Original News Release
SEDAR Interim Financial Statements
Note September 30 2025 December 31 2024 (unaudited) (audited) ASSETS Current assets: Cash and cash equivalents $ 57,087 $ 38,419 Accounts receivable 161,605 149,048 Inventory 136,965 104,091 Prepaid expenses and deposits 21,010 17,640 376,667 309,198 Property, plant and equipment 633,410 622,499 Deferred income tax asset 1,257 1,958 Goodwill 4,053 4,053 $ 1,015,387 $ 937,708 LIABILITIES & SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 167,093 $ 125,106 Deferred revenue 80,417 47,225 Contingent consideration on business acquisition 4 1,752 2,878 Income taxes payable 3,693 4,508 Dividends payable 3,705 3,429 Current portion of lease liabilities 6,472 6,368 Current portion of long-term debt 5 – 40,947 263,132 230,461 Long-term debt 5 90,000 70,000 Lease liabilities 8,197 9,171 Deferred income tax liability 59,947 57,033 Shareholders’ equity: Share capital 6 232,264 239,269 Contributed surplus 5,790 5,279 Accumulated other comprehensive loss (14,304) (11,219) Non-controlling interest 286 245 Retained earnings 370,075 337,469 594,111 571,043 $ 1,015,387 $ 937,708 The notes on pages 6 to 13 are an integral part of these condensed interim consolidated financial statements. 2 2 0 2 5 T H I R D Q U A R T E R R E P O R T T O T A L E N E R G Y S E R V I C E S I N C . CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (in thousands of Canadian dollars) Three months ended Sept 30 Nine months ended Sept 30 Note 2025 2024 2025 2024 REVENUE $ 260,702 $ 241,940 $ 763,027 $ 659,960 Cost of services 203,044 178,530 583,858 491,092 Selling, general and administration 13,571 13,337 40,877 37,512 Other income (543) (844) (1,232) (720) Share-based compensation 7 1,983 518 2,795 1,940 Depreciation 23,295 23,091 69,000 66,186 Operating income 19,352 27,308 67,729 63,950 Gain on sale of property, plant and equipment 260 144 2,062 1,144 Finance costs, net (1,195) (2,330) (3,921) (6,318) Net income before income taxes 18,417 25,122 65,870 58,776 Current income tax expense 3,248 2,072 10,916 7,090 Deferred income tax expense 585 3,344 4,332 1,063 Total income tax expense 3,833 5,416 15,248 8,153 Net income $ 14,584 $ 19,706 $ 50,622 $ 50,623 Net income (loss) attributable to: Shareholders of the Company $ 14,504 $ 19,731 $ 50,581 $ 50,685 Non-controlling interest 80 (25) 41 (62) Income per share Basic 6 $ 0.39 $ 0.51 $ 1.35 $ 1.29 Diluted $ 0.38 $ 0.50 $ 1.33 $ 1.26 CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three months ended Sept 30 Nine months ended Sept 30 2025 2024 2025 2024 Net income $ 14,584 $ 19,706 $ 50,622 $ 50,623 Foreign currency translation 5,391 (31) (3,085) 7,271 Total other comprehensive income (loss) for the period 5,391 (31) (3,085) 7,271 Total comprehensive income $ 19,975 $ 19,675 $ 47,537 $ 57,894 Total comprehensive income (loss) attributable to: Shareholders of the Company $ 19,895 $ 19,700 $ 47,496 $ 57,956 Non-controlling interest 80 (25) 41 (62) The notes on pages 6 to 13 are an integral part of these condensed interim consolidated financial statements. 3 F O C U S • D I S C I P L I N E • G R O W T H T O T A L E N E R G Y S E R V I C E S I N C . CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME Unaudited (in thousands of Canadian dollars except per share amounts) Note Share Capital Contributed Surplus Accumulated Other Comprehensive Loss Non- controlling Interest Retained earnings Total Equity Balance at December 31, 2023 $ 251,283 $ 4,805 $ (25,506) $ 521 $ 299,6
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55 $ 530,758 Net income (loss) – – – (76) 60,801 60,725 Other comprehensive income – – 14,287 – – 14,287 Transactions with shareholders, recorded directly in equity Dividends ($0.36 per common share) – – – – (13,974) (13,974) Repurchase of common shares 6 (13,814) – – – (8,089) (21,903) Issue of share capital from exercise of stock options 1,800 (1,805) – – (924) (929) Partnership distributions – – – (200) – (200) Share-based compensation relating to stock options 7 – 2,279 – – – 2,279 (12,014) 474 – (200) (22,987) (34,727) Balance at December 31, 2024 $ 239,269 $ 5,279 $ (11,219) $ 245 $ 337,469 $ 571,043 Net income – – – 41 50,581 50,622 Other comprehensive loss – – (3,085) – – (3,085) Transactions with shareholders, recorded directly in equity Dividends ($0.30 per common share) – – – – (11,218) (11,218) Repurchase of common shares 6 (8,091) – – – (5,900) (13,991) Issue of share capital from exercise of stock options 1,086 (531) – – (857) (302) Share-based compensation 7 – 1,042 – – – 1,042 (7,005) 511 – – (17,975) (24,469) Balance at September 30, 2025 $ 232,264 $ 5,790 $ (14,304) $ 286 $ 370,075 $ 594,111 Note Share Capital Contributed Surplus Accumulated Other Comprehensive Loss Non- controlling Interest Retained earnings Total Equity Balance at December 31, 2023 $ 251,283 $ 4,805 $ (25,506) $ 521 $ 299,655 $ 530,758 Net income (loss) – – – (62) 50,685 50,623 Other comprehensive income – – 7,271 – – 7,271 Transactions with shareholders, recorded directly in equity Dividends ($0.27 per common share) – – – – (10,545) (10,545) Repurchase of common shares 6 (11,908) – – – (6,291) (18,199) Issue of share capital from exercise of stock options 1,188 (1,472) – – (153) (437) Partnership distributions – – – (200) – (200) Share-based compensation 7 – 1,940 – – – 1,940 (10,720) 468 – (200) (16,989) (27,441) Balance at September 30, 2024 $ 240,563 $ 5,273 $ (18,235) $ 259 $ 333,351 $ 561,211 The notes on pages 6 to 13 are an integral part of these condensed interim consolidated financial statements. 4 2 0 2 5 T H I R D Q U A R T E R R E P O R T T O T A L E N E R G Y S E R V I C E S I N C . CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUIT Y As at and for the nine months ended September 30, 2025 and 2024, and year ended December 31, 2024 Unaudited (in thousands of Canadian dollars) Note Three months ended Sept 30 Nine months ended Sept 30 2025 2024 2025 2024 Cash provided by (used in): Operations: Net income for the period $ 14,584 $ 19,706 $ 50,622 $ 50,623 Add (deduct) items not affecting cash: Depreciation 23,295 23,091 69,000 66,186 Share-based compensation 7 1,983 518 2,795 1,940 Gain on sale of property, plant and equipment (260) (144) (2,062) (1,144) Finance costs, net 1,195 2,330 3,921 6,318 Foreign currency translation (902) (999) (2,834) (336) Current income tax expense 3,248 2,072 10,916 7,090 Deferred income tax expense 585 3,344 4,332 1,063 Income taxes paid (2,366) (1,827) (11,984) (12,718) Cashflow 41,362 48,091 124,706 119,022 Changes in non-cash working capital items: Accounts receivable (919) (1,109) (12,560) (9,689) Inventory (35,741) 3,527 (32,874) (18,180) Prepaid expenses and deposits (5,699) (2,637) (3,370) (28) Accounts payable and accrued liabilities 25,827 9,029 31,266 21,896 Deferred revenue 32,677 3,452 31,987 14,156 Cash provided by operating activities 57,507 60,353 139,155 127,177 Investing: Purchase of property, plant and equipment (17,157) (14,700) (77,926) (65,038) Cash paid on acquisition 4 – – – (
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47,350) Proceeds on disposal of property, plant and equipment 1,016 156 3,910 1,705 Changes in non-cash working capital items 2,231 (441) 8,389 3,260 Cash used in investing activities (13,910) (14,985) (65,627) (107,423) Financing: Advances of long-term debt 5 – 5,000 30,000 65,000 Repayment of long-term debt 5 (10,000) (513) (50,947) (21,534) Repayment of lease liabilities (1,790) (1,742) (5,611) (5,134) Dividends to shareholders (3,723) (3,496) (10,942) (10,290) Repurchase of common shares (3,988) (5,183) (13,721) (17,853) Shares issued on exercise of stock options 174 – 174 64 Partnership distributions – – – (200) Interest paid (1,341) (2,319) (3,813) (15,863) Cash used in financing activities (20,668) (8,253) (54,860) (5,810) Change in cash and cash equivalents 22,929 37,115 18,668 13,944 Cash and cash equivalents, beginning of period 34,158 24,764 38,419 47,935 Cash and cash equivalents, end of period $ 57,087 $ 61,879 $ 57,087 $ 61,879 The notes on pages 6 to 13 are an integral part of these condensed interim consolidated financial statements. 5 F O C U S • D I S C I P L I N E • G R O W T H T O T A L E N E R G Y S E R V I C E S I N C . CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (in thousands of Canadian dollars) 1. Reporting Entity Total Energy Services Inc. (the “Company”) is incorporated under the Business Corporations Act (Alberta) and its head office is located in Calgary, Alberta at Suite 1000, 734 – 7th Avenue S.W. The condensed interim consolidated financial statements include the accounts of the Company, its subsidiaries and aboriginal partnerships established in Canada, the United States of America (the “United States”) and Australia. The Company provides a variety of products and services to the energy and other resource industries primarily in Canada, the United States and Australia, including contract drilling services, the rental and transportation of equip ment used in energy and other industrial operations, the fabrication, sale, rental and servicing of gas compression and process equipment and well servicing. 2. Basis of Presentation Statement of Compliance These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” of International Financial Reporting Standards (“IFRS”) and using the accounting policies outlined in the Company’s audited consolidated financial statements for the year ended December 31, 2024 (the “2024 Financial Statements”). These condensed interim consolidated financial statements do not include all the necessary annual disclosures and should be read in conjunction with the 2024 Financial Statements. These condensed interim consolidated financial statements were approved by the Board of Directors on November 12, 2025. Seasonality A significant portion of the Company’s field operations are conducted in Canada where the ability to move heavy equipment is dependent on ground conditions. As warm weather returns in the spring, the winter’s frost comes out of the ground rendering many secondary roads incapable of supporting the weight of heavy equipment until such roads have thoroughly dried out. The duration of this “spring breakup” has a direct impact on the Company’s activity levels and operating results in Canada. In addition, many exploration and production areas in northern Canada are accessible only in winter months when the ground is frozen hard enough to suppor
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t equipment. The timing of freeze up and spring breakup affects the ability to move equipment in and out of these areas. As a result, late March through May is traditionally the Company’s slowest period in Canada. Additionally, wet weather in Australia, normally in the first quarter, can restrict the Company’s Australian operations. Consequently, quarterly operating results may not be indicative of full year operating results. 3. Segmented Information The Company manages its business in five reportable segments: Contract Drilling Services, Rental and Transportation Services, Compression and Process Services, Well Servicing and Corporate. For each of the reporting segments, the Company’s Chief Operating Decision Maker reviews internal management reports on at least a quarterly basis. Corporate includes activities related to corporate and public company affairs. Inter-segment pricing is determined on an arm’s length basis. 6 2 0 2 5 T H I R D Q U A R T E R R E P O R T T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) As at and for the three months ended September 30, 2025 Contract Drilling Services Rentals and Transportation Services Compression and Process Services Well Servicing Corporate(1) Total Revenue $ 82,374 $ 21,041 $ 125,801 $ 31,486 $ – $ 260,702 Cost of services 59,867 11,371 107,078 24,728 – 203,044 Selling, general and administration 2,582 2,230 3,706 2,032 3,021 13,571 Other income – – – – (543) (543) Share-based compensation – – – – 1,983 1,983 Depreciation 12,156 5,376 3,121 2,495 147 23,295 Operating income (loss) 7,769 2,064 11,896 2,231 (4,608) 19,352 Gain (loss) on sale of property, plant and equipment (4) 183 80 1 – 260 Finance Income (costs), net 15 (49) (126) (13) (1,022) (1,195) Net income (loss) before income taxes 7,780 2,198 11,850 2,219 (5,630) 18,417 Goodwill – 2,514 1,539 – – 4,053 Total assets 440,485 167,067 306,589 90,928 10,318 1,015,387 Total liabilities 72,987 32,099 157,376 5,947 152,867 421,276 Capital expenditures 10,929 1,025 1,582 3,599 22 17,157 As at and for the three months ended September 30, 2025 Canada United States Australia International Total Revenue $ 125,564 $ 71,214 $ 63,924 $ – $ 260,702 Non-current assets(2) 371,460 129,973 136,030 – 637,463 As at and for the three months ended September 30, 2024 Contract Drilling Services Rentals and Transportation Services Compression and Process Services Well Servicing Corporate(1) Total Revenue $ 86,634 $ 19,437 $ 110,567 $ 25,302 $ – $ 241,940 Cost of services 63,727 9,165 86,723 18,915 – 178,530 Selling, general and administration 2,358 2,144 4,587 1,444 2,804 13,337 Other income – – – – (844) (844) Share-based compensation – – – – 518 518 Depreciation 12,287 5,145 2,788 2,446 425 23,091 Operating income (loss) 8,262 2,983 16,469 2,497 (2,903) 27,308 Gain on sale of property, plant and equipment 14 51 79 – – 144 Finance costs, net (17) (43) (109) (19) (2,142) (2,330) Net income (loss) before income taxes 8,259 2,991 16,439 2,478 (5,045) 25,122 Goodwill – 2,514 1,539 – – 4,053 Total assets 434,030 163,853 284,919 76,899 4,042 963,743 Total liabilities 84,042 26,558 111,634 6,473 173,825 402,532 Capital expenditures 9,184 2,269 1,076 2,171 – 14,700 As at and for the three months ended September 30, 2024 Canada United States Australia International Total Revenue $
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117,704 $ 82,514 $ 41,722 $ – $ 241,940 Non-current assets(2) 364,318 131,534 125,330 – 621,182 (1) Corporate includes the Company’s corporate activities and obligations pursuant to long-term credit facilities. (2) Includes property, plant and equipment and goodwill. T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) 7 F O C U S • D I S C I P L I N E • G R O W T H As at and for the nine months ended September 30, 2025 Contract Drilling Services Rentals and Transportation Services Compression and Process Services Well Servicing Corporate(1) Total Revenue $ 244,683 $ 60,251 $ 365,250 $ 92,843 $ – $ 763,027 Cost of services 176,498 32,196 300,916 74,248 – 583,858 Selling, general and administration 8,048 6,614 11,764 5,484 8,967 40,877 Other income – – – – (1,232) (1,232) Share-based compensation – – – – 2,795 2,795 Depreciation 36,621 15,464 9,071 7,173 671 69,000 Operating income (loss) 23,516 5,977 43,499 5,938 (11,201) 67,729 Gain on sale of property, plant and equipment 1,043 216 424 379 – 2,062 Finance income (costs), net 35 (132) (335) (40) (3,449) (3,921) Net income (loss) before income taxes 24,594 6,061 43,588 6,277 (14,650) 65,870 Goodwill – 2,514 1,539 – – 4,053 Total assets 440,485 167,067 306,589 90,928 10,318 1,015,387 Total liabilities 72,987 32,099 157,376 5,947 152,867 421,276 Capital expenditures 44,213 15,276 3,630 14,756 51 77,926 As at and for the nine months ended September 30, 2025 Canada United States Australia International Total Revenue $ 340,039 $ 245,964 $ 173,249 $ 3,775 $ 763,027 Non-current assets(2) 371,460 129,973 136,030 – 637,463 As at and for the nine months ended September 30, 2024 Contract Drilling Services Rentals and Transportation Services Compression and Process Services Well Servicing Corporate(1) Total Revenue $ 235,734 $ 59,614 $ 297,547 $ 67,065 $ – $ 659,960 Cost of services 171,011 29,933 238,453 51,695 – 491,092 Selling, general and administration 7,424 6,567 11,508 4,002 8,011 37,512 Other income – – – – (720) (720) Share-based compensation – – – – 1,940 1,940 Depreciation 34,669 15,228 7,999 7,269 1,021 66,186 Operating income (loss) 22,630 7,886 39,587 4,099 (10,252) 63,950 Gain (loss) on sale of property, plant and equipment 115 844 209 (24) – 1,144 Finance costs, net (55) (130) (321) (64) (5,748) (6,318) Net income (loss) before income taxes 22,690 8,600 39,475 4,011 (16,000) 58,776 Goodwill – 2,514 1,539 – – 4,053 Total assets 434,030 163,853 284,919 76,899 4,042 963,743 Total liabilities 84,042 26,558 111,634 6,473 173,825 402,532 Capital expenditures 30,762 7,442 15,263 11,571 – 65,038 As at and for the nine months ended September 30, 2024 Canada United States Australia International Total Revenue $ 294,720 $ 260,102 $ 102,184 $ 2,954 $ 659,960 Non-current assets(2) 364,318 131,534 125,330 – 621,182 (1) Corporate includes the Company’s corporate activities and obligations pursuant to long-term credit facilities. (2) Includes property, plant and equipment and goodwill. T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) 8 2 0 2 5 T H I R D Q U A R T E R R E P O R T 4. Business acquisition On January 17, 2024 the Company’s
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wholly owned subsidiary Savanna Energy Services Pty Ltd. (“Savanna Australia”) entered into an agreement with SLB to acquire all of the shares of Saxon Energy Services Australia Pty Ltd. (“Saxon”) for U.S. $37.0 million (CAD $50.1 million) cash (the “Acquisition”). This Acquisition was completed on March 7, 2024 (the “Effective Acquisition Date”). The Acquisition has been accounted for as a business combination using the acquisition method whereby the net assets acquired, and liabilities assumed are recorded at fair value. The purchase price allocation was based on man agement’s best estimates of fair values of Saxon’s assets and liabilities as at the Effective Acquisition Date. March 7, 2024 Trade accounts receivable and accrued receivables $ 10,478 Inventory 3,824 Property, plant and equipment 48,532 Deferred tax asset 1,775 Accounts payable and other liabilities (14,554) Net assets acquired 50,055 Cash paid on acquisition 47,350 Contingent consideration 2,705 Total consideration $ 50,055 The fair values of trade accounts receivable and other current assets, and accounts payable and other liabilities approximate their carrying values due to the short-term maturity of the instruments. Fair value of property plant and equipment was determined by utilizing current market information for similar equipment, adjusted for the specific design, mechanical condition and marketability of such equipment. Key assumptions underlying managements’ estimate of fair value include expectations as to future market conditions in the oil and gas industry, expected useful lives of equipment, discount rates, recoverability of available tax pools and collectability of accounts receivable. Depreciation of property, plant and equipment acquired was recognized in the condensed interim consolidated statement of income from the Effective Acquisition Date and is consistent with the Company’s existing depreciation estimates. Acquisition costs of $0.5 million have been charged to selling, general and administration expenses in the consoli dated statement of comprehensive income in 2024. Contingent consideration, less any claims that might arise, is payable upon resolution of those outstanding claims. Contingent consideration was reduced during the first quarter of 2025 by $1.0 million as a result of the resolution of certain outstanding claims. Saxon contributed $65.8 million to consolidated revenues and $2.8 million to consolidated net income from the Effective Acquisition Date to December 31, 2024. Had the acquisition occurred on January 1, 2024, Saxon would have contributed $79.5 million to consolidated revenues and $4.6 million to consolidated net income for the year ended December 31, 2024. T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) 9 F O C U S • D I S C I P L I N E • G R O W T H 5. Long-term Debt At September 30, 2025 the Company’s long-term debt consisted of the following: September 30 2025 December 31 2024 Interest rate Principal amount Interest rate Principal amount Credit Facility 4.50% $ 90,000 5.23% $ 70,000 Mortgage loan (2025 maturity) – 3.10% 40,947 4.50% 90,000 4.45% 110,947 Less current portion – 40,947 $ 90,000 $ 70,000 On June 19, 2017 the Company entered into a three-year $225 million revolving syndicated credit facility (the “Credit Facility”). Following
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several renewals and at the request of the Company the Credit Facility was reduced to $170 million and the maturity date extended to November 10, 2026. The Credit Facility includes a Canadian $18 million operating line, an Australian $2 million operating line and a Canadian $150 million revolving facility. The Company has the option to increase such facility by $75 million subject to certain terms and conditions, includ ing the agreement of the lenders to increase their commitments. The Credit Facility bears interest at the banks’ Canadian prime rate plus 0.25% to 1.25%, bankers’ acceptances, letters of credit, LIBOR or BBSY advances plus a 1.5% to 2.5% stamping fee. The applicable interest rate within such ranges is dependent on certain financial ratios of the Company. A standby fee ranging from 0.25% to 0.5% per annum is paid quarterly on the unused portion of the facility depending on certain financial ratios of the Company. In January of 2024, term CORRA rates have replaced bankers’ acceptances and SOFR rates have replaced LIBOR, with no changes in pricing or premiums. At September 30, 2025, the applicable interest rate on amounts drawn on the Credit Facility was 4.50% and the standby rate was 0.25%. Letters of credit (“LOC”) of $0.3 million were outstanding at September 30, 2025 which reduces the amount of credit available under the Credit Facility by an equivalent amount. At September 30, 2025 amounts owing under the Credit Facility were denominated in Canadian dollars. Subsequent to September 30, 2025 the Credit Facility was extended to January 10, 2029. In August of 2018 a U.S. $20 million letter of credit facility was established (the “LOC Facility”). LOCs issued pursuant to the LOC Facility do not reduce availability under the Credit Facility. In April of 2020 this facility was reduced at the request of the Company to U.S. $10 million. At September 30, 2025 $2.9 million Canadian dollars of LOCs were outstanding under the LOC Facility (December 31, 2024: $2.5 million). In addition to the Credit Facility, a subsidiary of the Company has established a $5 million revolving operating credit facility with a member of the Credit Facility lenders’ syndicate. At September 30, 2025 this facility was undrawn and fully available. The Company’s ability to access the Credit Facility is dependent, among other conditions, on compliance with the following financial ratios, the definitions and thresholds for which are further described below: September 30, 2025 Threshold Twelve-month trailing Bank EBITDA to interest expense 36.47 minimum 3.00 Total Senior Debt to twelve-month trailing Bank EBITDA 0.25 maximum 3.00 T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) 10 2 0 2 5 T H I R D Q U A R T E R R E P O R T Readers are cautioned that the ratios described above do not have standardized meanings under IFRS as the compu tation of these ratios excludes amounts from certain non-guarantor subsidiaries and limited partnerships partially owned by the Company. Key definitions for the purpose of calculating the Company’s financial debt covenants are as follows: • Bank EBITDA is determined (on a 12-month trailing basis) as earnings before finance expenses, income taxes, depreciation, share-based compensation and certain non-recurring and non-cash income and expenses a
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s defined in the credit agreement and excludes amounts from certain non-guarantor subsidiaries and the lim ited partnerships partially owned by the Company. • Senior Debt is determined as total long-term debt (including the current portions thereof but excluding the mortgage loans and certain other obligations identified in the credit agreement) minus cash on hand. The Credit Facility is secured by a general security agreement over all the present and future property of the Company and its subsidiaries. Mortgage Loan (2025 maturity) was a loan that matured on April 29, 2025 that was amortized over 20 years with blended monthly principal and interest payments of approximately $279,800. This loan bore interest at a fixed rate of 3.10% and was secured by certain of the Company’s real estate. This loan was repaid in full ($40.4 million plus accrued and unpaid interest) on April 29, 2025 by utilizing available cash and the Credit Facility. At September 30, 2025 the Company was in compliance with all debt covenants. 6. Share Capital (a) Common Share Capital Common shares of Total Energy Services Inc. (i) Authorized: Unlimited number of common voting shares, without nominal or par value. Unlimited number of preferred shares. (ii) Common shares issued: Number of shares (thousands) Amount Balance, December 31, 2023 39,975 $ 251,283 Repurchased and cancelled (2,197) (13,814) Share options exercised 322 1,800 Balance, December 31, 2024 38,100 $ 239,269 Repurchased and cancelled (1,257) (7,889) Repurchased and not cancelled – (202) Share options exercised 207 1,086 Balance, September 30, 2025 37,050 $ 232,264 During the nine months ended September 30, 2025, 1,270,746 shares (September 30, 2024: 1,801,696 shares) were repurchased under the Company’s normal course issuer bid at an average price of $11.35 (September 30, 2024: $9.76) per share including commissions, 14,000 of which were cancelled in October 2025. T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) 11 F O C U S • D I S C I P L I N E • G R O W T H (b) Per Share Amounts Basic and diluted earnings per share have been calculated based on the weighted average number of common shares outstanding as outlined below: Three months ended September 30 Nine months ended September 30 2025 2024 2025 2024 Net income for the period attributable to shareholders $ 14,504 $ 19,731 $ 50,581 $ 50,685 Weighted average number of shares outstanding – basic 37,159 38,802 37,535 39,385 Income per share – basic $ 0.39 $ 0.51 $ 1.35 $ 1.29 Net income for the period attributable to shareholders $ 14,504 $ 19,731 $ 50,581 $ 50,685 Weighted average number of shares outstanding – basic 37,159 38,802 37,535 39,385 Share option dilution 731 687 553 701 Weighted average number of shares outstanding – diluted 37,890 39,489 38,088 40,086 Income per share – diluted $ 0.38 $ 0.50 $ 1.33 $ 1.26 During the three and nine months ended September 30, 2025 there were no share options that were excluded from the diluted weighted average number of common shares calculation because their effect would have been anti-dilutive (September 30, 2024, 1,305,000 share options were excluded). The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during wh
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ich the options were outstanding. 7. Share-Based Compensation Plan Share option transactions during 2025 and 2024 were as follows: Weighted average exercise price Number of Options Balance, December 31, 2023 $ 7.61 4,109,997 Exercised 4.37 (322,364) Surrendered 7.99 (931,967) Forfeited 8.44 (128,333) Balance, December 31, 2024 $ 7.82 2,727,333 Exercised 3.96 (206,746) Surrendered 5.38 (157,254) Forfeited 7.46 (15,000) Balance, September 30, 2025 $ 8.32 2,348,333 A total of 1,883,333 outstanding options were exercisable at September 30, 2025 at a weighted average price of $7.95 per option (September 30, 2024: 1,798,332 options at a weighted average price of $6.22 per option). T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) 12 2 0 2 5 T H I R D Q U A R T E R R E P O R T 8. Share Appreciation Rights (SARs) On August 8, 2024 the Company implemented a share appreciation rights plan (“SAR”). A SAR entitles the holder to receive a cash payment equal to the difference between the stated exercise price and the market price of the company’s common shares on the date the SAR is exercised and is accounted for as a cash-settled award. SARs have a five-year life and vest annually over a three-year period. The number of SARs expected to vest are measured at fair value at each reporting period on a mark-to-market basis. The recognition and valuation of SARs results in share-based compensation expense and a corresponding liability, which was included in accounts payable and accrued liabilities. Weighted average exercise price Number of SARs Balance, December 31, 2023 $ – – Granted 9.42 1,140,000 Balance, December 31, 2024 $ 9.42 1,140,000 Forfeited $ 9.42 (105,000) Exercised 9.42 (30,000) Issued 11.34 1,100,000 Balance, September 30, 2025 $ 10.42 2,105,000 The SARs expire on various dates ranging from August 8, 2029 to August 5, 2030. 9. Financial Instruments The Company’s financial instruments as at September 30, 2025 include cash and cash equivalents, accounts receiv able, accounts payable and accrued liabilities, dividends payable, contingent consideration on business acquisitions and long-term debt. The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, dividends payable, contingent consideration on business combinations, long-term debt and the Credit Facility approximate their carrying amounts due to their short terms to maturity. 10. Contingencies In November of 2017 the Company received a Statement of Claim filed in the Alberta Court of Queen’s Bench by Her Majesty the Queen in Right of Alberta, by its agent, Alberta Investment Management Corporation (“AIMCo”) against the Company and Savanna Energy Services Corp. (“Savanna”), a wholly owned subsidiary of the Company. In early 2020 AIMCo amended its claim to remove the Company as a defendant. AIMCo’s claim relates to Savanna’s refusal to pay a $6 million change of control penalty (the “Additional Penalty”) to AIMCo. The Company and Savanna have received legal advice that AIMCo’s claim for the Additional Penalty is not enforceable and have filed a statement of defense. Savanna has also filed a third-party claim against its former directors that seeks indemnity in the event that AIMCo is successful in its claim against Savanna. Following the completion of discov
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eries, Savanna has filed a counterclaim against AIMCo and certain former directors of Savanna for $7.3 million. T O T A L E N E R G Y S E R V I C E S I N C . NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended September 30, 2025 and 2024 Unaudited (tabular amounts in thousands of Canadian dollars) 13 F O C U S • D I S C I P L I N E • G R O W T H
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