term liabilities 2,568 1,969 Future income taxes 12,658 13,042 229,527 235,058 Guarantees, commitments and contingencies (Note 1) Shareholders equity Share capital (Note 2) 185,139 184,151 Cumulative translation adjustment (6,681) (6,250) Contributed surplus 1,912 1,739 Retained earnings 159,493 149,617 339,863 329,257 $ 569,390 $ 564,315 See accompanying Notes to the Consolidated Financial Statements. 18 ENERFLEX SYSTEMS LTD. CONSOLI DATED FI NANCI AL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Thousands, except share amounts) Three Months Ended March 31 2006 2005 Revenue $ 206,823 $ 147,689 Cost of goods sold 160,269 116,161 Gross margin 46,554 31,528 Selling, general and administrative expenses 25,325 19,726 Foreign currency (gains) losses (212) 97 Gain on sale of assets (867) (672) Equity earnings from afliates (135) - Income before interest and taxes 22,443 12,377 Interest 1,694 962 Income before income taxes 20,749 11,415 Income taxes 7,845 4,033 Net income $ 12,904 $ 7,382 Net income per common share - basic (Note 4) $ 0.57 $ 0.33 - diluted $ 0.57 $ 0.33 Weighted average number of common shares 22,645,451 22,408,621 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (Unaudited) (Thousands) Three Months Ended March 31 2006 2005 Retained earnings, beginning of period $ 149,617 $ 118,540 Normal course issuer bid (Note 2) (196) - Net income 12,904 7,382 Dividends (2,832) (2,247) Retained earnings, end of period $ 159,493 $ 123,675 See accompanying Notes to the Consolidated Financial Statements. 2006 QUARTERLY REPORT 19 CONSOLI DATED FI NANCI AL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Thousands) Three Months Ended March 31 2006 2005 OPERATING ACTIVITIES Net income $ 12,904 $ 7,382 Depreciation and amortization 4,622 3,858 Future income taxes (334) (3,268) Gain on sale of assets (867) (672) Equity earnings from afliates (135) - Stock option expense (Note 3) 311 135 16,501 7,435 Changes in non-cash working capital and other (4,702) (8,944) Cash ow from operations 11,799 (1,509) INVESTING ACTIVITIES Purchase of: Rental equipment (6,274) (5,096) Property, plant and equipment (2,319) (1,322) Assets under construction (1,996) (579) Proceeds on disposal of: Rental equipment 3,832 6,453 Property, plant and equipment 19 66 (6,738) (478) Changes in non-cash working capital and other (3,802) (384) (10,540) (862) FINANCING ACTIVITIES Decrease in operating bank loans (10,927) (1,357) Advance of long-term debt 6,568 - Stock options exercised 932 2,160 Normal course issuer bid (278) - Dividends (2,260) (2,234) (5,965) (1,431) Changes in non-cash working capital and other 446 76 (5,519) (1,355) Decrease in cash (4,260) (3,726) Cash, beginning of period 16,350 12,840 Cash, end of period $ 12,090 $ 9,114 See accompanying Notes to the Consolidated Financial Statements. Supplemental disclosure of cash ow information (Note 5). 20 ENERFLEX SYSTEMS LTD. NOTES TO CONSOLI DATED FI NANCI AL STATEMENTS (Unaudited) (Tabular dollar amounts in thousands, except per share/option amounts) The unaudited interim consolidated financial statements for the period ended March 31, 2006 should be read in conjunction with the consolidated financial statements for the year ended December 31, 2005, and the unaudited interim consolidated financial statements for the period ended March 31, 2005, as the interim consolidated financial statements do not conform in all respects to the note disclosure requirements of generally accepted accounting principles for annual financial statements. The interim consolidated financial statements are prepared in accordance with the same accounting policies and methods of their application as the most recent annual financial statements. Certain comparative amounts have been reclassified to conform to the current presentation. Note 1. GUARANTEES, COMMITMENTS AND CONTINGENCIES At March 31, 2006, the Company had outstanding letters of credit issued in lieu of holdbacks, performance guarantees and bid bonds of $22,356,000 (December 31, 2005 - $25,548,000) of which $1,567,000 (December 31, 2005 - $1,419,000) are insured by Export Development Canada, against wrongful call. The Company is involved in litigation and claims associated with normal operations against which certain provisions have been made in the nancial statements. Management is of the opinion that any resulting net settlement would not materially affect the nancial position, results of operations or liquidity of the Company. On March 13, 2006, the Company received a Statement of Claim in the amount of US $2 million in respect of certain product warranty claims. Management is presently investigating the merits of this claim and Management believes there is little or no liability associated with this claim. Aggregate minimum future required lease payments, primarily for operating leases for equipment, automobiles and premises are $26,599,000 for the remainder of 2006 and thereafter are as follows: 2006 $ 5,894 2007 6,971 2008 5,265 2009 3,176 2010 1,464 Thereafter 3,829 Total $ 26,599 In addition the company has purchase obligations for the remainder of 2006 , 2007 and 2008 as follows: 2006 $ 71,597 2007 20,957 2008 1,591 Total $ 94,145 Notes to Consolidated Financial Statements 2006 QUARTERLY REPORT 21 NOTES TO CONSOLI DATED FI NANCI AL STATEMENTS Note 2. SHARE CAPITAL Authorized The Company is authorized to issue an unlimited number of common shares and rst preferred shares. Issued March 31, 2006 December 31, 2005 Common Shares Amount Common Shares Amount Balance, beginning of period 22,607,890 $ 184,151 22,337,438 $ 178,540 Stock options exercised 72,856 1,070 148,276 2,769 Shares issued on acquisition (net of issuance costs) - - 122,176 2,842 Shares purchased and cancelled (10,000) (82) - - Balance, end of period 22,670,746 $ 185,139 22,607,890 $ 184,151 In December 2005, the Company issued a Normal Course Issuer Bid to purchase up to 1,130,313 shares, expiring on December 4, 2006. As at March 31, 2006, the Company has purchased 10,000 shares under this Issuer Bid. Note 3. STOCK-BASED COMPENSATION a) Stock Options On February 20, 2006, the Company issued 4,850 stock options to employees and directors at an exercise price of $26.55. The exercise price equals the average of the market price of the Companys shares on the ve days preceding the date of the grant. The estimated fair value of the options used for accounting purposes has been determined using a modied Black-Scholes option pricing model with the following assumptions: Three months ended March 31 2006 2005 Weighted average risk-free interest rate (%) 4.0 3.7 Weighted average expected life (in years) 4.0 5.8 Estimated volatility in the market price of the common shares (%) 31.2 33.6 Expected dividend yield (%) 1.8 1.4 Weighted average fair value per option $ 6.89 $ 9.19
Subsequent event On April 23, 2006 , 110,500 options were surrendered for no consideration. These options have been returned to the pool of options available for grant. 22 ENERFLEX SYSTEMS LTD. NOTES TO CONSOLI DATED FI NANCI AL STATEMENTS b) Share Units On February 20, 2006, the Company issued 2,400 Restricted Share Units (RSUs) to employees of the Company. Of these RSUs, 50% are subject to sliding scale performance criteria based on the increase in Return on Capital Employed (ROCE) in scal 2006 over that achieved in scal 2005. An increase in ROCE of 0.0%, or less, will result in 0% of the units subject to performance criteria being eligible for vesting. An increase in ROCE of 2.0%, or better, will result in 100% of the units subject to performance criteria being eligible for vesting. Each 0.1% increment between 0.0% and 2.0% in the change in ROCE increases the number of units eligible for vesting by 5%. c) Stock-based compensation expense The stock-based compensation expense included in the determination of net income is: Three months ended March 31 2006 2005 Stock options 311 135 Share units 559 221 Phantom Shares 2 - Total 872 356 Note 4. RECONCILIATION OF EARNINGS PER SHARE CALCULATIONS Three months ended March 31 2006 2005 Weighted average shares outstanding Weighted average shares outstanding Net Income Per share Net Income Per share Basic $ 12,904 22,645,451 $ 0.57 $ 7,382 22,408,621 $ 0.33 Options assumed exercised 770,200 713,399 Shares assumed purchased (655,844) (570,333) Diluted $ 12,904 22,759,807 $ 0.57 $ 7,382 22,551,687 $ 0.33 2006 QUARTERLY REPORT 23 NOTES TO CONSOLI DATED FI NANCI AL STATEMENTS Note 5. SUPPLEMENTAL INFORMATION Supplemental disclosure of cash ow information Three months ended March 31 2006 2005 Interest paid $ 1,638 $ 963 Interest received $ 146 $ 39 Income taxes paid $ 6,752 $ 10,826 Income taxes received $ 58 $ 464 Changes in non-cash working capital 2006 2005 Accounts and taxes receivable (1,837) 13,388 Inventory (8,161) (7,238) Accounts, taxes payable and accrued liabilities (1,363) (14,461) Foreign currency and other 3,303 (941) (8,058) (9,252) Resulting from operations (4,702) (8,944) Resulting from investing (3,802) (384) Resulting from nancing 446 76 (8,058) (9,252) Note 6. INTEREST IN JOINT-VENTURE The Company proportionately consolidates its 46.5% interest in the assets, liabilities, results of operations and cash ows of its joint-venture in Pakistan, Presson Descon International (Private) Limited. The 46.5% interest included in the Companys account includes: Balance sheet March 31, 2006 December 31, 2005 Current assets $ 1,483 $ 558 Long-term assets 143 147 Current liabilities 1,470 409 Long-term liabilities and equity $ 156 $ 296 Income Statement Three months ended March 31 2006 2005 Revenue $ 19 $ 248 Expenses (356) 288 Net income $ 375 $ (40) Cash ows Three months ended March 31 2006 2005 From operations $ 15 $ (1,366) From nancing activities (3) (4) From investing activities $ (5) $ (2) 24 ENERFLEX SYSTEMS LTD. NOTES TO CONSOLI DATED FI NANCI AL STATEMENTS NOTE 7. SEGMENTED INFORMATION The Company has three reportable segments: Service, Engineered Systems (formerly Fabrication) and Production Services (formerly Leasing). The Service reportable segment is the aggregation of the Mechanical Service and Syntech divisions. The Engineered Systems reportable segment is the aggregation of the Production and Processing and Compression and Power divisions. Three months ended March 31 Service Engineered Systems Production Services Consolidated 2006 2005 2006 2005 2006 2005 2006 2005 Segment revenue $ 77,617 $ 63,698 $ 131,046 $ 84,359 $ 8,284 $ 8,039 $ 216,947 $ 156,096 Intersegment revenue (3,231) (3,517) (6,886) (4,858) (7) (32) (10,124) (8,407) External revenue 74,386 60,181 124,160 79,501 8,277 8,007 206,823 147,689 Gross margin 20,777 15,558 20,531 10,821 5,246 5,149 46,554 31,528 Depreciation and amortization 813 881 1,693 1,074 2,116 1,903 4,622 3,858 Income before interest and income taxes 7,130 2,949 10,006 4,419 5,307 5,009 22,443 12,377 Segment assets 137,735 121,449 198,868 133,831 102,642 91,717 439,245 346,997 Corporate 10,426 14,848 Goodwill 50,528 52,686 61,835 52,086 7,356 7,356 119,719 112,128 Total segment assets 188,263 174,135 260,703 185,917 109,998 99,073 569,390 473,973 Capital expenditures 996 769 2,307 791 6,289 5,081 9,592 6,641 Corporate 997 356 10,589 6,997 Proceeds on disposal of assets $ 3 $ 45 $ 16 $ 21 $ 3,832 $ 6,453 3,851 6,519 Corporate - - $ 3,851 $ 6,519 2006 QUARTERLY REPORT 25 NOTES TO CONSOLI DATED FI NANCI AL STATEMENTS Revenue from foreign countries was: Three months ended March 31 2006 2005 Australia $ 24,804 $ 11,818 Egypt 8,591 318 Indonesia 990 531 Netherlands 4,512 5,347 Pakistan 1,771 5,896 United States 3,599 2,980 Other 13,007 10,033 $ 57,274 $ 36,923 Included in these amounts are gross exports from domestic operations of: $ 20,820 $ 22,662 Revenue is attributed to countries by the destination of the sale. Revenue from one customer represents approximately $23,043,000 (11%) of the Companys total revenue, for the three months ended March 31, 2006 across all segments. Total assets in foreign countries were as follows: March 31, 2006 December 31, 2005 Capital Assets & Goodwill Other Assets Total Assets Capital Assets & Goodwill Other Assets Total Assets Australia $ 15,445 $ 31,379 $ 46,824 $ 15,261 $ 30,241 $ 45,502 Netherlands 3,800 13,408 17,208 4,069 13,352 17,421 United States $ 7,094 $ 8,480 15,574 $ 9,255 $ 7,116 16,371 Other 7,781 7,997 Total assets $ 87,387 $ 87,291 Total assets are attributed to countries by the location of the business. 26 ENERFLEX SYSTEMS LTD. NOTES TO CONSOLI DATED FI NANCI AL STATEMENTS QUARTERLY DATA (Unaudited) ($ Millions, except per share data) 2006 2005 2004 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Revenue 206.8 203.1 162.7 157.1 147.7 167.7 141.3 119.8 128.3 EBITDA (1) 27.1 25.1 20.7 19.3 16.2 22.7 16.2 13.5 15.7 Income before income taxes 20.7 19.3 15.1 14.8 11.4 17.9 11.5 8.8 11.0 Net income 12.9 13.7 9.8 9.2 7.4 11.4 7.7 5.8 7.1 per common share - basic 0.57 0.61 0.44 0.41 0.33 0.51 0.35 0.26 0.32 Depreciation and amortization 4.6 4.3 4.3 3.6 3.9 3.7 3.9 3.8 3.7 Cash from operations 11.8 2.8 11.0 9.2 (1.5) 14.6 16.0 10.5 9.7 Capital expenditures, net Rental equipment 2.4 2.5 3.0 1.1 (1.4) 7.0 4.7 5.1 4.8 Property, plant and equipment 4.3 2.6 3.0 2.1 1.8 1.7 3.4 2.6 1.1 Dividends on common shares 2.8 2.3 2.3 2.2 2.2 2.2 2.3 2.2 2.2 Dividends per comon share () 12.5 10.0 10.0 10.0 10.0 10.0 10.0 10.0 10.0 Pre-tax income as a % of revenue 10.0 9.5 9.3 9.4 7.7 10.7 8.1 7.4 8.6 Enerex calclulates EBITDA as follows ($ Thousands): 2006 Income before interest and income taxes $ 22,443 Depreciation and amortization 4,622 EBITDA $ 27,065 COMMON SHARE DATA 2006 Q1 2005 2004 2003 2002 2001 2000 Trading price range of common stock: - high ($) 29.30 29.95 26.30 20.20 26.50 32.40 42.00 - low ($) 26.15 21.75 19.25 12.05 13.20 18.60 25.00 - close ($) 27.91 26.84 23.56 20.20 15.00 19.75 31.00 Trading volume (millions) 2.2 9.1 9.5 8.9 7.0 5.2 6.8 Common shares (millions) Outstanding at end of period 22.7 22.6 22.3 22.2 22.2 14.9 15.0 Weighted average - basic 22.6 22.5 22.3 22.2 18.2 14.9 15.0 (1) Earnings before interest, income taxes and depreciation and amortization (EBITDA) is a non-GAAP (Generally Accepted Accounting Principals) earnings measure that does not have a standardized meaning prescribed by GAAP and therefore is unlikely to be comparable to similar measures presented by other issuers. P. JOHN ALDRED DIRECTOR OFFICER OF THE CORPORATION Chairman and Chief Executive Ofcer Enerex Systems Ltd. Calgary AB PATRICK D. DANIEL (1,2) INDEPENDENT DIRECTOR President and Chief Executive Ofcer Enbridge Inc. Calgary AB DOUGLAS J. HAUGHEY (3) INDEPENDENT DIRECTOR President Gas Transmission West Duke Energy Corporation Calgary AB ROBERT B. HODGINS (1) INDEPENDENT DIRECTOR Investor and Corporate Director Calgary AB GEOFFREY F. HYLAND (2) INDEPENDENT DIRECTOR Consultant and Corporate Director Caledon ON NANCY M. LAIRD (1,3) INDEPENDENT DIRECTOR Investor and Corporate Director Calgary AB J. NICHOLAS ROSS (1,3) INDEPENDENT DIRECTOR Chairman and Chief Executive Ofcer Rover Capital Corporation Toronto ON ROBERT C. WILLIAMS (2) INDEPENDENT DIRECTOR Managing Director Equity Capital Markets and Syndication Scotia Capital Inc. Toronto ON LEONARD A. CORNEZ OFFICER OF THE CORPORATION Vice-President and Chief Financial Ofcer Calgary AB J. BLAIR GOERTZEN OFFICER OF THE CORPORATION President and Chief Operating Ofcer Red Deer AB RACHEL M. MOORE OFFICER OF THE CORPORATION Vice-President Human Resources and Privacy Ofcer Calgary AB WILLIAM A. MOORE OFFICER OF THE CORPORATION Vice-President Mechanical Service Calgary AB YVES J. TREMBLAY OFFICER OF THE CORPORATION Vice-President Syntech Calgary AB SEAN R. ULMER OFFICER OF THE CORPORATION Vice-President Production Services Calgary AB Directors (4) and Ofcers 1 Audit Committee 2 Corporate Governance Committee 3 Human Resources and Compensation Committee 4 As at April 28, 2006 CORPORATE DI RECTORY 2006 QUARTERLY REPORT 27 CORPORATE OFFICE Enerex Systems Ltd. 4700 47 Street SE Calgary AB T2B 3R1 Tel: 1.403.236.6800 Fax: 1.403.236.6816 Email: [email protected] Website: www.enerex.com AUDITORS Deloitte & Touche LLP Calgary AB SHARES The common shares of the Company are listed and traded on the Toronto Stock Exchange under the share symbol EFX. The Company is a constituent of the S&P/TSX Composite Index and the S&P/TSX Small Cap Index. WHISTLEBLOWER CONTACT North America: 1.866.294.5561 The Netherlands: 0800.0226174 Australia: 1.800.339276 www.ethicspoint.com BANKERS Canadian Imperial Bank of Commerce HSBC Bank Canada The Toronto Dominion Bank Calgary AB SOLICITORS Bennett Jones LLP Calgary AB REGISTRAR AND TRANSFER AGENT Computershare Trust Company of Canada Calgary AB