Pason Annual Report 2022

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WORK

COMMUNITY
PLAY

PASON SYSTEMS INC.


2022 ANNUAL REPORT

Pason Annual Report 2022 1


TABLE OF CONTENTS
Quick Facts..............................................................4
Mission Statement..................................................5
President’s Message..............................................6
Financial Highlights................................................8
Work........................................................................10
Community.............................................................12
Play..........................................................................14
Management’s Discussion & Analysis...............17
Consolidated Financial Statements & Notes.... 44
Historical Financial Review.................................87
Corporate Information........................................88
2 Pason Annual
Sustainability
ReportReport
2022 2021
Pason Annual Report 2022 3
QUICK FACTS
• Headquartered in Calgary, Canada.

• US office in Houston, Texas.

• International offices in Argentina, Australia, Brazil, Colombia, Dubai, Ecuador, Mexico, Peru & Saudi Arabia.

• Listed on the Toronto Stock Exchange under the symbol PSI.

Written, designed, and produced by Pason employees.

4 Pason Annual Report 2022


MISSION STATEMENT
Pason provides technologies and services that improve the effectiveness, efficiency, and safety of
drilling operations in challenging operating environments worldwide.

 ur simple-to-use, innovative, and rig-tough technologies enable effective collaboration between


O
the field and the office and are supported by our unrivalled service organization.

Pason Annual Report 2022 5


PRESIDENT’S MESSAGE
In this year’s annual report, we are highlighting our people and giving a glimpse into
elements of Pason’s culture. Over the past three years, we have been called to adapt to
frequent and notable changes in our operating environment. Our people and culture
remained a constant throughout this time, even while adjusting to new ways of working
as the world emerged from the COVID-19 pandemic.

Our people again rose to meet new challenges in 2022. We look to make a difference in the communities
The year began with rapid rates of COVID-19 transmission in which we live and work. By being generous with
as the Omicron variant spread around the globe. While our time, talents, and financial resources, we actively
case counts declined significantly by the end of the contributed to community-building initiatives. Working
first quarter, new challenges were top of mind in the on meaningful community projects also provides
form of the military conflict in Ukraine, high prevailing opportunities for colleagues from across the company
levels of inflation and rapidly increasing interest rates. to spend time together outside of their normal working
Global supply chain shortages required companies, routines. We have highlighted several examples of ways
including Pason, to continually adapt to ensure adequate in which we contribute to our surrounding communities
equipment availability to support operations. within this annual report, as well as in our inaugural
Sustainability Report which was released in 2022.
Managing through these difficulties required the
capabilities and passion of our people. At the same We enjoy spending time together at work, celebrating
time, emerging from the restrictions of the pandemic successes and participating in social activities. Through
allowed us to spend more time together engaging these events which allow us to pursue shared interests
in cultural activities and supporting the community. and socialize, we foster greater collaboration and
Our culture looks to bring out the best in our people at trust, and build meaningful relationships with other
work, in the community and at play. Pasonites. These connections form the foundation
of teamwork and support that enable our people to
We are focused on delivering outstanding results in generate the success we have enjoyed for many years.
the work we do. We continue to strengthen our leading
competitive position around the management of Over the past year, we have witnessed the global
drilling data. Our financial performance was exceptional conversation around responsible energy development
in 2022, as we posted our highest consolidated take a more balanced tone. “Either/or” ways of
Revenue and Adjusted EBITDA since 2014 despite thinking around meeting the world’s energy needs
industry activity remaining well below activity levels in have given way to “both/and” discussions. A transition
that year. We achieved record Revenue per Industry to additional, renewable energy sources will involve
Day in North America, and our International Business a continued, vital role for oil and gas use alongside
Unit generated record gross profit. Advancements increased production of other forms of energy.
we have made in our technology offering supported Increasingly, the conversation is focused on the energy
both higher price realization and greater adoption of trilemma, seeking to ensure a supply of energy that is
products that ensure the seamless delivery of data secure, affordable, and sustainable.
to systems used by customers in their growing use
of automation and analytics. Energy Toolbase saw Our outlook for North American land drilling activity,
increased traction in sales of its intelligent controls for the most significant factor impacting our financial
energy storage systems while maintaining an industry- performance, continues to be positive. Factors
leading position with its economic modelling and impacting global supply and demand for oil and natural
proposal generation platform. gas remain constructive. The US Energy Information
6 Pason Annual Report 2022
Administration (EIA) is calling for increases in global instrumentation, engineering controls and digital
oil demand of 1.5 million barrels per day in 2023 solutions in the oil and gas completions industry, and we
and an additional 1.8 million barrels per day in 2024. are committed to providing additional growth capital
Long-term forecasts for global oil demand continue to meet their rapidly expanding market presence.
to call for growth over the next few decades. While Regulatory conditions and accelerated development
beginning to move higher in recent months, oil and of renewable energy to address energy shortages
petroleum product storage, the inventory of drilled have created tailwinds for increased demand for
but uncompleted wells (DUCs), and US oil production energy storage solutions, providing opportunities for
remain below pre-pandemic levels. Meeting continued Energy Toolbase to deploy additional energy storage
growth in global oil demand against a backdrop of control systems.
tightened sources of supply will require increases
in drilling activity. At the same time, the availability

“Over the past three


of labour and high specification rigs will continue to
moderate growth rates within manageable levels. As a
result, we expect land drilling activity will be less volatile
than witnessed in previous cycles with an upward bias
years, we have been
in activity levels over the medium to longer term. called to adapt to
Within that context we continue to pursue a frequent and notable
growth strategy that includes organic and inorganic changes in our operating
environment. Our people
opportunities within (1) our existing drilling-related
business; (2) adjacent oil and gas sectors outside of
drilling; and (3) other markets beyond oil and gas.
We are making investments in renewing our hardware
and culture remained
platform to ensure we have the required capabilities and a constant throughout
capacity to meet increased data volumes, throughput,
and protocols at the rigsite while enhancing the ways this time…”
in which office-based users interact with the data we
deliver. In 2022, we invested an additional $17.9 million
to increase our equity ownership and fund the growth We are committed to returning meaningful capital to
of Intelligent Wellhead Systems, a provider of wellsite shareholders through our regular dividend and share
repurchases. We maintain flexibility in our capital
allocation program to ensure we retain the ability to
make additional organic and inorganic growth-related
investments as attractive opportunities arise.

Pason is an innovative, profitable, and responsible


company. We have the people, technologies, and
service capabilities to play a meaningful and important
role in helping the world meet its energy needs.
On behalf of our Board of Directors, I thank our
employees, customers, suppliers, and shareholders for
their continued support.

Jon Faber
March 15, 2023

Pason Annual Report 2022 7


2022 OPERATIONAL &
FINANCIAL HIGHLIGHTS

All dollar amounts are in $CDN unless otherwise indicated.

$335 RECORD
REVENUE $160
MILLION
PER INDUSTRY MILLION
IN REVENUE
DAY ADJUSTED
EBITDA

$70 $43 $172


MILLION
MILLION MILLION
FREE
CASH FLOW
SHAREHOLDER
RETURNS
TOTAL CASH*
WITH NO DEBT

*Total Cash is defined as total cash and cash equivalents and short-term investments from Pason’s Consolidated Balance Sheets.

OVER RETURNED TO

$550
SHAREHOLDERS
OVER THE PAST
MILLION 10 YEARS
8 Pason Annual Report 2022
REVENUE BY CATEGORY RECORD NORTH AMERICAN REVENUE
PER INDUSTRY DAY IN 2022
5.4%
7.1%
800
5.8% DRILLING DATA
600
COMMUNICATIONS

53.9% ANALYTICS & OTHER 400

27.9% MUD MANAGEMENT


& SAFETY 200

DRILLING INTELLEGENCE
0
2016 2017 2018 2019 2020 2021 2022

IN 2022… EMPLOYEE HEADCOUNT

1600
TOTAL PASON

UNIQUE RIGS SERVICED


674
FIELD TECHNICIANS

~9000 DATAHUB USERS 227


$38
R&D AND IT

MILLION
R&D SPEND
236
Pason Annual Report 2022 9
1

WORK
Our people drive our success: Pasonites are curious, creative, and challenge the norm.
These qualities allow us to continue creating, building, and supporting drilling data
solutions that revolutionize the energy industry and transform the way our customers work
through Pason’s Technology Deployed Simply.

10 Pason Annual Report 2022


2
1. Field Operations - Focused on safety, field techni-
cians provide best-in-class service to Pason’s custom-
ers. Our clients receive prompt, hands-on assistance
from locally based, highly trained, and fully equipped
field professionals.

2. Technical Support - Dedicated 24/7 Technical Sup-


port team members use a proactive approach to help
resolve issues before our customers even notice a prob-
lem, and they also offer live support for any questions
/concerns. Our integrated service approach enables
customers to receive the most immediate, preferred,
and direct assistance.

3 3. Internships - Pason’s interns have an opportunity to


apply their technical knowledge to important projects
within our Research & Development departments.
Interns are able to grow in their discipline, receive
training from experienced mentors and work with
Pason’s cutting-edge technology.

4. Software - Software developers continue to improve


our products, which help our customers improve their
safety and efficiency in an increasingly complex drilling
environment. Our developers solve problems, focusing
on the delivery of live drilling data, alarm monitor-
ing, and improving drilling automation. They provide
real-time information and insights to our customers,
allowing them to make critical and informed decisions.

4
5. Hardware - Pason’s Hardware team values intel-
ligence, quality, and curiosity. The team designs and
integrates a combination of mechanical, electrical, and
embedded software elements, to create and sustain
our wide range of products, which are built to withstand
extended use in harsh rig environments.

6. Corporate - As Pason develops and deploys drilling


data solutions, our corporate employees support our
business operations to ensure our front-line employees
have all the tools required to provide industry-leading
support to our customers.

5 6

Pason Annual Report 2022 11


1

COMMUNITY
At Pason, we encourage our employees to participate and engage in the communities
they live. Whether through company-sponsored or employee-led volunteer initiatives, or
participating in our donation-matching program, Pasonites worldwide can get involved
and support the causes they believe in.

12 Pason Annual Report 2022


2
1. Pason Playground Builds - Participating in building
playgrounds is a longstanding tradition at Pason. In
2022, we participated in two playground builds at
St. John Henry Newman Catholic School and
Clearwater Academy in Calgary, Alberta.

2. United Way - Employees organize and fundraise


for the United Way of Calgary and Area every year.
This past year alone, we raised $30,000 from our
events, activities, and pledges! In addition, Pason
matched the donation up to $10,000.

3. Breast Cancer Awareness - Pasonites from our


Argentina office volunteered with Liga Argentina de

3 Lucha Contra El Cáncer (Argentine League for the


Fight against Cancer or “LALCEC.”) Pason employees
volunteered for LALCEC’s mobile unit, which sends
technical personnel and specialized equipment to
different areas of the country where mammograms are
performed in low-income communities.

4. Adopt-A-Family - Our Houston office provided an


unforgettable holiday for a family in need. In partner-
ship with the Houston Children’s Charity, Pasonites
donated gifts and made monetary donations to make
sure the family’s festive season was one for the books,
through the Adopt-A-Family program.

5. Reforestation Campaign - Pason Colombia has


been committed to raising awareness of the impor-

4
tance to conserve and rebuild our forests. Our orga-
nization donates trees on behalf of each employee in
Colombia, and Pasonites can plant the trees with their
families in areas with significant deforestation.

6. IT Electronics Sale for the Food Bank - We partici-


pate annually in recycling electronic equipment. Gently
used electronic items are offered to Pasonites for sale,
and the proceeds are donated to non-profit organi-
zations. This year, we donated $7,450 to the Calgary
Food Bank.

5 6

Pason Annual Report 2022 13


1

PLAY
Our second-to-none culture fosters an atmosphere where employees are empowered to
perform to their fullest potential in an open and friendly environment. The fun we have
at work can range from lunch-time fitness activities, company-wide barbecues, a day out
at a Houston Astros’ Game, tapping into our competitive side at the Calgary Corporate
Challenge or celebrating Argentina’s World Cup win.

14 Pason Annual Report 2022


2
1. Hockey - Every Wednesday in Calgary, Pasonites
of all skill levels hit the ice and play a friendly game
of hockey over the lunch hour. Once a month, we
host “pond hockey,” where those with no hockey
experience at all can try it out in a judgement-
free environment.

2. Argentina Celebrates World Cup Win - Argentina


won the 2022 FIFA World Cup in December. This
was cause for celebration for our Argentinian
Pasonites. Employees gathered to watch some of
the football matches throughout the tournament
and celebrated this victory together at Pason’s
office in Argentina.

3 3. Wine Tour - Three of Pason’s Senior Leaders vis-


ited our Australian office. The trip was a whirlwind,
but the team had some fun at the Barossa Valley
Estates Winery.

4. Barbecues - Our organization hosts regular bar-


becues and food truck days for employees to enjoy
some good eats and great company!

5. Houston Astros - Employees in our Houston


office visited Minute Maid Park to watch the Hous-
ton Astros take on the New York Mets. Some of
our Pasonites brought their kids to the ballpark for
their very first baseball game! It was a great game
with back-to-back home runs!

4 6. Calgary Corporate Challenge (“CCC”) - We


participate annually in the CCC! Our Pasonites
competed in several events throughout the differ-
ent challenges, such as bocce ball, laser tag, vol-
leyball, running and mini golf – and we medalled
in Trivia and Soccer! Being able to experience the
camaraderie and spending time with our fellow
coworkers is enough for us to keep coming
back annually.

5 6

Pason Annual Report 2022 15


MANAGEMENT
DISCUSSION & ANALYSIS

CONSOLIDATED FINANCIAL
STATEMENTS & NOTES
Management’s Discussion & Analysis...............17 Historical Financial Review.................................87
Consolidated Financial Statements & Notes.... 44 Corporate Information........................................88

16 Pason Annual Report 2022


Management’s Discussion and Analysis
The following management's discussion and analysis ("MD&A") has been prepared by management as of
March 2, 2023, and is a review of the financial condition and results of operations of Pason Systems Inc.
("Pason" or the "Company") based on International Financial Reporting Standards ("IFRS") and should be
read in conjunction with the Consolidated Financial Statements for the twelve months ended
December 31, 2022 and 2021, and accompanying notes, and Pason's Annual Information Form dated
March 16, 2022.
The Company uses certain non-GAAP measures to provide readers with additional information regarding
the Company's operating performance, ability to generate funds to finance its operations, fund its
research and development, capital expenditure program, and pay dividends. These non-GAAP measures
are defined under Non-GAAP Financial Measures.
Certain information regarding the Company contained herein may constitute forward-looking statements
under applicable securities laws. Such statements are subject to known or unknown risks and
uncertainties that may cause actual results to differ materially from those anticipated or implied in the
forward-looking statements. For further information, please refer to Forward Looking Information.
All financial measures presented in this report are expressed in Canadian dollars unless otherwise
indicated.

Company Profile
Pason is a leading global provider of specialized data management systems for oil and gas drilling.
Pason’s solutions, which include data acquisition, wellsite reporting, automation, remote communications,
web-based information management, and data analytics enable collaboration between the drilling rig and
the office. Pason services major oil and gas basins with a local presence in the following countries: United
States, Canada, Argentina, Australia, Brazil, Colombia, Dubai, Ecuador, Mexico, Peru and Saudi Arabia.
The Company has an over 40-year track record of distinctive technology and service capabilities offering
end-to-end data management solutions enabling secure access to critical drilling operations information
and decision making in real time.
Through Pason's subsidiary, Energy Toolbase ("ETB"), the Company also provides products and services
for the solar power and energy storage industry. ETB’s solutions enable project developers to model,
control, and monitor economics and performance of solar energy and storage projects.
For a complete description of services provided by the Company, please refer to the headings ‘General
Development of the Business’ and ‘General Description of Business’ in Pason’s Annual Information Form
dated March 16, 2022.

1 Pason Systems Inc. 2022 Management's Discussion and Analysis

Pason Annual Report 2022 17


Highlights
Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 Change 2022 2021 Change
(CDN 000s, except per share data) ($) ($) (%) ($) ($) (%)
Revenue 94,420 62,833 50 334,998 206,686 62
EBITDA (1) 53,248 26,874 98 170,266 82,401 107
Adjusted EBITDA (1) 48,944 24,208 102 159,510 72,520 120
As a % of revenue 51.8 38.5 1,330 bps 47.6 35.1 1,250 bps
Funds flow from operations 45,971 19,353 138 134,885 67,728 99
Per share – basic 0.56 0.23 145 1.65 0.82 101
Per share – diluted 0.56 0.23 145 1.63 0.82 99
Cash from operating activities 19,942 27,061 (26) 104,414 65,061 60
Net capital expenditures (2) 16,233 3,071 429 33,941 9,950 241
Free cash flow (1) 3,709 23,990 (85) 70,473 55,111 28
Cash dividends declared (per share) 0.12 0.05 140 0.36 0.20 80
Net income 35,994 10,279 250 105,726 31,925 231
Net income attributable to Pason 36,257 11,149 225 107,616 33,845 218
Per share – basic 0.44 0.14 228 1.31 0.41 221
Per share – diluted 0.44 0.14 226 1.30 0.41 219

(1) Non-GAAP financial measures are defined under Non-GAAP Financial Measures
(2) Includes additions to property, plant, and equipment and development costs, net of proceeds on disposal from Pason's Consolidated Statements of
Cash Flows

As at December 31, 2022 December 31, 2021 Change


(CDN 000s) ($) ($) (%)
Cash and cash equivalents 132,057 158,283 (17)
Short-term investments 40,377 — nmf
(1)
Total Cash 172,434 158,283 9
Working capital 213,899 184,083 16
Total interest bearing debt — — —
Shares outstanding end of period (#) 81,526,954 82,194,051 (1)

(1) Total Cash is defined as total cash and cash equivalents and short-term investments from Pason's Consolidated Balance Sheets
Pason’s financial results for the three and twelve months ended December 31, 2022, reflect improved
industry conditions, increasing demand for the Company's products and technologies, strong competitive
positioning and operating leverage.
Pason generated $94.4 million in revenue in the fourth quarter of 2022, representing a 50% increase from
the $62.8 million generated in the comparative period of 2021, as drilling activity remained strong across
Pason's operating regions. Revenue per Industry Day in the North American business unit was $890 in
Q4 2022, which represented a new quarterly record level for the Company and an increase of 16% from
the comparative period in 2021. With this increase in revenue, Pason generated $48.9 million in Adjusted
EBITDA, or 51.8% of revenue in the fourth quarter of 2022, compared to $24.2 million in the fourth quarter
of 2021, or 38.5% of revenue. A comparison of fourth quarter results demonstrates the Company's strong
operating leverage through improved industry conditions. Fourth quarter results also benefited from a
stronger average US dollar relative to the Company's Canadian dollar reporting currency.
Pason's balance sheet remains strong, with no interest bearing debt, and $172.4 million in Total Cash as
at December 31, 2022, compared to $158.3 million as at December 31, 2021. Cash flow from operations
in the fourth quarter of 2022 reflects investments made in respect of the 2022 year, including increased
levels of tax installments and annual settlement of the Company's cash settled stock-based compensation
plans. Further, the Company continued to make proactive investments in inventory levels in the fourth
quarter of 2022. Resulting cash from operating activities was $19.9 million in the fourth quarter of 2022
compared to $27.1 million in the fourth quarter of 2021.

18 Pason Annual Report 2022


2 Pason Systems Inc. 2022 Management's Discussion and Analysis
During the fourth quarter of 2022, Pason invested $16.2 million in net capital expenditures, an increase
from $3.1 million in the fourth quarter of 2021. Capital expenditures throughout 2022 reflect net additions
to rental equipment to meet activity levels, investments associated with the ongoing refresh of the
Company's fleet and technology platform, and also an element of catch up from lower capital expenditure
levels throughout 2020 and 2021. Fourth quarter 2022 capital expenditure levels also represent the
easing of supply chain challenges which impacted the timing around Pason's quarterly capital
expenditures throughout 2022. Pason continues to make necessary capital investments in its equipment
and technology in order to service the increasing demand for its products.
Resulting Free Cash Flow generated in Q4 2022 was $3.7 million compared to $24.0 million generated in
the fourth quarter of 2021.
The Company recorded net income attributable to Pason of $36.3 million ($0.44 per share) in the fourth
quarter of 2022, a significant increase compared to net income attributable to Pason of $11.1 million
($0.14 per share) recorded in the corresponding period in 2021, due to the improving operating results as
outlined above.

Pason Annual Report 2022 19


3 Pason Systems Inc. 2022 Management's Discussion and Analysis
Discussion of Operations
Overall Performance
Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


(000s) ($) ($) (%) ($) ($) (%)
Revenue
Drilling Data 50,986 33,856 51 180,430 110,792 63
Mud Management and Safety 26,635 16,776 59 93,312 55,398 68
Communications 5,276 3,634 45 19,359 11,938 62
Drilling Intelligence 6,662 4,852 37 23,915 14,806 62
Analytics and Other 4,861 3,715 31 17,982 13,752 31
Total revenue 94,420 62,833 50 334,998 206,686 62
Operating expenses
Rental services 29,297 23,038 27 109,879 76,662 43
Local administration 3,314 3,144 5 12,554 11,006 14
Depreciation and amortization 5,399 6,172 (13) 20,842 25,689 (19)
38,010 32,354 17 143,275 113,357 26

Gross profit 56,410 30,479 85 191,723 93,329 105


Other expenses
Research and development 9,556 8,304 15 37,573 32,220 17
Corporate services 3,842 3,374 14 15,192 13,175 15
Stock-based compensation expense 5,129 5,094 1 15,230 11,523 32
Other (income) expense (7,516) 188 nmf (15,403) (7,252) 112
11,011 16,960 (35) 52,592 49,666 6

Income before income taxes 45,399 13,519 236 139,131 43,663 219
Income tax provision 9,405 3,240 190 33,405 11,738 185
Net income 35,994 10,279 250 105,726 31,925 231

Adjusted EBITDA (1) 48,944 24,208 102 159,510 72,520 120


(1) Non-GAAP financial measures are defined under Non-GAAP Financial Measures

The Company reports on three strategic business units: The North American (Canada and the United
States) and International (Latin America, including Mexico, Offshore, the Eastern Hemisphere, and the
Middle East) business units, all of which offer technology services to the oil and gas industry, and the
Solar and Energy Storage business unit, which provides technology services to solar and energy storage
developers.

20 Pason Annual Report 2022


5 Pason Systems Inc. 2022 Management's Discussion and Analysis
North American Operations
Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


(000s) ($) ($) (%) ($) ($) (%)
Revenue
Drilling Data 42,412 26,937 57 148,516 88,907 67
Mud Management and Safety 23,411 14,359 63 81,823 47,631 72
Communications 4,469 3,187 40 16,703 10,434 60
Drilling Intelligence 6,204 4,522 37 22,271 13,734 62
Analytics and Other 1,191 1,472 (19) 5,256 5,384 (2)
Total revenue 77,687 50,477 54 274,569 166,090 65
Rental services and local administration 22,384 17,499 28 85,624 61,959 38
Depreciation and amortization 4,226 5,176 (18) 17,943 22,569 (20)
Segment gross profit 51,077 27,802 84 171,002 81,562 110

Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


($) ($) (%) ($) ($) (%)
Revenue per Industry Day 890 767 16 853 748 14

Industry conditions in North America remained strong in the fourth quarter of 2022, with a 34% increase in
industry activity compared to the comparative period in 2021. Further, Pason's Revenue per Industry Day
in the fourth quarter of 2022 of $890 was a new quarterly record level for the Company and a 16%
increase from the comparative 2021 period. Revenue per Industry Day in the current quarter benefited
from improved pricing for the Company's products and technologies, strong product adoption and a strong
US dollar relative to the Canadian dollar. For the sixth consecutive quarter, the North American business
unit outpaced the improvement in industry activity, generating $77.7 million of revenue in the fourth
quarter of 2022, a 54% increase from $50.5 million in the comparative period of 2021.
As certain regions within the North American segment experience fluctuations in activity levels due to
seasonality, Pason expects Revenue per Industry Day to fluctuate with the relative revenue levels
associated within the North American regions.
Rental services and local administration increased 28% in the fourth quarter of 2022 over the 2021
comparative period. The increase in operating costs is attributable to variable expenses incurred to
deploy additional equipment along with increased headcount to meet current activity levels. Inflationary
effects continued to impact rental services in the fourth quarter of 2022 on certain field related expenses,
such as the cost of fuel and supplies.
Depreciation and amortization decreased by 18% in the fourth quarter of 2022 over the 2021 comparative
period. The year over year decrease is primarily due to lower capital expenditures throughout 2020 and
2021 and certain assets becoming fully depreciated in 2022.
Segment gross profit was $51.1 million or 66% of revenue during the fourth quarter of 2022 compared to
$27.8 million of 55% of revenue in the comparative period of 2021, representing the business unit's
significant operating leverage through increased activity levels.
On a year to date basis, revenue of $274.6 million and segment gross profit of $171.0 million represent
significant improvements from the prior year's comparative results and reflect the growing activity
environment seen in 2022 versus 2021, the business unit's ability to generate higher levels of Revenue
per Industry Day, and resulting strong operating leverage.

Pason Annual Report 2022 21


6 Pason Systems Inc. 2022 Management's Discussion and Analysis
International Operations
Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 Change 2022 2021 Change
(000s) ($) ($) (%) ($) ($) (%)
Revenue
Drilling Data 8,574 6,919 24 31,914 21,885 46
Mud Management and Safety 3,224 2,417 33 11,489 7,767 48
Communications 807 447 81 2,656 1,504 77
Drilling Intelligence 458 330 39 1,644 1,072 53
Analytics and Other 1,328 1,069 24 5,519 4,261 30
Total revenue 14,391 11,182 29 53,222 36,489 46
Rental services and local administration 7,338 6,577 12 26,742 19,432 38
Depreciation and amortization 1,168 991 18 2,879 3,100 (7)
Segment gross profit 5,885 3,614 63 23,601 13,957 69

The International business unit generated $14.4 million of reported revenue in the fourth quarter of 2022,
a 29% increase over the comparative period of 2021. The increase is due to increased industry activity in
the Company's international markets and higher levels of revenue generated per drilling day with
improved pricing and rig mix. The year over year quarterly increase in revenue is partially offset by the
impacts of the Company applying hyperinflation accounting rules to the Company's Argentinian subsidiary
as is required by IFRS and further outlined under the Impact of Hyperinflation heading of this MD&A.
Excluding the impact of hyperinflation accounting entries in each respective period, International business
unit revenue would have been $15.2 million in the fourth quarter of 2022, a 54% increase from $9.8
million in the fourth quarter of 2021.
Rental services and local administration expense was $7.3 million in the fourth quarter of 2022, an
increase of 12% compared to $6.6 million in the comparative period of 2021. As activity levels improve,
the International business unit incurs certain variable costs, including repair costs and growth in field
related headcount, to support the additional deployment of equipment. Similar to the North American
business unit, the International business unit also experienced certain inflationary effects on operating
costs in the fourth quarter of 2022.
Depreciation and amortization increased by 18% in the fourth quarter of 2022 over the 2021 comparative
period. The increase is primarily due to increased capital expenditures and the impacts of hyperinflation
accounting for the Company's Argentinian subsidiary.
For the three months ended December 31, 2022, the resulting segment gross profit was $5.9 million
during the fourth quarter of 2022 compared to $3.6 million in the 2021 comparative period due to the
factors outlined above.
On a year to date basis, revenue of $53.2 million and segment gross profit of $23.6 million represent
significant improvements from the prior year comparative results and reflect the growing activity level
environment seen in 2022 coupled with strong operating leverage.

22 Pason Annual Report 2022


7 Pason Systems Inc. 2022 Management's Discussion and Analysis
Solar and Energy Storage Operations
Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


(000s) ($) ($) (%) ($) ($) (%)
Revenue
Analytics and Other 2,342 1,174 99 7,207 4,107 75
Total revenue 2,342 1,174 99 7,207 4,107 75
Operating expenses and local
administration (1) 2,889 2,106 37 10,067 6,277 60
Depreciation and amortization 5 5 — 20 20 —
Segment gross loss (552) (937) (41) (2,880) (2,190) 32
(1) Included in rental services and local administration in the Consolidated Statements of Operations.

The Solar and Energy Storage business unit generated $2.3 million in revenue in the fourth quarter of
2022, an increase of 99% from the comparative period in 2021. The increase in revenue is due to
increased sales of the Company's subscription based software licenses along with revenue recognition
associated with the commissioning of control system projects. Quarterly revenue for the Solar and Energy
Storage business unit will continue to fluctuate with the timing of the commissioning of control system
projects.
Operating expenses and local administration were $2.9 million during the fourth quarter of 2022, a 37%
increase from $2.1 million during the comparable period. The increase is primarily due to hardware costs
associated with sold control systems, along with ongoing investments in sales and marketing efforts and
the year-to-date impact of compensation accruals. Segment gross loss was $0.6 million for the fourth
quarter of 2022 compared to a segment gross loss of $0.9 million in the comparable period in 2021.
Year to date, revenue generated by the segment totaled $7.2 million, a 75% increase over the
comparative period in 2021, demonstrating increased sales in both the Company's economic modeling
software platform and control system product offering. Segment gross loss increased from $2.2 million
during the twelve months ended December 31, 2021, to $2.9 million in the 2022 comparative period as
the business unit made investments in future growth.
The Solar and Energy Storage business unit incurred the following research and development costs,
which are included in research and development in the Company's Consolidated Statements of
Operations. Consistent with the Company's other reporting segments, research and development costs
are excluded from the segment gross loss table above.

Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


(000s) ($) ($) (%) ($) ($) (%)
Research and development 983 1,355 (27) 4,936 4,661 6

Pason Annual Report 2022 23


8 Pason Systems Inc. 2022 Management's Discussion and Analysis
Corporate Expenses
Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


(000s) ($) ($) (%) ($) ($) (%)
Research and development 9,556 8,304 15 37,573 32,220 17
Corporate services 3,842 3,374 14 15,192 13,175 15
Stock-based compensation 5,129 5,094 1 15,230 11,523 32
Total corporate expenses 18,527 16,772 10 67,995 56,918 19

Fourth quarter research and development and corporate service expenses increased 15% and 14%,
respectively, from the comparative quarterly period in 2021. Beginning in 2021 and continuing in 2022,
Pason made additional investments in research and development, further improving the Company's ability
to support increasing activity levels and product enhancements. Furthermore, the change in corporate
services and research and development expenses year over year reflects recognition of performance
based elements of the Company's compensation plan.
The change in stock-based compensation expense is attributable to the change in the Company's share
price performance and ongoing vesting of outstanding awards.

Other Income
Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


(000s) ($) ($) (%) ($) ($) (%)
Put option revaluation (5,815) 381 nmf (5,815) 381 nmf
Net interest (income) expense (2,679) 2,089 nmf (4,937) 1,526 nmf
Net monetary (gain) (536) (246) 118 (1,849) (496) 273
Foreign exchange loss (gain) 1,959 (2,980) nmf (2,024) (2,011) 1
Other expenses (income) 88 307 (71) (1,068) 453 nmf
Equity (gain) loss (533) 765 nmf 290 1,103 (74)
Government wage assistance — (128) nmf — (8,208) nmf
Total other income (7,516) 188 nmf (15,403) (7,252) 112

In the fourth quarter of 2022, the Company recorded a $5.8 million recovery on the obligation under put
option associated with the purchase of ETB to reflect the change in the fair value of the outstanding
obligation. Refer to the Put Obligation heading of this MD&A for further information.
Net interest (income) expense is primarily comprised of interest generated from the Company's invested
cash and cash equivalents and will fluctuate as available yields fluctuate. During the fourth quarter of
2022, the Company invested $40.4 million of its cash in twelve-month term deposits, locking in interest
rates ranging from 5.16% to 5.55%. Further, the Company's remaining cash and cash equivalents of
$132.1 million as at December 31, 2022 are invested in 1-25 day money market funds earning interest at
an average rate of 4.5%. The year over year increase for both the three and twelve month periods reflects
the increasing interest rate environment along with higher levels of cash invested.
Net monetary gain included in other income results from applying hyperinflation accounting to the
Company's Argentinian subsidiary.
Other expenses (income) for the twelve months ended December 31, 2022 is primarily comprised of
proceeds received on a bankruptcy settlement of a former lessee.
Equity (gain) loss results from the Company using the equity method of accounting to account for its
investments in Intelligent Wellhead Systems Inc. ("IWS") and the Pason Rawabi joint venture and reflects
the current period change in the value of the Company's equity investments.

24 Pason Annual Report 2022


9 Pason Systems Inc. 2022 Management's Discussion and Analysis
The Company did not recognize any government wage assistance in 2022 as the program was
terminated in October 2021. During the three and twelve months ended December 31, 2021, Pason
participated in the Canada Emergency Wage Subsidy ("CEWS") program.

Income Tax Provision


During the fourth quarter of 2022, the Company recorded an income tax expense of $9.4 million,
compared to an income tax expense of $3.2 million during the comparative period in 2021. For the twelve
months ended December 31, 2022, the Company recorded an income tax expense of $33.4 million,
compared to $11.7 million for the twelve months ended December 31, 2021. The increase is attributable
to the improvement in income before income taxes, in light of improved operating performance year over
year, as further outlined herein.
During the first quarter of 2019, the Company paid withholding tax owing to the Canada Revenue Agency
(CRA) of $15.3 million as part of a Bilateral Advanced Pricing Arrangement (APA) entered into with the
CRA and the IRS. As such, the Company recorded an amount under Income Tax Recoverable, which
represents a corresponding amount owing from the IRS. During the first quarter of 2022, the Company
received final settlement on all principal amounts owing from the IRS in relation to the APA, in the amount
of $12.5 million.

Equity Investments
As at December 31, 2022, the Company holds $47.8 million on its Consolidated Balance Sheets relating
to the carrying value of investments accounted for using the equity method. This balance is comprised of
investments in Intelligent Wellhead Systems Inc. (IWS) and a 50% interest in Rawabi Pason Company
(Rawabi JV). Rawabi JV is a provider of specialized data management systems for drilling rigs in the
Kingdom of Saudi Arabia. IWS is a privately-owned oil and gas technology and service company that
provides engineered controls, data acquisition and software to automate workflows and processes at live
well operations in the completions segment of the oil and gas industry.
The Company's initial minority investment in IWS was made in 2019, and consisted of consideration of
$25.0 million, with initial cash consideration of $10.0 million and $15.0 million payable in three separate
$5.0 million put options, exercisable at IWS' discretion. The first $5.0 million put option was exercised in
2020, and the second and third were exercised during 2021. Further in 2021, the Company increased its
investment in IWS and acquired a portion of outstanding common shares for total cash consideration of
$7.1 million.
During the fourth quarter of 2022, Pason further increased its non-controlling investment in IWS and
acquired a portion of outstanding common shares for total cash consideration of $7.9 million. Also in the
fourth quarter of 2022, the Company entered into a preferred share subscription agreement with IWS with
an initial subscription of $10.0 million, and up to $15.0 million in additional subscriptions exercisable by
IWS, but subject to the Company's approval. No additional voting rights were granted as part of this
preferred share subscription.
As a result of the aforementioned transactions, total cash outflows associated with the Company's non-
controlling investment in IWS is $17.2 million for the year ended December 31, 2022, consistent with
$17.1 million invested in 2021.

Put Obligation
As at December 31, 2022, the Company holds a $6.5 million obligation under put option on its
Consolidated Balance Sheets (December 31, 2021: $11.5 million). The put obligation is a contractual
obligation whereby the non-controlling shareholders of ETB have a put option to exercise for cash their
20% shareholdings of ETB starting in 2023 with reference to the fair value of ETB shares at the date the
put option can be exercised. This put option gives rise to a financial liability and is calculated at each
annual reporting period using a discounted cash flow model of the estimated future cash flows of the
obligation.

Pason Annual Report 2022 25


10 Pason Systems Inc. 2022 Management's Discussion and Analysis
For the year ended December 31, 2022, the put obligation valuation was affected by the increase in policy
interest rates as they relate to the discount rate applied in the fair value of the obligation under put option.
As a result, Pason recorded a $5.8 million recovery within Other Income for the year ended December 31,
2022, compared to a $0.4 million expense during the year ended December 31, 2021.

Summary of Quarterly Results


Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31,
Three Months Ended 2020 2021 2021 2021 2021 2022 2022 2022 2022
(000s, except per share data) ($) ($) ($) ($) ($) ($) ($) ($) ($)
Revenue 32,758 42,555 43,593 57,705 62,833 74,468 73,608 92,502 94,420
EBITDA (1) 8,300 15,673 14,984 24,870 26,874 34,686 31,673 50,659 53,248
Adjusted EBITDA (1) 8,201 13,170 12,786 22,356 24,208 33,373 30,962 46,231 48,944
As a % of revenue 25.0 30.9 29.3 38.7 38.5 44.8 42.1 50.0 51.8
Funds flow from operations 8,939 13,730 14,662 19,983 19,353 25,704 27,242 35,968 45,971
Per share – basic 0.11 0.17 0.18 0.24 0.23 0.31 0.33 0.44 0.56
Per share – diluted 0.11 0.17 0.18 0.24 0.23 0.31 0.33 0.43 0.56
Cash from operating activities (2,717) 11,085 9,841 17,074 27,061 28,050 25,679 30,743 19,942
Free cash flow (1) (3,100) 9,176 5,684 16,261 23,990 23,582 19,135 24,047 3,709
Net income (loss) (2,662) 3,991 4,880 12,775 10,279 18,001 17,992 33,739 35,994
Net income (loss) attributable to
Pason (2,166) 4,315 5,307 13,074 11,149 18,573 18,540 34,246 36,257
Per share – basic (0.03) 0.05 0.06 0.16 0.14 0.23 0.23 0.42 0.44
Per share – diluted (0.03) 0.05 0.06 0.16 0.14 0.23 0.22 0.41 0.44
(1) Non-GAAP financial measures are defined in Non-GAAP Financial Measures section.

Pason’s quarterly financial results vary quarter to quarter due in part to the seasonality of the oil and gas
industry in the North American business unit, which is somewhat offset by the less seasonal nature of the
International and Solar and Energy Storage business units. The first quarter is generally the strongest
quarter for the North American business unit due to strong activity in Canada, where location access is
best during the winter. The second quarter is typically the slowest due to spring break-up in Canada,
when many areas are not accessible due to ground conditions and, therefore, do not permit the
movement of heavy equipment. Activity generally increases in the third quarter, depending on the year, as
ground conditions have often improved and location access becomes available; however, a rainy summer
can have a significant adverse effect on drilling activity. By the fourth quarter, access to most areas in
Canada becomes available when the ground freezes. Consequently, the performance of the Company
may not be comparable quarter to consecutive quarter, but should be considered on the basis of results
for the whole year, or by comparing results in a quarter with results in the corresponding quarter for the
previous year.
The overall seasonality of the Company’s operations has, and will continue to become less pronounced
as a result of market share growth internationally and in the US, along with increased diversification of
operations with the Company's Solar and Energy Storage business units.

Q4 2022 vs Q3 2022
Consolidated revenue was $94.4 million in the fourth quarter of 2022, a 2% increase compared to
consolidated revenue of $92.5 million in the third quarter of 2022.
Revenue in the North American business unit was $77.7 million in the fourth quarter of 2022 compared to
revenue of $75.2 million in the third quarter of 2022. While drilling activity remained relatively flat quarter
over quarter, the North American business unit increased Revenue per Industry Day sequentially from
$871 in Q3 2022 to $890 in Q4 2022. Revenue per Industry Day in the fourth quarter benefited from a
stronger US dollar relative to the Canadian dollar.
The International business unit reported revenue of $14.4 million in the fourth quarter of 2022, a 9%
decrease compared to $15.8 million in the third quarter of 2022. The decrease in revenue was attributable

26 Pason Annual Report 2022


11 Pason Systems Inc. 2022 Management's Discussion and Analysis
to the impacts of hyperinflationary accounting for the Company's Argentinian subsidiary. Excluding this
impact for both periods, Q4 2022 revenue for the International business unit would have been $15.2
million, a 11% increase from the $13.7 million generated in Q3 2022.
The Company's gross profit was $56.4 million in the fourth quarter of 2022 compared to gross profit of
$55.7 million in the third quarter of 2022. Similarly, Adjusted EBITDA was $48.9 million in the fourth
quarter of 2022, up from $46.2 million in the third quarter of 2022. Sequential gross profit and Adjusted
EBITDA increases reflect the Company's primarily fixed cost structure.
The Company recorded net income attributable to Pason in the fourth quarter of 2022 of $36.3 million
($0.44 per share) compared to net income attributable to Pason of $34.2 million ($0.42 per share) in the
third quarter of 2022. The increase in net income attributable to Pason year over year is driven by the
improvement in operating results as described above, as well as the put option revaluation recovery of
$5.8 million recorded in the fourth quarter of 2022.
Cash from operating activities was $19.9 million in the fourth quarter of 2022, compared to $30.7 million in
the third quarter of 2022, for which the decrease is primarily driven by investments in working capital,
additional tax installments paid, and the annual settlement on the Company's cash based stock based
compensation plans which occurred in Q4 2022. Further, in the fourth quarter, Pason was able to transact
on the remainder of its 2022 capex plans with supply chain challenges beginning to ease. As such, net
capital expenditures in the fourth quarter were $16.2 million in Q4 2022 compared to $6.7 million in Q3
2022. Resulting Free Cash Flow in Q4 2022 was $3.7 million compared to $24.1 million in Q3 2022.

Liquidity and Capital Resources


As at December 31, 2022 December 31, 2021 Change
(000s) ($) ($) (%)
Cash and cash equivalents 132,057 158,283 (17)
Short-term investments 40,377 — nmf
Total Cash (1) 172,434 158,283 9
Working capital 213,899 184,083 16
Total assets 469,928 379,941 24
Total interest bearing debt — — —

(1) Total Cash is defined as total cash and cash equivalents and short-term investments from Pason's Consolidated Balance Sheets

Pason's balance sheet remains strong with no interest bearing debt and as at December 31, 2022,
$172.4 million in Total Cash, and $213.9 million in working capital. During the fourth quarter of 2022, the
Company invested $40.4 million of its cash in twelve-month term deposits, locking in interest rates
ranging from 5.16% to 5.55%. Further, the Company's remaining cash and cash equivalents of $132.1
million as at December 31, 2022 are invested in 1-25 day money market funds earning interest at an
average rate of 4.5%.
Working capital, excluding cash and cash equivalents and short-term investments was $41.5 million as at
December 31, 2022, an increase from $25.8 million as at December 31, 2021. The increase in the year is
primarily driven by investments made in inventory levels to service higher levels of activity, along with
increased accounts receivable reflecting increased revenue levels.
Pason remains focused on disciplined and proactive management of required investments in working
capital. The Company has an undrawn $5.0 million demand revolving credit facility available as at
December 31, 2022, consistent with December 31, 2021.

Pason Annual Report 2022 27


12 Pason Systems Inc. 2022 Management's Discussion and Analysis
Cash Flow Statement Summary
Three Months Ended December 31, Twelve Months Ended December 31,

2022 2021 Change 2022 2021 Change


(000s) ($) ($) (%) ($) ($) (%)
Funds flow from operations 45,971 19,353 138 134,885 67,728 99
Cash from operating activities 19,942 27,061 (26) 104,414 65,061 60
Cash used in financing activities (14,242) (6,887) 107 (42,065) (27,046) 56
Cash used in investing activities (74,525) (8,071) 823 (92,233) (27,077) 241
Net capital expenditures (1) 16,233 3,071 429 33,941 9,950 241
As a % of funds flow (2) 35.3 % 15.9 % 1,940 bps 25.2 % 14.7 % 1,050 bps
(1) Includes additions to property, plant, and equipment, proceeds on disposals, changes in non-cash working capital, and development costs from
Pason's Consolidated Statements of Cash Flows.
(2) Defined within Supplementary Financial Measures under Non-GAAP Financial Measures

Cash from operating activities


Funds flow from operations increased significantly in the fourth quarter of 2022 from the comparative
quarter in 2021 due to the improvement in gross profit experienced by the Company in a growing activity
environment. Cash generated from operating activities was $19.9 million in the fourth quarter of 2022
compared to $27.1 million in the fourth quarter of 2021. In the fourth quarter of 2022, the Company made
$14.2 million in tax installments in respect of the 2022 fiscal year, which represented a significant increase
from the fourth quarter of 2021 given the higher levels of annual taxable income.
To proactively manage supply chain challenges, starting in the second quarter of 2022, Pason began
making incremental investments in inventory levels for field supplies and components used in equipment
repairs. In the fourth quarter of 2022, Pason invested $5.4 million in additional inventory levels, versus
$nil in the fourth quarter of 2021.
Further, the fourth quarter of 2022 reflects an increased annual settlement on the Company's cash settled
stock-based compensation plans with improved Company share price performance.
Pason will continue to manage required working capital investments to support existing and projected
revenue levels.

Cash used in financing activities


Cash used in financing activities was $14.2 million during the fourth quarter of 2022, compared to
$6.9 million during the comparative quarter of 2021, for which the increase reflects increased shareholder
returns.
Dividend
The Company declared the following quarterly dividends in 2022, resulting in total dividends paid to
shareholders in the amount of $29.5 million compared to $16.6 million in 2021:

Dividend Record Dividend Per Common


Date Payment Date Share Total
(000s, except per share data) ($) ($)
March March 15 March 31 0.08 6,570
June June 15 June 30 0.08 6,580
September September 15 September 29 0.08 6,558
December December 15 December 30 0.12 9,765
Total dividends declared 0.36 29,473

28 Pason Annual Report 2022


13 Pason Systems Inc. 2022 Management's Discussion and Analysis
On March 2, 2023, the Company declared a quarterly dividend of $0.12 per share on the Company’s
common shares. The dividend will be paid on March 31, 2023, to shareholders of record at the close of
business on March 15, 2023.
Normal Course Issuer Bid ("NCIB")
In 2022, the Company renewed its NCIB commencing on December 20, 2022, and expiring on December
19, 2023. Under the NCIB, the Company may purchase for cancellation, as the Company considers
advisable, up to a maximum of 8,105,263 common shares, which represents approximately 10% of the
applicable public float at the time of renewal.
The actual number of common shares that may be purchased for cancellation and the timing of any such
purchases will be determined by the Company, subject to a maximum daily purchase limitation of 54,996
common shares. The Company may make one block purchase per calendar week that exceeds the daily
purchase restriction.
For the three month period ended December 31, 2022, the Company repurchased 385,300 (Q4 2021 -
237,200) shares for cancellation for total cash consideration of $5.8 million (Q4 2021 - $2.5 million). The
total consideration is allocated between share capital and retained earnings.
For the twelve month period ended December 31, 2022, the Company repurchased 970,650 shares for
cancellation for a total cash consideration of $13.8 million. For the twelve month period ended December
31 2021, the Company repurchased 910,979 common shares for cancellation for a total cash
consideration of $8.4 million. The total consideration is allocated between share capital and retained
earnings.
Periodically, the Company will enter into an automatic purchase plan (APP) with an independent broker.
As at December 31, 2022, the Company recorded a liability of $3.0 million for share repurchases that
could take place during its internal blackout period under an APP. As at December 31, 2021, the
Company recorded a $2.0 million liability for an APP.
Pason continues to assess capital allocation on an ongoing basis taking into account, among other
considerations, the Company’s financial position, operating results, and industry outlook. Pason will
continue to balance the Company's commitment to shareholder returns while preserving financial strength
to support long-term success.

Cash used in investing activities


During the fourth quarter of 2022, Pason invested $16.2 million in net capital expenditures, an increase
from $3.1 million in the fourth quarter of 2021. Capital expenditures in the current quarter reflect net
additions to rental equipment to meet activity levels, investments associated with the ongoing refresh of
the Company's fleet and technology platform, and also an element of catch up from lower capital
expenditure levels throughout 2020 and 2021. Fourth quarter 2022 capital expenditure levels also
represent the easing of supply chain challenges which impacted the timing around Pason's quarterly
capital expenditures throughout 2022. Pason continues to make necessary capital investments in its
equipment and technology in order to service the increasing demand for its products.
Also during the fourth quarter of 2022, Pason purchased $40.4 million of short-term investments with
maturities of less than one year (Q4 2021: $nil), locking in interest rates on term deposits ranging from
5.16% to 5.55%.
Further, as further outlined under the heading Equity Investments of this MD&A, Pason made $17.9
million of investments in its non-controlling investment in IWS in the fourth quarter of 2022 (Q4 2021:
$17.1 million).

Pason Annual Report 2022 29


14 Pason Systems Inc. 2022 Management's Discussion and Analysis
Contractual Obligations
As at December 31, 2022 Less than 1 year 1–3 years Thereafter Total
(000s) ($) ($) ($) ($)
Leases and other operating contracts 9,378 3,490 1,616 14,484
Capital commitments 19,887 — — 19,887
Total contractual obligations 29,265 3,490 1,616 34,371

Leases and other operating contracts relate primarily to minimum future lease payments for facility
leases, commitments associated with ongoing repair costs of the Company's equipment and technology,
and commitments to purchase hardware associated with ETB's control system sales offering. A portion of
these commitments have been recognized on the balance sheet as a leased asset with a corresponding
liability, in accordance with IFRS 16, Leases.
Capital commitments relate to contracts to purchase property, plant and equipment in the normal course
of business.

Disclosure of Outstanding Share and Options Data


As at December 31, 2022, there were 81,526,954 common shares and 2,665,121 options issued and
outstanding. As at March 2, 2023, there were 81,365,984 common shares and 2,633,391 options issued
and outstanding.

Impact of Hyperinflation
Due to various qualitative and quantitative factors, Argentina was designated a hyper-inflationary
economy as of the second quarter of 2018 for accounting purposes. As such, the Company has applied
accounting standards IAS 21, The Effects of Changes in Foreign Exchange, and IAS 29, Financial
Reporting in Hyper-Inflationary Economies its Consolidated Financial Statements for its Argentinian
operating subsidiary. The Company's Consolidated Financial Statements are based on the historical cost
approach in IAS 29.
The impact of applying IAS 21 to the operating results of the Argentina subsidiary for the three and twelve
months ended December 31, 2022, are detailed as follows:
Impact on IFRS Measures
Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
(000s) ($) ($) ($) ($)
(Decrease) increase in revenue (769) 1,340 1,486 2,136
Decrease (increase) in rental services and
local administration expenses 420 (699) (691) (1,039)
(Increase) in depreciation expense (86) (489) (481) (1,167)
Increase (decrease) in segment gross profit (435) 152 314 (70)
Net monetary gain (loss) presented in other
expenses 536 (246) 1,849 (496)
(Increase) in other expenses (55) (175) (551) (242)
Decrease (increase) in income tax provision 167 (217) (227) (393)
Increase (decrease) in net income 213 (486) 1,385 (1,201)

30 Pason Annual Report 2022


15 Pason Systems Inc. 2022 Management's Discussion and Analysis
Impact on Non-GAAP Measures
Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
(000s) ($) ($) ($) ($)
(Decrease) increase in revenue (769) 1,340 1,486 2,136
Decrease (increase) in rental services and
local administration expenses 420 (699) (691) (1,039)
Net monetary gain (loss) presented in other
expenses 536 (246) 1,849 (496)
Decrease (increase) in other expenses (55) (175) (551) (242)
Increase in EBITDA 132 220 2,093 359
Elimination of net monetary (gain) loss
presented in other expenses (536) 246 (1,849) 496
Elimination of other expenses 55 175 551 242
Increase (decrease) in Adjusted EBITDA (349) 641 795 1,097

Additional IFRS Measures


In its Consolidated Financial Statements, the Company uses certain additional IFRS measures.
Management believes these measures provide useful supplemental information to readers.
Funds flow from operations
Management believes that funds flow from operations, as reported in the Consolidated Statements of
Cash Flows, is a useful additional measure as it represents the cash generated during the period,
regardless of the timing of collection of receivables and payment of payables. Funds flow from operations
represents the cash flow from continuing operations, excluding non-cash items. Funds flow from
operations is defined as net income adjusted for depreciation and amortization expense, stock-based
compensation expense, deferred taxes, and other non-cash items impacting operations.
Cash from operating activities
Cash from operating activities is defined as funds flow from operations adjusted for changes in working
capital items.

Non-GAAP Financial Measures


A non-GAAP financial measure has the definition set out in National Instrument 52-112 "Non-GAAP and
Other Financial Measures Disclosure".
The following non-GAAP measures may not be comparable to measures used by other companies.
Management believes these non-GAAP measures provide readers with additional information regarding
the Company's operating performance, and ability to generate funds to finance its operations, fund its
research and development and capital expenditure program, and return capital to shareholders through
dividends or share repurchases.
EBITDA and Adjusted EBITDA
EBITDA is defined as net income before interest income and expense, income taxes, stock-based
compensation expense, and depreciation and amortization expense. Adjusted EBITDA is defined as
EBITDA, adjusted for foreign exchange, impairment of property, plant, and equipment, restructuring costs,
net monetary adjustments, government wage assistance, revaluation of put obligation, and other items,
which the Company does not consider to be in the normal course of continuing operations.

Pason Annual Report 2022 31


16 Pason Systems Inc. 2022 Management's Discussion and Analysis
Management believes that EBITDA and Adjusted EBITDA are useful supplemental measures as they
provide an indication of the results generated by the Company's principal business activities prior to the
consideration of how these results are taxed in multiple jurisdictions, how the results are impacted by
foreign exchange or how the results are impacted by the Company's accounting policies for equity-based
compensation plans.
Reconcile Net Income to EBITDA
Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31,
Three Months Ended 2021 2021 2021 2021 2022 2022 2022 2022
(000s) ($) ($) ($) ($) ($) ($) ($) ($)
Net income 3,991 4,880 12,775 10,279 18,001 17,992 33,739 35,994
Add:
Income taxes 1,257 2,002 5,239 3,240 5,329 7,189 11,482 9,405
Depreciation and amortization 7,831 6,156 5,530 6,172 6,314 4,696 4,433 5,399
Stock-based compensation 2,602 2,216 1,611 5,094 5,555 2,514 2,032 5,129
Net interest (income) expense (8) (270) (285) 2,089 (513) (718) (1,027) (2,679)
EBITDA 15,673 14,984 24,870 26,874 34,686 31,673 50,659 53,248

Reconcile EBITDA to Adjusted EBITDA


Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31,
Three Months Ended 2021 2021 2021 2021 2022 2022 2022 2022
(000s) ($) ($) ($) ($) ($) ($) ($) ($)
EBITDA 15,673 14,984 24,870 26,874 34,686 31,673 50,659 53,248
Add:
Foreign exchange loss (gain) 448 725 (204) (2,980) 403 (1,054) (3,332) 1,959
Government wage assistance (2,924) (2,966) (2,190) (128) — — — —
Put option revaluation — — — 381 — — — (5,815)
Net monetary (gain) loss (49) (11) (190) (246) (202) 268 (1,380) (536)
Other 22 54 70 307 (1,514) 75 284 88
Adjusted EBITDA 13,170 12,786 22,356 24,208 33,373 30,962 46,231 48,944

Free cash flow


Free cash flow is defined as cash from operating activities plus proceeds on disposal of property, plant,
and equipment, less capital expenditures (including changes to non-cash working capital associated with
capital expenditures), and deferred development costs. This metric provides a key measure on the
Company's ability to generate cash from its principal business activities after funding capital expenditure
programs, and provides an indication of the amount of cash available to finance, among other items, the
Company's dividend and other investment opportunities.
Reconcile cash from operating activities to free cash flow
Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31,
Three Months Ended 2021 2021 2021 2021 2022 2022 2022 2022
(000s) ($) ($) ($) ($) ($) ($) ($) ($)
Cash from operating activities 11,085 9,841 17,074 27,061 28,050 25,679 30,743 19,942
Less:
Net additions to property, plant and
equipment (1,510) (3,696) (1,258) (2,803) (4,334) (6,412) (6,590) (16,112)
Deferred development costs (399) (461) 445 (268) (134) (132) (106) (121)
Free cash flow 9,176 5,684 16,261 23,990 23,582 19,135 24,047 3,709

32 Pason Annual Report 2022


17 Pason Systems Inc. 2022 Management's Discussion and Analysis
Supplementary Financial Measures
A supplementary financial measure: (a) is, or is intended to be, disclosed on a periodic basis to depict the
historical or expected future financial performance, financial position or cash flow of the Company; (b) is
not presented in the financial statements of the Company; (c) is not a non-GAAP financial measure; and
(d) is not a non-GAAP ratio. Supplementary financial measures found within this MD&A are as follows:
Revenue per Industry Day
Revenue per Industry Day is defined as the daily revenue generated from all products that the Company
is renting over all active drilling rig days in the North American market. This metric provides a key
measure of the Company’s ability to evaluate and manage product adoption, pricing, and market share
penetration. Drilling days are calculated by using accepted industry sources.
Adjusted EBITDA as a percentage of revenue
Calculated as adjusted EBITDA divided by revenue.
Net capital expenditures as a percentage of funds flow from operations
Calculated as net capital expenditures divided by funds flow from operations.
Total Cash
Calculated as the sum of cash and cash equivalents, and short-term investments from the Company's
Consolidated Balance Sheets. The Company's short term-investments are comprised of twelve-month
term deposits.

Critical Accounting Estimates


The preparation of the Company's Consolidated Financial Statements requires that certain estimates and
judgements be made with respect to the reported amounts of revenue and expenses and the carrying
value of assets and liabilities. These estimates are based on historical experience and management’s
judgements based on information available as at the financial statement date, and, as a result, the
estimates used by management involve uncertainty and may change as additional experience is
acquired. As such, actual results may differ significantly from estimates made within the Consolidated
Financial Statements for the year ended December 31, 2022.

Allowance for Doubtful Accounts


Amounts included in allowance for doubtful accounts reflect the expected credit losses for the Company's
trade receivables. The Company determines the allowance amount based on management's best
estimate of expected losses, considering actual loss history as well as current and projected economic
and industry activity. Significant or unexpected changes in economic conditions could significantly impact
the Company's future expected credit losses.

Depreciation & Amortization


When calculating depreciation of property, plant and equipment, and amortization of intangible assets, the
Company estimates the useful lives and residual values of the related assets. The estimates made by
management regarding the useful lives and residual values affect the carrying amounts of the property
and equipment and intangible assets on the balance sheet and the related depreciation and amortization
expenses recognized in the statement of operations. Assessing the reasonableness of the estimated
useful lives of property and equipment and intangible assets requires judgment and is based on available
information. The Company periodically, and at least annually, evaluates its depreciation and amortization
methods and rates for consistency against those methods and rates used by its peers, or may revise
initial estimates for changes in circumstances, such as technological advancements. A change in the
estimated remaining useful life or the residual value will affect the depreciation or amortization expense
prospectively.

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18 Pason Systems Inc. 2022 Management's Discussion and Analysis
Carrying Value of Assets
For purposes of reviewing whether goodwill impairment exists, the Group has determined that the assets
of each of its operating segments are an appropriate basis for its cash generating units (CGUs). The
Company uses judgment in the determination of the CGUs.
At each reporting period, management assesses whether there are indicators of impairment of the
Company’s property and equipment, intangible assets, and goodwill. If an indication of impairment exists,
the property and equipment, intangible assets, and goodwill are tested for impairment. If not, goodwill is
tested for impairment at least annually. In order to determine if impairment exists and to measure the
potential impairment charge, the carrying amounts of the Company’s CGUs are compared to their
recoverable amounts, which is the greater of fair value less costs to sell and value in use (VIU). An
impairment charge is recognized to the extent the carrying amount exceeds the recoverable amount. VIU
is calculated as the present value of the expected future cash flows specific to each CGU. In calculating
VIU, significant judgments are required in making assumptions with respect to discount rates, the market
outlook, and future cash flows associated with the CGU. Any changes in these assumptions will have an
impact on the measurement of the recoverable amount and could result in adjustments to impairment
charges already recorded.
At December 31, 2022, the Company performed an impairment test on its goodwill and concluded that
there was no impairment.

Inventories
The Company evaluates its inventory to ensure it is carried at the lower of cost and net realizable value.
Provisions are made against obsolete and damaged inventories and are charged to rental services.
These provisions are assessed at each reporting date for adequacy. Any reversal of a write-down of
inventory arising from an increase in net realizable value will be recognized as a reduction in rental
services in the period in which the reversal occurred.

Provisions and Contingencies


The Company recognizes provisions based on an assessment of its obligations and available information.
Any matters not included as provisions are uncertain in nature and cannot be reasonably estimated.
The Company makes assumptions to determine whether obligations exist and to estimate the amount of
obligations that we believe exist. In estimating the final outcome of litigation, assumptions are made about
factors including experience with similar matters, past history, precedents, relevant financial, scientific,
and other evidence and facts specific to the matter. This determines whether a provision or disclosure in
the financial statements is needed.

Development Costs
New product development projects that meet the capitalization criteria are capitalized, and include the
cost of materials and direct labour costs that are directly attributable to preparing the asset for its intended
use. Subsequent changes in facts or circumstances could result in the balance of the related deferred
costs being expensed in profit or loss. Results could differ due to changes in technology or if actual future
economic benefit differs materially from what was expected.

Stock-Based Compensation
The fair value of stock options is calculated using a Black-Scholes option pricing model. There are a
number of estimates used in the calculation, such as the estimated forfeiture rate, expected option life,

34 Pason Annual Report 2022


19 Pason Systems Inc. 2022 Management's Discussion and Analysis
and the future price volatility of the underlying security, which can vary from actual future events. The
factors applied in the calculation are management’s best estimates based on historical information and
future forecasts.
The fair value of Performance Share Units is calculated using management's best estimate of the
Company's ability to achieve certain performance measures and objectives as set out by the Board of
Directors, considering historical and expected performance. Changes in these estimates and future
events could alter the calculation of the provision for such compensation.

Income Taxes
The Company operates in multiple jurisdictions with complex legal and tax regulatory environments. In
certain of these jurisdictions, the Company has taken income tax positions that management believes are
supportable and are intended to withstand challenge by tax authorities. Some of these positions are
inherently uncertain and include those relating to transfer pricing matters and the interpretation of income
tax laws applied to complex transactions as the tax positions taken by the Company rely on the exercise
of judgment and it is frequently possible for there to be a range of legitimate and reasonable views.
The Company has adopted certain transfer pricing (TP) policies and methodologies to value inter-
company transactions that occur in the normal course of business. The value placed on such transactions
must meet certain guidelines that have been established by the tax authorities in the jurisdictions in which
the Company operates. The Company believes that its TP methodologies are in accordance with such
guidelines. The Company entered into a Bilateral Advanced Pricing Arrangement (APA) with the Canada
Revenue Agency (CRA) and the Internal Revenue Service (IRS) (collectively, the Parties) covering the
taxation years ended December 31, 2013, through to December 31, 2021. The purpose of this APA was
for the Company to obtain agreement among the Parties on the TP methodology applied to the material
inter-company transactions between Pason Systems Corp. (Pason Canada) and Pason Systems USA
and Petron (collectively Pason USA) (the covered transactions). A new APA agreement effective January
1, 2022 is under review with the above tax regulatory authorities. Consistent with the prior agreement, the
purpose of this APA is for the Company to obtain agreement among the Parties on the TP methodology
applied to the material inter-company transactions of the Company.
The calculation of deferred income taxes is based on a number of assumptions, including estimating the
future periods in which temporary differences, tax losses, and other tax credits will reverse. Tax
interpretations, regulations, and legislation in the various jurisdictions in which the Company and its
subsidiaries operate are subject to change.
The estimation of deferred tax assets and liabilities includes uncertainty with respect to the reversal of
temporary differences.
Deferred tax assets are recognized when it is probable that taxable income will be available against which
the temporary differences or tax losses giving rise to the deferred tax asset can be used. This requires
estimation of future taxable income and use of tax loss carry-forwards for a considerable period into the
future. Income tax expense in future periods may be affected to the extent actual taxable income is not
sufficient or available to use the temporary differences, giving rise to the deferred tax asset.

Significant Accounting Policies


The Company's significant accounting policies have been disclosed within Note 3 of Pason's
Consolidated Financial Statements for the year ended December 31, 2022.

Risks and Uncertainties


The following information is a summary of certain risk factors relating to Pason. This section does not
describe all risks applicable to the Company, its industry or its business, and is intended only as a
summary of certain material risks. Investors should also consider the other risks described throughout the
Company’s public disclosure documents on file with the Canadian securities regulatory authorities

Pason Annual Report 2022 35


20 Pason Systems Inc. 2022 Management's Discussion and Analysis
available on SEDAR at www.sedar.com. Additional risks and uncertainties not currently known to Pason,
or that Pason currently considers remote or immaterial, may also impair the operations of the Company.
Should any such risks actually occur, Pason’s business, financial condition, operating results or price and
liquidity of Pason’s securities could be materially harmed.

Commodity Prices and Drilling Activity Levels


Pason derives most of its revenue from the rental of instrumentation and data services to Operators and
Contractors in Canada, the US, Australia, Latin America and the Middle East during drilling activity. The
success of the Company’s business depends on the level of industry activity for oil and natural gas
exploration and development in the markets in which Pason operates. The level of oil and natural gas
industry activity has seen significant volatility in recent years and is influenced by numerous factors over
which the Company has no control. One of the primary factors is prevailing oil and natural gas commodity
prices, which fluctuate in response to factors beyond Pason’s control. Such factors could include, but may
not be limited to: global supply and demand for crude oil and natural gas; the cost of exploring for,
producing and delivering oil and natural gas; pipeline availability and the capacity of other oil and natural
gas transportation and processing systems; the actions of the Organization of Petroleum Exporting
Countries and other major petroleum exporting countries; global political, military, regulatory, economic
and social conditions; government regulation; political stability in the Middle East and elsewhere; the price
of foreign imports; the availability of alternate fuel sources; and prevailing weather conditions.

From 2014 to 2020, global commodity prices were negatively affected by a combination of factors
including increased production, decisions of OPEC and Russia, and the impact of the COVID-19
pandemic on overall demand for oil and gas. These headwinds drove significant pressure on commodity
prices, and adversely impacted the level of capital spending by our customers on exploration and
production activities and could continue to do so. Concurrently, Operators navigated ongoing pressure
from the investment community to constrain spending within cash flows and further allocate a significant
portion of cash flow generation to returns to shareholders, impacting the amount of drilling-related capital
expenditures.

Throughout 2021, commodity prices and global drilling activity began to recover from the lows
experienced in 2020, as the demand for oil and gas neared pre-pandemic levels, while supply lagged
significantly. Throughout 2022, global macroeconomic conditions proved challenging with central banks
aggressively increasing interest rates to address high prevailing levels of inflation, and growing concerns
around economic recession. Further, Operators and Contractors grappled with global supply chain
bottlenecks and faced equipment availability challenges. These factors, coupled with geopolitical
instability with ongoing conflict between Russia and Ukraine, have driven recent commodity price
volatility. Despite these headwinds, global drilling activity continued to recover in 2022 as the sizeable gap
between global energy supply and demand remains and there is an increasing emphasis on global
energy security as many countries face energy shortages.

These aforementioned factors could continue to put pressure on commodity prices, adversely impacting
the level of drilling activity in the regions in which Pason operates, which could have a materially adverse
effect on Pason’s business, financial condition, results of operations and cash flows. Pason does not have
any operations or revenue generated in Russia or the Ukraine, however, the situation is evolving and
ongoing conflict may negatively impact commodity price volatility and global financial conditions, which
could have an indirect adverse effect on Pason’s business and financial condition.

Public Health Crises, Including COVID-19


Starting in March of 2020, the COVID-19 pandemic had a significant impact on the demand for oil and
gas and this, combined with an over-supply, led to a significant decline in commodity prices. While most
have lifted restrictions relating to COVID-19, certain countries face ongoing challenges with varying forms
of restrictions. Although global demand for oil and gas has returned to pre-pandemic levels and
commodity prices have recovered from the lows experienced in 2020, the ultimate impact of COVID-19 on

36 Pason Annual Report 2022


21 Pason Systems Inc. 2022 Management's Discussion and Analysis
future oil demand is unknown at the present time. It is, therefore, not possible to predict the long-term
effects of COVID-19 on the Company’s operating results. The ongoing pandemic has had, or may have,
significant adverse impacts on Pason, including but not limited to: material declines in revenue and cash
flows due to reduced drilling and demand for associated products and services, increased risk of non-
payment of accounts receivable, potential for impairment charges on long-term assets, and additional
reorganization costs, if deemed required in the context of Pason's ongoing efforts to manage its cost
structure. The Company would be further exposed to the aforementioned risks in the occurrence of any
future public health crises and/or pandemics unrelated to COVID-19.

Seasonal Factors
Drilling activity in Canada is seasonal due to weather that limits access to well sites in the spring and
summer, making the first and last quarters of each year the peak level of demand for Pason’s services
due to the higher level of drilling activity. The length of the drilling season can be shortened due to warmer
winter weather or rainy seasons. Pason can offset some of this risk, although not eliminate it, through
continued growth in the US and internationally, where drilling activity is less seasonal.

Credit and Liquidity


Pason is exposed to credit risk to the extent that its customers, operating primarily in the oil and natural
gas industry, may experience financial difficulty and be unable to meet their obligations. During times of
depressed oil and gas markets, customers may experience financial constraints. Further, many of our
customers require reasonable access to credit facilities and debt capital markets to finance their oil and
natural gas drilling activity. If the availability of credit to our customers is reduced, they may reduce their
drilling expenditures, reducing the demand for the Company’s products and services. While Pason
monitors its exposure to credit risk and has a large customer base, which minimizes Pason’s risk
exposure to the financial concerns of any single customer, lack of payment from multiple clients may have
a material adverse effect on the Company’s financial condition.

Customers
Pason has a large customer base, consisting of both operators and contractors, and no single customer
accounted for more than 10% of the consolidated revenues of the Company this fiscal period.
Notwithstanding, the loss of one or more major customers, further consolidation in the industry, or a
reduction in the amount of business Pason conducts with any of its major customers, could have a
significant impact on Pason’s revenue if not offset by obtaining new customers or increasing the amount
of business it conducts with existing customers.

Competition
Pason’s main source of competition in the North American Operations and International Operations
segments remains the instrumentation divisions of large US service companies. Potential actions taken
by competitors such as pricing changes and new products and technologies could affect the Company’s
leading market share or competitive position. In addition, while the Company continues to make
investments in R&D to provide innovative technologies for customers, management cannot reasonably
predict whether these investments will result in increased levels of product adoption, market share or
pricing. These factors could materially affect our business, financial condition, results of operations and
cash flows.

Qualified Personnel and Access to Talent


Due to the specialized and technical nature of Pason’s business, Pason is highly dependent on attracting
and retaining qualified, key employees, which involves compensating them appropriately. The shift to
remote work in some roles, particularly since the start of the COVID-19 pandemic, has expanded the job
market beyond traditional geographic boundaries. Employers must now compete for talent not only
locally, but within a greater global market. Due to high levels of competition for qualified personnel, there
can be no assurance that qualified personnel will be attracted or retained to meet the growth needs of the
business. Further, Pason does not carry “key person” insurance on any of its key employees. In addition,

Pason Annual Report 2022 37


22 Pason Systems Inc. 2022 Management's Discussion and Analysis
Pason’s ability to meet activity levels and customer demand for the Company’s products and services will
depend on the ability to attract qualified personnel as needed, which may be more difficult in periods of
rapidly accelerated growth in activity levels.
The inability to recruit or retain skilled personnel or their inability to perform their duties could have a
material adverse effect on the Company’s business, financial condition, results of operations and cash
flows. To mitigate these risks, Pason has a dedicated HR department in each significant business unit that
is focused on proactive recruiting and retention initiatives.

Intellectual Property
Pason relies on innovative technologies and products to maintain its competitive position in the market.
Pason employs trademarks, patents, contracts, and other measures to protect the Company’s intellectual
property, trade secrets and confidential information. Pason also believes that the rapid pace of
technological change in the industry, technical expertise, knowledge, and innovative skills, combined with
an ability to rapidly develop, produce, enhance, and market products, provides protection in maintaining a
competitive position.
Despite these precautions, it may be possible for third parties to attempt to infringe the Company’s
intellectual property and Pason could incur substantial costs to protect and enforce its intellectual property
rights. Moreover, from time to time third parties may assert patent, trademark, copyright and other
intellectual property rights to technologies that are important to the Company. In such an event, the
Company may be required to incur significant costs in litigating a resolution to the asserted claim. There
can be no assurance that such a resolution would not require that the Company pay damages or obtain a
license of a third party’s proprietary rights in order to continue to provide its products as currently offered,
or, if such a license is required, that it will be available on terms acceptable to the Company.

Cyber Security
The Company takes measures and makes meaningful investments to protect the security and integrity of
its IT infrastructure and data, however, there is a risk that these measures may not fully protect against a
potential security breach, which could have a negative impact on the Company’s ability to operate or its
reputation. Natural disasters, energy blackouts, operating malfunction, viruses or malware, cyber security
attacks, theft, computer or telecommunication errors, human error, internal or external misconduct or
other unknown disruptive events could result in the temporary or permanent loss of any or all parts of the
IT infrastructure or data. There is a risk the data and other electronic information stored in Pason’s IT
infrastructure could be accessed, publicly disclosed, lost, or stolen. Such occurrences could negatively
affect Pason’s business and financial performance in the form of loss of revenue, increased operational
costs, reputational damage or litigation.

Availability of Raw Materials, Parts, or Finished Products


Pason purchases many materials, components and finished products in connection with its operations.
Some of the components and finished products are obtained from a single source or a limited group of
suppliers. While Pason makes it a priority to maintain and enhance these strategic relationships, there
can be no assurance that these relationships will continue and reliance on these suppliers involves risks,
including price increases, inferior component quality, unilateral termination, and a potential inability to
obtain an adequate supply of required components or finished products in a timely manner. While Pason
has long standing relationships with recognized and reputable suppliers, it does not have long-term
contracts with all of its suppliers, and the partial or complete loss of certain of these sources could have a
negative impact on the Company’s operations and could damage customer relationships. Further, a
significant increase in the price of one or more of these components could have a negative impact on
Pason’s cost structure.
The Company’s ability to provide services to its customers is also dependent upon the ongoing refresh of
existing hardware within its technology offering, which requires purchases of materials, components and
finished products. While Pason has a dedicated procurement team that proactively manages required

38 Pason Annual Report 2022


23 Pason Systems Inc. 2022 Management's Discussion and Analysis
equipment and hardware needs, the availability and supply of these items may be impacted in periods of
high or recovering activity levels, such as those seen recently. Supply chain disruptions, including those
caused as a result of COVID-19, may result in timing delays on expected deliveries for certain
components of the Company’s product offering and may impact the Company’s cost structure and ability
to meet rising activity levels.

Geopolitical Risk
Assets outside of Canada and the US may be adversely affected by changes in governmental policy,
social instability, or other political or economic developments beyond Pason’s control, including
expropriation of property, exchange rate fluctuations, and restrictions on repatriation of cash. The
Company has mitigated these risks where practical and warranted. Most of Pason’s revenues are
generated in Canada and the US, which limits exposure to risks and uncertainties in foreign countries.
Pason does not have any operations or revenue generated in Russia or the Ukraine. The Company’s
Argentinian subsidiary is operating in a highly inflationary economy and its operating results are being
impacted by a weakening Argentina peso relative to the Canadian dollar, the details of which are outlined
in this MD&A under the title Impact of Hyperinflation.

Foreign Exchange Risk


The Company operates internationally and is primarily exposed to exchange risk relative to the US dollar.
The Canadian operations are exposed to currency risk on US denominated financial assets and liabilities
with fluctuations in the rate recognized as foreign exchange gains or losses in the consolidated financial
statements. The Company’s self-sustaining foreign subsidiaries expose the Company to exchange rate
risk on the translation of their financial assets and liabilities to Canadian dollars for public reporting
purposes. Adjustments arising when translating the foreign subsidiaries into Canadian dollars are
reflected in the consolidated financial statements as unrealized foreign currency translation adjustments.
The Company does not employ any financial instruments to manage foreign exchange risk at this time.
Most of the Company’s activities are conducted in Canada and the US, where local revenue is earned
against local expenses, and the Company is therefore naturally hedged.

Climate Change Risks


Regulatory and Policy Risks
There is an increasing trend in public and government support of climate change initiatives across the
regions in which Pason operates. Governmental authorities are strengthening existing environmental
regulations and introducing new climate change measures, such as emission caps, reduction targets,
taxes and penalties, efficiency standards, and alternative energy incentives and mandates. In addition,
concerns about climate change have resulted in many environmental activists and members of the public
opposing the continued exploitation and development of fossil fuels. Pason is not a large-scale emitter of
greenhouse gases or other emissions and does not anticipate the impact of these regulations to be
material to its operations; however, present and future environmental regulations and other developments
could have a material impact on Pason’s client base, which is primarily comprised of operators and
contractors. While it is not possible at this time to predict how such regulations or developments would
impact the Company’s business, any future environmental requirements could result in reduced demand
for hydrocarbons, as well as increased capital expenditures, operating costs and project delays for our
customers, which in turn could have a material adverse effect on the business, financial condition, results
of operations, and prospects for the Company.

Physical Risks
There is growing evidence that climate change is causing the increased frequency and severity of
extreme weather events as well as longer-term changes in climate patterns. As a result, the physical
impacts of such increasingly volatile weather conditions may have an adverse effect on the operations of
the Company. These include more frequent and extreme weather events, natural disasters such as
flooding and forest fires, shifts in temperature and precipitation, and changing sea levels, which could
cause damage to key corporate assets. Climate change may have similar impacts on the Company’s

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24 Pason Systems Inc. 2022 Management's Discussion and Analysis
major customers, reducing demand for Pason’s products and services, and may also impact suppliers,
which could result in shortages in certain consumables and the supply of products that are required to
maintain the Company’s operations. While the Company takes such risks into consideration and
implements mitigation strategies to address, where possible, the risks associated with the impacts of
extreme weather events, the frequency and severity of such events can vary widely and cannot be
predicted. This uncertainty, in turn, could have a material adverse effect on the Company’s ability to
operate in certain jurisdictions and its projections, business operations and financial condition. Pason
maintains a corporate insurance program consistent with industry practice that protects the Company
from liabilities due to environmental accidents and disruptions and has operational and emergency
response procedures and safety and environmental programs in place to reduce potential loss exposure.

Alternative Energies Risk


The focus of governments, businesses and consumers on transitioning to a low-carbon economy was
accelerated by the COVID-19 pandemic, resulting in increased policies and initiatives designed to shift
resources and investment away from fossil fuels towards low carbon energy sources. This shift, combined
with technological advances and cost declines in alternative energy sources, could reduce consumer
demand for, and result in a reduction in the global economy’s reliance on, oil and natural gas; which in
turn could decrease demand for the Company’s drilling oriented products and services. While Pason
believes energy supply and demand fundamentals continue to support hydrocarbon resources forming a
meaningful component of ongoing energy supply, the Company considers opportunities to diversify its
business to mitigate this risk. This includes exploring new opportunities to apply the Company’s expertise
in instrumentation and data services to markets beyond of oil and gas drilling, such as recent investments
made in supporting ETB in the solar energy and storage market. However, there is no guarantee that
Pason would be successful in these ventures should there be a significant reduction in global demand for
oil and gas.

Investor Sentiment
Investor sentiment towards the oil and natural gas industry has evolved in recent years and some
institutional investors have announced that they are no longer willing to fund or invest in companies in the
oil and natural gas industry, or are reducing such investment over time. While Pason believes it operates
its business sustainably, the Company’s ability to access capital and the price and liquidity of its securities
may be adversely impacted by investors’ perceptions of the sector in which it generates the majority of its
revenue.

Insurance
Pason’s operations are subject to risks inherent in the oil and natural gas services industry, such as
hardware or software defects, malfunctions and failures, human error, and natural disasters. These risks
could expose Pason to substantial liability for personal injury, loss of life, business interruption, property
damage, pollution, and other liabilities. Pason carries prudent levels of insurance to protect the Company
against these unforeseen events, subject to appropriate deductibles and the availability of coverage. An
annual review of insurance coverage is completed to assess the risk of loss and risk mitigation
alternatives.
Extreme weather conditions, natural occurrences, and terrorist activity have strained insurance markets
leading to substantial increases in insurance costs and limitations on coverage. It is anticipated that the
Company will continue to maintain appropriate insurance coverage, but there can be no assurance that
such insurance coverage will be available on commercially reasonable terms or on terms as favourable
as Pason’s current arrangements. The occurrence of a significant event outside of the scope of coverage
of Pason’s insurance policies could also have a material adverse effect on the results of the organization.

Payment of Future Cash Dividends


The decision to pay dividends and the amount paid is at the discretion of the Board, which regularly
reviews the Company’s financial position, operating results, and industry outlook, all of which could
impact Pason’s dividend policy. The amount of cash available for future dividends will be dependent on a

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25 Pason Systems Inc. 2022 Management's Discussion and Analysis
number of factors including, but not limited to, the Company’s ability to generate cash flow in excess of its
operating and investment needs, its overall financial position, and its capital allocation priorities.

Taxation
Pason and its subsidiaries are subject to income and other forms of taxation in the various jurisdictions in
which they operate. Pason structures its operations in a tax efficient manner in compliance with all
prevailing tax regimes. Any adverse change to existing taxation measures, policies or regulations, or the
introduction of new taxation measures, policies or regulations in any of the jurisdictions in which Pason
operates could have a negative impact on its business, operating results, or financial condition. The
management of Pason believes that the Company’s provision for income taxes is adequate and in
accordance with both generally accepted accounting principles and appropriate regulations. However, the
tax filing positions of the Company are subject to review and audit by tax authorities who may challenge,
and possibly succeed in challenging, management’s interpretation of the applicable tax legislation.

Litigation and Legal Claims


Pason may be involved in various claims and litigation arising in the normal course of business. The
Company does not currently believe that the outcome of any pending or threatened proceedings related
to these or other matters, or the amounts which the Company may be required to pay by reason thereof,
would individually or in the aggregate have a material adverse impact on its day-to-day business
operations, however, the outcome of these matters is uncertain and there can be no assurance that such
matters will be resolved in Pason’s favour. In addition, future legal proceedings could be filed against the
Company, the outcome of which is also uncertain and could have a material adverse effect on the
Company.

SEDAR
Additional information relating to the Company, including the Company's most recent Annual Information
Form can be accessed on the Company’s website at www.pason.com and on the Canadian Securities
Administrators’ System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

Forward Looking Information


Certain statements contained herein constitute “forward-looking statements” and/or “forward-looking
information” under applicable securities laws (collectively referred to as “forward-looking statements”). Forward-
looking statements can generally be identified by the words “anticipate”, “expect”, “believe”, “may”, “could”,
“should”, “will”, “estimate”, “project”, “intend”, “plan”, “outlook”, “forecast” or expressions of a similar nature
suggesting a future outcome or outlook.
Without limiting the foregoing, this document includes, but is not limited to, the following forward-looking
statements: the Company’s growth strategy and related schedules; divergence in activity levels between the
geographic regions in which we operate; demand fluctuations for our products and services; the Company’s
ability to increase or maintain market share; projected future value, forecast operating and financial results;
planned capital expenditures; expected product performance and adoption, including the timing, growth and
profitability thereof; potential dividends and dividend growth strategy; future use and development of
technology; our financial ability to meet long-term commitments not included in liabilities; the collectability of
accounts receivable; the application of critical accounting estimates and judgements; treatment under
governmental regulatory and taxation regimes; and projected increasing shareholder value.
These forward-looking statements reflect the current views of Pason with respect to future events and operating
performance as of the date of this document. They are subject to known and unknown risks, uncertainties,
assumptions, and other factors that could cause actual results to be materially different from results that are
expressed or implied by such forward-looking statements.
Although we believe that these forward-looking statements are reasonable based on the information available
on the date such statements are made and processes used to prepare the information, such statements are not
guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking

Pason Annual Report 2022 41


26 Pason Systems Inc. 2022 Management's Discussion and Analysis
statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and
uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ
materially from those expressed or implied by such statements. Such risks and uncertainties include, but are
not limited to: the state of the economy; volatility in industry activity levels and resulting customer expenditures
on exploration and production activities; customer demand for existing and new products; the industry shift
towards more efficient drilling activity and technology to assist in that efficiency; the impact of competition; the
loss of key customers; the loss of key personnel; cybersecurity risks; reliance on proprietary technology and
ability to protect the Company’s proprietary technologies; changes to government regulations (including those
related to safety, environmental, or taxation); the impact of extreme weather events and seasonality on our
suppliers and on customer operations; and war, terrorism, pandemics, social or political unrest that disrupts
global markets.
These risks, uncertainties and assumptions include but are not limited to those discussed in Pason’s Annual
Information Form for the year ended December 31, 2021 under the heading, “Risk and Uncertainty,” in our
management’s discussion and analysis for the year ended December 31, 2022, and in our other filings with
Canadian securities regulators. These documents are on file with the Canadian securities regulatory authorities
and may be accessed through the SEDAR website (www.sedar.com) or through Pason's website
(www.pason.com).
Forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Except to the extent required by applicable law, Pason assumes no obligation to publicly update or revise any
forward-looking statements made in this document or otherwise, whether as a result of new information, future
events or otherwise.

42 Pason Annual Report 2022


27 Pason Systems Inc. 2022 Management's Discussion and Analysis
Disclosure Controls and Procedures and Internal
Controls over Financial Reporting
The preparation and presentation of the Company's Consolidated Financial Statements and the overall
reasonableness of the Company's financial reporting are the responsibility of management. The Board of
Directors is responsible for overseeing management's performance of its responsibilities for financial
reporting and internal control. The Board of Directors exercises this responsibility with the assistance of
the Audit Committee of the Board of Directors.

Management’s Report on Disclosure Controls and


Procedures (DC&P)
Disclosure controls and procedures within the Company have been designed to provide reasonable
assurance that all relevant information is identified to the President and Chief Executive Officer (CEO),
Chief Financial Officer (CFO), and Board of Directors to ensure appropriate and timely decisions are
made regarding public disclosure.
For the year ended December 31, 2022, an evaluation of the Company’s Disclosure Controls and
Procedures was conducted by management under the supervision of the CEO and the CFO. Based on
this evaluation, the CEO and CFO have concluded that our DC&P, as defined in National Instrument
52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), was effective to
ensure that the information required by Canadian Securities regulatory authorities will be recorded,
processed, and reported within the prescribed timelines.

Management’s Report on Internal Control over Financial


Reporting (ICFR)
Management, under the supervision and participation of the Company’s CEO and CFO, is responsible for
establishing and maintaining a system of internal controls over financial reporting to provide reasonable
assurance that assets are safeguarded and that reliable financial information is produced for preparation
of financial statements in accordance with International Financial Reporting Standards. The assessment
has been based on criteria established in the Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control
over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
An evaluation of the Company’s ICFR was conducted by management under the supervision of the CEO
and the CFO. Based on this evaluation, the CEO and CFO have concluded that as at December 31,
2022, our ICFR, as defined in NI 52-109, was effective. There were no changes in our ICFR during the
year ended December 31, 2022, that have materially affected, or are reasonably likely to affect, our ICFR.

Pason Annual Report 2022 43


28 Pason Systems Inc. 2022 Management's Discussion and Analysis
Consolidated Financial Statements and Notes
Management’s Report to Shareholders
To the Shareholders of Pason Systems Inc.,
The Consolidated Financial Statements are the responsibility of management and are prepared and
presented in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board. Financial statements will, by necessity, include certain
amounts based on estimates and judgments. Management has determined such amounts on a
reasonable basis so that the Consolidated Financial Statements are presented fairly in all material
respects. Management has ensured that financial information contained elsewhere in this Annual Report
is consistent with the Consolidated Financial Statements.
Management has also prepared the Management’s Discussion and Analysis (MD&A). The MD&A is based
on the Company’s financial results prepared in accordance with IFRS. The MD&A compares the audited
financial results for the years ended December 31, 2022 and 2021.
The Audit Committee of the Board of Directors, which is comprised of three independent directors, has
reviewed the Consolidated Financial Statements, including the notes thereto, with management and the
external auditors. The Audit Committee meets regularly with management and the independent auditors
to satisfy itself that management’s responsibilities are properly discharged, to review the Consolidated
Financial Statements, and to recommend approval of the financial statements to the Board. The Board of
Directors has approved the Consolidated Financial Statements on the recommendation of the Audit
Committee.
Deloitte LLP, the independent auditors appointed by the shareholders at the last annual general meeting,
have audited the Consolidated Financial Statements of Pason Systems Inc. in accordance with Canadian
Generally Accepted Auditing Standards. The independent auditors have full and unrestricted access to
the Audit Committee to discuss the audit and their related findings as to the integrity of the financial
reporting process. The independent auditor’s report outlines the scope of their examination and sets forth
their opinion.

Jon Faber Celine Boston


President & Chief Executive Officer Chief Financial Officer
Calgary, Alberta
March 2, 2023

44 Pason Annual Report 2022


1 Pason Systems Inc. 2022 Consolidated Financial Statements
Independent Auditor’s Report
To the Shareholders of Pason Systems Inc.

Opinion
We have audited the consolidated financial statements of Pason Systems Inc., (the “Company”), which
comprise the consolidated balance sheets as at December 31, 2022 and 2021, and the consolidated
statements of operations, other comprehensive income, changes in equity and cash flows for the years
then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash
flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion


We conducted our audit in accordance with Canadian generally accepted auditing standards (“Canadian
GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in
Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.

Key Audit Matters


Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statement for the year ended December 31, 2022. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.

Revenue — Refer to Note 3 to the financial statements


Key Audit Matter Description
The Company’s derives the majority of its revenue from the rental of instrumentation and data services to
oil and gas companies and drilling contractors. This revenue consists of transaction-based fees made up
of a significant volume of low-dollar transactions, sourced from multiple systems, databases, and other
tools. The processing and recording of revenue is highly automated and is based on contractual terms
with customers.
Given the Company’s revenue transactions are highly automated, there are potential risks arising from
the capture, processing and transfer of data accurately and completely between the various information
technology (IT) systems. As such, auditing the Company’s systems to process revenue transactions
resulted in an increased extent of audit effort, which included the need to involve professionals with
expertise in IT.
How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s systems to process revenue transactions included the
following, among others:
• With the assistance of IT specialists:
o Evaluated the significant systems used to process revenue transactions and tested the
effectiveness of general IT controls over each of these systems, including user access
controls, change management controls, and IT operations controls;

Pason Annual Report 2022 45


2 Pason Systems Inc. 2022 Consolidated Financial Statements
o Evaluated the effectiveness of controls of the interfaces and automated controls in
relation to the completeness and accuracy of transactions recorded and transferred
across systems, from their initial capturing to their recording into the general ledger;
o Performed testing of system interfaces and automation within the relevant revenue
streams and;
o Assessed service auditor reports at those service providers, on which the Company
relies.
• Tested the reconciliation of revenues per the general ledger to revenues earned per the various
revenue system applications to assess the completeness of the IT systems.
• Performed detail transaction testing by agreeing the amounts in the IT systems to recognized to
source documents such as invoices and charge records.

Obligation under put option - Refer to Notes 2, 3 and 17 to the Financial


Statements
Key Audit Matter Description
As a result of a 2019 agreement which included various put and call provisions which provide a certain
amount of liquidity to both parties, the Company recorded an obligation under put option (“obligation”) that
was initially recognized at the present value of the estimated redemption amount. The Company performs
a re-evaluation of the obligation at each reporting period to determine the present value using a
discounted cash flow model. This model is based upon certain assumptions and estimates.
While there are several assumptions and estimates that management makes to determine the obligation’s
present value, the assumptions and estimates with the highest degree of subjectivity and impact on the
present value are the revenue growth rates and discount rate. As such, auditing these assumptions and
estimates resulted in an increased extent of audit effort, which included the need to involve professionals
with expertise in valuation.
How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to the revenue growth rates and the discount rate used to determine the
present value of the obligation included the following, among others:
• Evaluated management’s ability to accurately forecast revenue growth rates by comparing
actual results to management’s historical forecasts;
• Evaluated the reasonableness of management’s forecasted revenue growth rates by comparing
the forecasts to:
o Analyst and industry reports for the industry, comparison of actual results to peers, and
other relevant publicly available information,
o Known changes in Energy Toolbase LLC’s operations or the industry in which they
operate, which are expected to impact future operating performance,
o Internal discussions by management and the Board of Directors;
• With the assistance of fair value specialists, evaluated the reasonableness of the discount rate
by testing the source information underlying the determination of the discount rate and developing
a range of independent estimates and comparing those to the discount rate selected by
management.

46 Pason Annual Report 2022


3 Pason Systems Inc. 2022 Consolidated Financial Statements
Other Information
Management is responsible for the other information. The other information comprises:
• Management’s Discussion and Analysis
• The information, other than the financial statements and our auditor’s report thereon, in the
Annual Report.
Our opinion on the financial statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon. In connection with our audit of the financial
statements, our responsibility is to read the other information identified above and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on
the work we have performed on this other information, we conclude that there is a material misstatement
of this other information, we are required to report that fact in this auditor’s report. We have nothing to
report in this regard.
The Annual Report is expected to be made available to us after the date of the auditor’s report. If, based
on the work we will perform on this other information, we conclude that there is a material misstatement of
this other information, we are required to report that fact to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the


Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS, and for such internal control as management determines is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with Canadian GAAS will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

Pason Annual Report 2022 47


4 Pason Systems Inc. 2022 Consolidated Financial Statements
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Company to express an opinion on the financial statements.We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Mr. Kyle Hawkins.

/s/ Deloitte LLP

Chartered Professional Accountants


Calgary, Alberta
March 2, 2023

48 Pason Annual Report 2022


5 Pason Systems Inc. 2022 Consolidated Financial Statements
Consolidated Balance Sheets
As at Note* December 31, 2022 December 31, 2021
(CDN 000s) ($) ($)
Assets
Current
Cash and cash equivalents 5 132,057 158,283
Short-term investments 6 40,377 —
Trade and other receivables 7 84,819 49,453
Prepaid expenses 10,920 5,197
Inventory 2, 8 15,641 —
Income taxes recoverable 18 962 13,632
Total current assets 284,776 226,565
Non-current
Property, plant and equipment 9 97,695 82,265
Investments 10 47,839 30,046
Intangible assets and goodwill 11 39,618 41,065
Total non-current assets 185,152 153,376
Total assets 469,928 379,941

Liabilities and equity


Current
Trade payables and accruals 12 53,699 31,475
Income taxes payable 18 2,859 6,568
Stock-based compensation liability 14 6,028 2,647
Lease liability 1,817 1,792
Obligation under put option 17 6,474 —
Total current liabilities 70,877 42,482
Non-current
Deferred tax liability 18 6,508 5,836
Lease liability 3,712 5,537
Stock-based compensation liability 14 7,869 6,821
Obligation under put option 17 — 11,484
Total non-current liabilities 18,089 29,678
Equity
Share capital 13 164,136 162,567
Share-based benefits reserve 35,314 34,383
Foreign currency translation reserve 57,486 50,298
Equity reserve (8,375) (8,375)
Retained earnings 137,920 72,602
Total equity attributable to equity holders of the Company 386,481 311,475
Non-controlling interest (5,519) (3,694)
Total equity 380,962 307,781
Total liabilities and equity 469,928 379,941
*The Notes are an integral part of these Consolidated Financial Statements

Approved by the Board of Directors

James B. Howe Judi Hess


Director Director

Pason Annual Report 2022 49


6 Pason Systems Inc. 2022 Consolidated Financial Statements
Consolidated Statements of Operations
Years Ended December 31, Note* 2022 2021
(CDN 000s, except per share data) ($) ($)
Revenue 334,998 206,686
Operating expenses
Rental services 109,879 76,662
Local administration 12,554 11,006
Depreciation and amortization 9, 11 20,842 25,689
143,275 113,357

Gross profit 191,723 93,329


Other expenses
Research and development 37,573 32,220
Corporate services 15,192 13,175
Stock-based compensation expense 14 15,230 11,523
Other income 16 (15,403) (7,252)
52,592 49,666

Income before income taxes 139,131 43,663


Income tax provision 18 33,405 11,738
Net income 105,726 31,925

Net income (loss) attributable to:


Shareholders of Pason 107,616 33,845
Non-controlling interest (1,890) (1,920)
Net income 105,726 31,925

Income per share 19


Basic 1.31 0.41
Diluted 1.30 0.41

*The Notes are an integral part of these Consolidated Financial Statements

Consolidated Statements of Other Comprehensive Income


Years Ended December 31, Note* 2022 2021
(CDN 000s) ($) ($)
Net income 105,726 31,925
Items that may be reclassified subsequently to net income:
Foreign currency translation adjustment 3 7,253 (3,787)
Other comprehensive income (loss) 7,253 (3,787)
Total comprehensive income 112,979 28,138

Total comprehensive income (loss) attributed to:


Shareholders of Pason 114,804 30,053
Non-controlling interest (1,825) (1,915)
Total comprehensive income 112,979 28,138
*The Notes are an integral part of these Consolidated Financial Statements

50 Pason Annual Report 2022


7 Pason Systems Inc. 2022 Consolidated Financial Statements
Consolidated Statements of Changes in Equity
Share- Foreign
Based Currency Total Equity Non-
Share Benefits Translation Equity Retained Attributable Controlling
Note* Capital Reserve Reserve Reserve Earnings to Pason Interest Total Equity
(CDN 000s) ($) ($) ($) ($) ($) ($) ($) ($)
Balance at January 1, 2021 164,568 33,170 54,090 (8,375) 63,609 307,062 (1,779) 305,283
Net income (loss) — — — — 33,845 33,845 (1,920) 31,925
Dividends 13 — — — — (16,567) (16,567) — (16,567)
Other comprehensive (loss) income — — (3,792) — — (3,792) 5 (3,787)
Exercise of stock options 13 146 (21) — — — 125 — 125
Expense related to stock options — 1,234 — — — 1,234 — 1,234
Shares cancelled under NCIB 13 (1,804) — — — (6,628) (8,432) — (8,432)
Liability for automatic share purchase plan
commitment pursuant to NCIB 13 (343) — — — (1,657) (2,000) — (2,000)
Balance at December 31, 2021 162,567 34,383 50,298 (8,375) 72,602 311,475 (3,694) 307,781
Net income (loss) — — — — 107,616 107,616 (1,890) 105,726
Dividends 13 — — — — (29,473) (29,473) — (29,473)
Other comprehensive income — — 7,188 — — 7,188 65 7,253
Exercise of stock options 13 3,530 (511) — — — 3,019 — 3,019
Expense related to stock options — 1,442 — — — 1,442 — 1,442
Shares cancelled under NCIB 13 (1,929) — — — (11,857) (13,786) — (13,786)
Liability reversal for automatic share purchase plan
commitment pursuant to NCIB 13 343 — — — 1,657 2,000 — 2,000
Liability for automatic share purchase plan
commitment pursuant to NCIB 13 (375) — — — (2,625) (3,000) — (3,000)
Balance at December 31, 2022 164,136 35,314 57,486 (8,375) 137,920 386,481 (5,519) 380,962
*The Notes are an integral part of these Consolidated Financial Statements

8 Pason Systems Inc. 2022 Consolidated Financial Statements

Pason Annual Report 2022 51


Consolidated Statements of Cash Flows
Years Ended December 31, Note* 2022 2021
(CDN 000s) ($) ($)
Cash from (used in) operating activities
Net income 105,726 31,925
Adjustment for non-cash items:
Depreciation and amortization 9, 11 20,842 25,689
Stock-based compensation expense 14 15,230 11,523
Deferred income taxes 18 896 (2,138)
Put option revaluation 17 (5,815) 381
Net monetary gain (2,416) 601
Unrealized foreign exchange loss (gain) and other 422 (253)
Funds flow from operations 134,885 67,728
Movements in non-cash working capital items:
Increase in trade and other receivables (35,366) (22,656)
Increase in prepaid expenses (5,723) (2,196)
Increase in income taxes payable / recoverable 18 41,103 16,692
Increase in trade payables, accruals and stock-based compensation 11,735 11,219
liability
Increase in inventory 8 (10,922) —
Effects of exchange rate changes 844 1,286
Cash generated from operating activities 136,556 72,073
Income tax paid (32,142) (7,012)
Net cash from operating activities 104,414 65,061
Cash flows from (used in) financing activities
Proceeds from exercise of stock options 13 3,019 146
Payment of dividends 13 (29,473) (16,567)
Repurchase and cancellation of shares under NCIB 13 (13,786) (8,432)
Repayment of lease liability (1,825) (2,193)
Net cash used in financing activities (42,065) (27,046)
Cash flows (used in) from investing activities
Equity investments 10 (17,915) (17,127)
Purchase of short-term investments 6 (40,377) —
Additions to property, plant and equipment 9 (34,010) (10,237)
Development costs 11 (493) (683)
Proceeds on disposal of property, plant and equipment 874 1,132
Changes in non-cash working capital (312) (162)
Net cash used in investing activities (92,233) (27,077)
Effect of exchange rate on cash and cash equivalents 3,658 (1,937)
Net increase (decrease) in cash and cash equivalents (26,226) 9,001
Cash and cash equivalents, beginning 158,283 149,282
Cash and cash equivalents, ending 5 132,057 158,283
*The Notes are an integral part of these Consolidated Financial Statements

52 Pason Annual Report 2022


9 Pason Systems Inc. 2022 Consolidated Financial Statements
Notes to Consolidated Financial Statements
(CDN 000s, except per share data)

1. Description of Business
Pason Systems Inc. ("Pason" or the "Company") is a leading global provider of instrumentation and
data management systems for drilling rigs.
The Company headquarters are located at 6130 Third Street SE, Calgary, Alberta, Canada. The
Company is a publicly traded company listed on the Toronto Stock Exchange under the symbol PSI.
The Consolidated Financial Statements of the Company are comprised of the Company and its
subsidiaries (together referred to as the “Group” and individually as “Group entities”). The
accompanying Consolidated Financial Statements include the accounts of Pason Systems Inc., its
wholly owned subsidiaries, and Energy Toolbase Software Inc ("ETB").

2. Basis of Preparation
Statement of compliance
The Consolidated Financial Statements have been prepared in compliance with International
Financial Reporting Standards (IFRS).
The Consolidated Financial Statements were authorized for issue by the Board of Directors on
March 2, 2023.
Basis of measurement
The Consolidated Financial Statements have been prepared on the historical cost basis except for
certain assets, including financial instruments, that are measured at revalued amounts or fair
values, as explained in the accounting policies below.
Inventory
During the second quarter of 2022, a change to the Company's operational strategy saw increased
purchases of consumable inventory and resulted in the inclusion of consumable supplies and
components as part of Inventory within these Consolidated Financial Statements.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, the
application of the Company's inventory policy to new transactions is treated prospectively with no
comparative period adjustments.
Functional and presentation currency
These Consolidated Financial Statements are presented in Canadian dollars, which is the
Company’s functional currency. Financial statements of the Company’s US and International
subsidiaries have a functional currency different from Canadian dollars and are translated to
Canadian dollars using the exchange rate in effect at the period end date for all assets and
liabilities, and at average monthly year to date rates of exchange during the period for revenues and
expenses. The functional currency of the Company's US operations is the US dollar, while the local
currency in each country is considered to be the functional currency of each respective International
subsidiary.
All changes resulting from these translation adjustments are recognized in other comprehensive
income. All financial information presented in Canadian dollars has been rounded to the nearest
thousand except for per share amounts.
Key Sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in Note 3, management is
required to make judgments, estimates, and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated

Pason Annual Report 2022 53


10 Pason Systems Inc. 2022 Consolidated Financial Statements
assumptions are based upon historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates. Estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimates are revised and in any future periods affected.
Allowance for Doubtful Accounts
Amounts included in allowance for doubtful accounts reflect the expected credit losses for the
Company's trade receivables. The Company determines the allowance amount based on
management's best estimate of expected losses, considering actual loss history as well as current
and projected economic and industry activity. Significant or unexpected changes in economic
conditions could significantly impact the Company's future expected credit losses.
Depreciation of property, plant, and equipment, and amortization of intangible assets
When calculating depreciation of property, plant and equipment, and amortization of intangible
assets, the Company estimates the useful lives and residual values of the related assets. The
estimates made by management regarding the useful lives and residual values affect the carrying
amounts of the property and equipment and intangible assets on the balance sheet and the related
depreciation and amortization expenses recognized in the statement of operations. Assessing the
reasonableness of the estimated useful lives of property and equipment and intangible assets
requires judgment and is based on available information. The Company periodically, and at least
annually, evaluates its depreciation and amortization methods and rates for consistency against
those methods and rates used by its peers, or may revise initial estimates for changes in
circumstances, such as technological advancements. A change in the estimated remaining useful
life or the residual value will affect the depreciation or amortization expense prospectively.
Cash generating units (CGU)
For purposes of reviewing whether goodwill impairment exists, the Group has determined that the
assets of each of its operating segments are an appropriate basis for its CGUs. The Company uses
judgment in the determination of its CGUs.
Inventories
The Company evaluates its inventory to ensure it is carried at the lower of cost and net realizable
value. Provisions are made against obsolete and damaged inventories and are charged to rental
services. These provisions are assessed at each reporting date for adequacy. Any reversal of a
write-down of inventory arising from an increase in net realizable value will be recognized as a
reduction in rental services in the period in which the reversal occurred.
Recoverable amounts of property and equipment, intangible assets, and goodwill
At each reporting period, management assesses whether there are indicators of impairment of the
Company’s property and equipment, intangible assets, and goodwill. If an indication of impairment
exists, the property and equipment, intangible assets, and goodwill are tested for impairment. If not,
goodwill is tested for impairment at least annually. In order to determine if impairment exists and to
measure the potential impairment charge, the carrying amounts of the Company’s CGUs are
compared to their recoverable amounts, which is the greater of fair value less costs to sell and value
in use (VIU). An impairment charge is recognized to the extent the carrying amount exceeds the
recoverable amount. VIU is calculated as the present value of the expected future cash flows
specific to each CGU. In calculating VIU, significant judgments are required in making assumptions
with respect to discount rates, the market outlook, and future cash flows associated with the CGU.
Any changes in these assumptions will have an impact on the measurement of the recoverable
amount and could result in adjustments to impairment charges already recorded.
Intangible assets and goodwill acquired in business combinations, and obligations under put option
Accounting for business combinations involves the allocation of the cost of an acquisition to the
underlying net assets acquired based on estimated fair values. As part of this allocation process, the

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11 Pason Systems Inc. 2022 Consolidated Financial Statements
Company identifies and attributes values and estimated lives to identifiable intangible assets
acquired. These determinations involve significant estimates and assumptions regarding cash flow
projections, economic risk, and the weighted average cost of capital used by a market participant.
These estimates and assumptions determine the amount allocated to identifiable separable
intangible assets and goodwill, as well as the amortization period for identifiable intangible assets
with finite lives. If future events or results differ adversely from these estimates and assumptions,
the Company could record increased amortization or impairment charges. In conjunction with the
ETB Inc. acquisition, the Company determines the obligation under the put option based upon
certain assumptions and estimates which could differ significantly from actual results (Note 17).
Provisions and contingencies
The Company recognizes provisions based on an assessment of its obligations and available
information. Any matters not included as provisions are uncertain in nature and cannot be
reasonably estimated.
The Company makes assumptions to determine whether obligations exist and to estimate the
amount of obligations that we believe exist. In estimating the final outcome of litigation, assumptions
are made about factors including experience with similar matters, past history, precedents, relevant
financial, scientific, and other evidence and facts specific to the matter, all of which could differ
significantly from actual results. This determines whether a provision or disclosure in the financial
statements is needed.
Viability of new product development projects
New product development projects that meet the capitalization criteria are capitalized, and include
the cost of materials and direct labour costs that are directly attributable to preparing the asset for its
intended use. Subsequent changes in facts or circumstances could result in the balance of the
related deferred costs being expensed in profit or loss. Results could differ due to changes in
technology or if actual future economic benefit differs materially from what was expected.
Stock-based compensation
The fair value of stock options is calculated using a Black-Scholes option pricing model. There are a
number of estimates used in the calculation, such as the estimated forfeiture rate, expected option
life, and the future price volatility of the underlying security, which can vary from actual future events.
The factors applied in the calculation are management’s best estimates based on historical
information and future forecasts.
The fair value of Performance Share Units ("PSUs") is calculated using management's best
estimate of the Company's ability to achieve certain performance measures and objectives as set
out by the Board of Directors, considering historical and expected performance. Changes in these
estimates and future events could alter the calculation of the provision, and ultimate payout for such
compensation.
Income taxes
The Company operates in multiple jurisdictions with complex legal and tax regulatory environments.
In certain of these jurisdictions, the Company has taken income tax positions that management
believes are supportable and are intended to withstand challenge by tax authorities. Some of these
positions are inherently uncertain and include those relating to transfer pricing matters and the
interpretation of income tax laws applied to complex transactions as the tax positions taken by the
Company rely on the exercise of judgment and it is frequently possible for there to be a range of
legitimate and reasonable views.
The Company has adopted certain transfer pricing (TP) policies and methodologies to value inter-
company transactions that occur in the normal course of business. The value placed on such
transactions must meet certain guidelines that have been established by the tax authorities in the
jurisdictions in which the Company operates. The Company believes that its TP methodologies are

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12 Pason Systems Inc. 2022 Consolidated Financial Statements
in accordance with such guidelines. The Company entered into a Bilateral Advanced Pricing
Arrangement (APA) with the Canada Revenue Agency (CRA) and the Internal Revenue Service
(IRS) (collectively, the Parties) covering the taxation years ended December 31, 2013, through to
December 31, 2021. A new APA agreement effective January 1, 2022 is under review with the
Parties. Consistent with the prior agreement, the purpose of this APA is for the Company to obtain
agreement among the Parties on the TP methodology applied to the material inter-company
transactions of the Company.
The calculation of deferred income taxes is based on a number of assumptions, including estimating
the future periods in which temporary differences, tax losses, and other tax credits will reverse. Tax
interpretations, regulations, and legislation in the various jurisdictions in which the Company and its
subsidiaries operate are subject to change.
The estimation of deferred tax assets and liabilities includes uncertainty with respect to the reversal
of temporary differences.
Deferred tax assets are recognized when it is probable that taxable income will be available against
which the temporary differences or tax losses giving rise to the deferred tax asset can be used. This
requires estimation of future taxable income and use of tax loss carry-forwards for a considerable
period into the future. Income tax expense in future periods may be affected to the extent actual
taxable income is not sufficient or available to use the temporary differences, giving rise to the
deferred tax asset.

3. Significant Accounting Policies


The accounting policies set out below have been applied consistently to all years presented in these
Consolidated Financial Statements.
The accounting policies have been applied consistently by the Group entities.
Basis of consolidation
(a) Business combinations
For acquisitions, the Group measures goodwill as the fair value of the consideration
transferred less the net recognized amount, at fair value, of the identifiable assets acquired
and liabilities assumed, all measured as of the acquisition date. When the excess is
negative, a bargain purchase gain is recognized immediately in profit or loss.
Contingent consideration is measured at fair value at the acquisition date. Subsequent
adjustments to the consideration are recognized against the cost of the acquisition only to
the extent that they arise from new information obtained within the measurement period
(maximum of 12 months from the acquisition date) about the fair value at the date of
acquisition. All other subsequent adjustments to contingent consideration classified as an
asset or liability are recognized in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities,
that the Group incurs in connection with a business combination are expensed as incurred.
(b) Subsidiaries
Subsidiaries are entities controlled by the Company. The financial statements of
subsidiaries are included in the Consolidated Financial Statements from the date that
control commences until the date that control ceases. The accounting policies of
subsidiaries have been changed when necessary to align them with the policies adopted by
the Company. Intercompany balances and transactions are eliminated in preparing the
Consolidated Financial Statements.

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13 Pason Systems Inc. 2022 Consolidated Financial Statements
Investments in Associates and Joint Ventures
The Company uses the equity method to account for its 50% interest in Rawabi Pason Company
(Limited LCC) (Rawabi JV) and its investment in Intelligent Wellhead Systems Inc. (IWS). Under the
equity method, the investment is carried at cost and adjusted for post acquisition changes in the
Company's share of net assets of the associate or joint venture.
Goodwill and other intangible assets that arose on the initial acquisition are included as part of the
carrying amount and not recognized separately. The equity pick-up recognized is reduced by the
amortization of such intangible assets.
Distributions received from an associate or joint venture reduce the carrying cost.
Non-controlling interest
Non-controlling interest arises from business combinations in which the Company acquires less
than 100% interest and is measured at either fair value or at the minority interest's proportionate
share of the acquiree's identifiable assets. This decision is made on an acquisition-by-acquisition
basis.
In 2019, the Company acquired 80% of Energy Toolbase Software Inc. (ETS Inc). As such, non-
controlling interest representing 20% interest was valued using the minority interest's proportionate
share of the acquiree's identifiable assets.
Non-controlling interest in the net income of the Company's non-wholly subsidiaries are included in
net income, with minority interests presented as equity on the Consolidated Balance Sheets. The
carrying amount of non-controlling interest is increased or decreased by the minority interest's share
of subsequent changes in net income and comprehensive loss, as well as dividends or cash
disbursements made to the minority interest even if the result is that non-controlling interest
becomes a debit balance.
Government wage subsidies
The Company recognizes government wage subsidies when there is reasonable assurance that the
relevant conditions are met and that the subsidy will be received. The benefits are recorded within
other income/expenses in the income statement.
Foreign currency
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising
from business combinations, are translated to Canadian dollars at exchange rates at the reporting
date. The income and expenses of foreign operations are translated to Canadian dollars at average
exchange rates.
Gains and losses arising from the translation of the financial statements of foreign operations are
included in the Consolidated Statements of Other Comprehensive Income in the period they relate
to, and such differences have been accumulated in Foreign Currency Translation Reserve on the
Consolidated Balance Sheets. Advances made to subsidiaries for which the settlement is not
planned or anticipated in the foreseeable future are considered part of the net investment.
Accordingly, unrealized gains and losses from these advances are recorded in the Consolidated
Statements of Other Comprehensive Income.
Monetary assets and liabilities relating to foreign denominated transactions are initially recorded at
the rate of exchange in effect at the transaction date. Gains and losses resulting from subsequent
changes in foreign exchange rates are recorded in profit or loss for the period.

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14 Pason Systems Inc. 2022 Consolidated Financial Statements
Hyperinflation Accounting
Due to various qualitative and quantitative factors, Argentina was designated a hyper-inflationary
economy in the second quarter of 2018 for accounting purposes. As such, the Company has applied
IAS 29, Financial Reporting in Hyper-Inflationary Economies to these Consolidated Financial
Statements for its Argentinian operating subsidiary. These Consolidated Financial Statements are
based on the historical cost approach in IAS 29.
The application of hyperinflation accounting requires restatement of the Argentina subsidiary’s non
monetary assets and liabilities, shareholders’ equity and other comprehensive income items from
the transaction date when they were first recognized into the current purchasing power, which
reflects a price index current at the end of the reporting period before being included in the
Consolidated Financial Statements. To measure the impact of inflation on its financial position and
results, the Company has elected to use the Retail Price Index (indice de precios al consumidor con
cobertuna nacional or “IPC”) as recommended by the Government Board of the Argentine
Federation of Professional Councils of Economic Sciences (FACPCE).
As a result of the change in the IPC for the year ended December 31, 2022, the Company
recognized a net monetary gain within the Argentina subsidiary of $1,849 (2021 - $496). The level of
the IPC at December 31, 2022, was 1,134.6 (2021 - 582.5), which represents an annual increase of
95% (2021 - 51%).
Financial instruments
All financial instruments are measured at fair value upon initial recognition of the transaction.
Measurement in subsequent periods is dependent on whether the instrument is classified as a
“financial asset or financial liability at fair value through profit or loss”, “available-for-sale financial
assets”, “held-to-maturity investments”, “loans and receivables”, or “other financial liabilities”. The
Company derecognizes a financial asset when the contractual right to the cash flows from the asset
expires, or it transfers the right to receive the contractual cash flows on the financial asset in a
transaction in which substantially all the risks and rewards of ownership of the financial asset are
transferred. The Company derecognizes a financial liability when its contractual obligations are
discharged, cancelled, or expired. Financial assets and liabilities are offset and the net amount
presented in the balance sheet when the Company has a legal right to offset the amounts and
intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
The Company has the following non-derivative financial assets:
(a) Financial assets as fair value through profit or loss:
Cash and cash equivalents and short-term investments are held for trading within the fair
value through profit or loss category. Financial assets at fair value through profit or loss are
measured at fair value, and changes therein are recognized in net income.
(b) Loans and receivables:
Trade and other receivables are held within the loans and receivables category (Note 7).
Loans and receivables are financial assets with fixed or determinable payments that are not
quoted in an active market. Loans and receivables are initially recognized at fair value plus
any directly attributable transaction costs less any impairment losses. Subsequent to initial
recognition, loans and receivables are measured at amortized cost using the effective
interest method, less any impairment losses.
The Company has the following non-derivative financial liabilities:
(a) Non-derivative financial liabilities
Trade payables, accruals, provisions, and obligation under put option are held within the
non-derivative financial liabilities category. Such financial liabilities are recognized initially at

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15 Pason Systems Inc. 2022 Consolidated Financial Statements
fair value plus any directly attributable transaction costs. Subsequent to initial recognition,
these financial liabilities are measured at amortized cost using the effective interest method.
Cash and cash equivalents
Cash is comprised of cash on deposit, cash held in trust, bank indebtedness, and investments with
maturities of 90 days or less at the date of investment. Bank overdrafts that are repayable on
demand are included as a component of cash for the purpose of the statement of cash flows.
Short-term investments
Short-term investments are comprised of investments with maturities greater than 90 days and less
than one year at the date of investment.
Share capital
Common shares are classified as equity.
Property, plant, and equipment
(a) Recognition and measurement
Items of property, plant, and equipment are measured at cost less accumulated depreciation
and accumulated impairment losses.
Property, plant, and equipment include parts and raw materials awaiting assembly. These
assets are recorded at cost and no depreciation is taken.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The
cost of self-constructed assets includes the cost of materials and any other costs directly
attributable to bringing the assets to a working condition for their intended use and the costs
of dismantling and removing the items.
When parts of an item of property, plant, and equipment have different useful lives, they are
accounted for as separate items of property, plant, and equipment.
Proprietary software that is integral to the functionality of the related equipment is
capitalized as part of that equipment.
Gains and losses on disposal of an item of property, plant, and equipment are determined
by comparing the proceeds from disposal with the carrying amount of property, plant and
equipment, and are recognized net within depreciation and amortization.
(b) Subsequent costs
The cost of replacing a part of an item of property, plant, and equipment is recognized in the
carrying amount of the item only when it is probable that the future economic benefits will
flow to the Company, the economic life is greater than one year, and its cost can be
measured reliably. All other replacement costs, as well as the repair and maintenance of
property, plant, and equipment, are recognized in profit or loss as incurred.
(c) Depreciation
Depreciation is calculated over the depreciable amount, which is the cost of an asset less
residual value which the Company has determined to be nominal.
Depreciation is recognized in profit or loss either on a straight-line or declining balance
basis over the estimated useful lives of each part of an item of property, plant, and
equipment. Land is not depreciated.

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16 Pason Systems Inc. 2022 Consolidated Financial Statements
The estimated useful lives for the current and comparative year are as follows:
Straight-Line Declining Balance Rate
Rental equipment — 20%
Other 3 years —
Depreciation methods, useful lives, and residual values are reviewed at each financial year-
end and adjusted if appropriate.
Inventory
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is
determined on a standard cost basis and includes expenditures incurred in acquiring the
inventories, and other costs incurred in bringing them to their existing location and condition. Net
realizable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and selling expenses. Any inventory valuation write-downs are included in rental
services on the Consolidated Statements of Operations in the period in which the write-down
occurred.
Intangible assets
(a) Goodwill
Goodwill represents the excess of purchase price for business combinations over the fair
value of the acquired net assets. Goodwill is allocated as of the date of the business
combination. Goodwill is measured at cost less accumulated impairment losses.
(b) Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or
technical knowledge and understanding, is recognized in profit or loss as incurred.
Development activities involve a plan or design for the production of new or substantially
improved products and processes. Development expenditures are capitalized only if
development costs can be measured reliably, the product or process is technically and
commercially feasible, future economic benefits are probable, and the Company intends to
and has sufficient resources to complete development and to use the asset. The
expenditure capitalized includes the cost of materials and direct labour costs that are
directly attributable to preparing the asset for its intended use. Other development
expenditures are recognized in profit or loss as incurred.
Capitalized development expenditures are measured at cost less accumulated amortization
and accumulated impairment losses.
Capitalized development expenditures are amortized in the year in which the new products
begin generating revenue. However, if at any time a product is deemed no longer
commercially viable, the balance of the related deferred costs is expensed in profit or loss.
Investment tax credits are recorded only when received, as the timing and amounts are
dependent upon the acceptance of the claim by the respective tax authorities, and are
netted against the related development costs.
(c) Other intangible assets
Other intangible assets that are acquired by the Company have finite useful lives and are
measured at cost less accumulated amortization and accumulated impairment losses.
Intangible assets are amortized when they are available for use on a straight-line basis over
their estimated economic lives.

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17 Pason Systems Inc. 2022 Consolidated Financial Statements
(d) Subsequent expenditures
Subsequent expenditures are capitalized only when they increase the future economic
benefits embodied in the specific asset to which they relate. All other expenditures, including
expenditures on internally generated goodwill and brands, are recognized in profit or loss as
incurred.
(e) Amortization
Amortization is calculated over the cost of the asset less residual value which the Company
has determined to be nominal.
The estimated useful lives for intangible assets are as follows:

Customer relationships and technology 6 years


Non-compete agreements 5 years
Trademarks and software 3 years
Patents and research and development costs 3 years
Amortization methods, useful lives, and residual values are reviewed at each financial year-
end and adjusted if appropriate.
Impairment
(a) Financial assets (including trade and other receivables)
A financial asset not carried at fair value through profit or loss is assessed at each reporting
date to determine whether there is objective evidence that it is impaired. A financial asset is
impaired if evidence indicates that a loss event has occurred after the initial recognition of
the asset, and that the loss event had a negative effect on the estimated future cash flows
of that asset that can be reliably estimated.
Objective evidence that financial assets are impaired includes default or delinquency by a
debtor, restructuring of an amount due to the Company on terms that the Company would
not consider otherwise, indications that a debtor or issuer will enter bankruptcy, or the
disappearance of an active market for a security. The Company considers evidence of
impairment for receivables at both a specific asset and collective level. All individually
significant receivables are assessed for specific impairment. All individually significant
receivables found not to be specifically impaired are then collectively assessed for any
impairment that has been incurred but not yet identified. Receivables that are not
individually significant are collectively assessed for impairment by grouping together
receivables with similar risk characteristics.
In assessing collective impairment, the Company uses historical trends of the probability of
default, timing of recoveries and the amount of loss incurred, adjusted for management’s
judgment as to whether current economic and credit conditions are such that the actual
losses are likely to be greater or less than suggested by historical trends.
Losses are recognized in profit or loss and reflected in an allowance account against
receivables. When a subsequent event causes the amount of impairment loss to decrease,
the decrease in impairment loss is reversed through profit or loss.
(b) Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than deferred tax
assets, are reviewed at each reporting date to determine whether there is any indication of
impairment. Judgments and assessments are made to determine whether an event has
occurred that indicates a possible impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. For goodwill and intangible assets that have indefinite
useful lives or that are not yet available for use, the recoverable amount is estimated at
least annually.

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18 Pason Systems Inc. 2022 Consolidated Financial Statements
Assets that cannot be tested for impairment individually are grouped together into the
smallest group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets, referred to as the CGU.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair
value less costs to sell. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset or CGU.
For goodwill impairment testing, goodwill acquired in a business combination is allocated to
the CGU that is expected to benefit from the synergies of the combination. This allocation is
subject to an operating segment ceiling test and reflects the lowest level at which that
goodwill is monitored for internal reporting purposes.
The Company’s corporate assets do not generate separate cash inflows. If there is an
indication that a corporate asset may be impaired, then the recoverable amount is
determined for the CGU to which the corporate asset belongs.
An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its
estimated recoverable amount. Impairment losses are recognized in profit or loss as
incurred. Impairment losses recognized in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying
amounts of the other assets in the CGU on a pro-rata basis.
An impairment loss in respect of goodwill cannot be reversed. In respect of other assets,
impairment losses recognized in prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or
amortization, if no impairment loss had been recognized.
Share based compensation
Equity-settled share based compensation
(a) Stock option plan
The fair value of stock options granted is estimated at the grant date using the Black-
Scholes option pricing model, which includes underlying assumptions related to the risk-free
interest rate, average expected option life, estimated forfeitures, estimated volatility of the
Company’s shares and anticipated dividends.
Compensation expense associated with the option plan is recognized on a graded basis as
stock-based compensation expense over the vesting period of the stock options with a
corresponding increase in share based benefits reserve. Any consideration received on the
exercise of stock options for common shares is credited to share capital.
Cash-settled share based compensation
(b) Restricted share unit (RSU) plan and Phantom stock full value (PSFV) plan
The Company has a RSU and a PSFV plan for qualified employees whereby holders
receive a cash settlement based upon the number of outstanding units multiplied by the
prevailing market price of the Company’s common shares on the vesting date. A liability is
accrued and adjusted each quarter based upon the number of vested units and the current
market price of the Company’s common shares.
Compensation expense for the plans is accrued on a graded basis over the respective
three-year vesting period. Any changes in the fair value of the liability are recognized in
profit or loss.

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19 Pason Systems Inc. 2022 Consolidated Financial Statements
(c) Deferred share unit (DSU) plan
The Company has a DSU plan for directors of the Company. The DSUs are granted
annually and represent rights to share values based on the number of DSUs issued. When
a DSU holder ceases to be a member of the Board, the holder is entitled to receive a cash
settlement based upon the number of outstanding DSUs multiplied by the prevailing market
price of the Company’s common shares on the redemption date. A DSU liability is accrued
and adjusted each quarter on outstanding DSUs based upon the current market price of the
Company’s common shares.
Compensation expense for the DSU plan is accrued evenly over a one year period following
grant. Any changes in the fair value of the liability are recognized in profit or loss.
(d) Performance share unit (PSU) plan
The Company has a PSU plan for Executive Officers of the Company. PSUs are a notional
unit that entitle the holder to receive payment in cash upon vesting based upon the number
of vested PSUs and a multiplier calculated based upon the achievement of certain
performance measures and objectives specified by the Board of Directors. A PSU liability is
accrued and adjusted each reporting period on vested PSUs based upon the expected fair
value of the future obligation, with changes in fair value recognized in profit or loss.
Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or
constructive obligation that can be reliably estimated, and it is probable that an outflow of economic
benefits will be required to settle the obligation.
Revenue
The Company applies the five-step model to arrangements that meet the definition of a contract,
including when it is probable that the entity will collect the consideration it is entitled to in exchange
for the goods or services it provides to the customer.
(a) identifies the contract(s) with a customer,
(b) identifies the performance obligations in the contract,
(c) determines the transaction price,
(d) allocate the transaction price to the performance obligations in the contract, and
(e) recognizes revenue when (or as) the entity satisfies a performance obligation.
Products and services for the Company are primarily comprised of specialized data management
systems provided on a rental basis. The Company satisfies its performance obligations and
recognizes rental revenue during the reporting period based on completion of each rental day.
Leases
The Company assesses whether a contract is or contains a lease, at inception of the contract. The
company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease
arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease
term of 12 months or less) and leases of low value assets (such as tablets and personal computers,
small items of office furniture, and telephones). For these leases, the Company recognizes the lease
payments as an operating expense on a straight-line basis over the term of the lease unless another
systematic basis is more representative of the time pattern in which economic benefits from the
leased assets are consumed.
Lease liabilities are initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be
readily determined, the lessee uses its incremental borrowing rate.

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20 Pason Systems Inc. 2022 Consolidated Financial Statements
Lease payments included in the measurement of the lease liability are comprised of:
(a) Fixed lease payments (including in-substance fixed payments), less any lease incentives
receivable;
(b) Variable lease payments that depend on an index or rate, initially measured using the index
or rate at the commencement date;
(c) The amount expected to be payable by the lessee under residual value guarantees; The
exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
and
(d) Payments of penalties for terminating the lease, if the lease term reflects the exercise of an
option to terminate the lease.
Both the current and non-current portion of the lease liability is presented as a separate line in the
Consolidated Balance Sheets. The lease liability is subsequently measured by increasing the
carrying amount to reflect interest on the lease liability (using the effective interest method) and by
reducing the carrying amount to reflect the lease payments made.
The Company remeasures the lease liability (and makes a corresponding adjustment to the related
right-of-use asset) whenever:
(a) The lease term has changed or there is a significant event or change in circumstances
resulting in a change in the assessment of exercise of a purchase option, in which case the
lease liability is remeasured by discounting the revised lease payments using a revised discount
rate.
(b) The lease payments change due to changes in an index or rate or a change in expected
payment under a guaranteed residual value, in which case the lease liability is remeasured by
discounting the revised lease payments using an unchanged discount rate (unless the lease
payments change is due to a change in a floating interest rate, in which case a revised discount
rate is used).
(c) A lease contract is modified and the lease modification is not accounted for as a separate
lease, in which case the lease liability is remeasured based on the lease term of the modified
lease by discounting the revised lease payments using a revised discount rate at the effective
date of the modification.
The Company did not make any such adjustments during the periods presented.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement day, less any lease incentives received and any
initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the
underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use
asset reflects that the Company expects to exercise a purchase option, the related right-of-use
asset is depreciated over the useful life of the underlying asset. The depreciation starts at the
commencement date of the lease. The right-of-use assets are presented as a separate line in the
Consolidated Balance Sheets. The Company applies IAS 36 to determine whether a right-of-use
asset is impaired and accounts for any identified impairment loss as described in the "Property,
Plant, and Equipment" policy.
Variable rents that do not depend on an index or rate are not included in the measurement of the
lease liability and the right-of-use asset. The related payments are recognized as an expense in the
period in which the event or condition that triggers those payments occurs and are included in the
segment and category with which the expense arises.

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21 Pason Systems Inc. 2022 Consolidated Financial Statements
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and
instead account for any lease and associated non-lease components as a single arrangement. The
Company has not used this practical expedient. For contracts that contain a lease component and
one or more additional lease or non-lease components, the Company allocates the consideration in
the contract to each lease component on the basis of the relative stand-alone price of the lease
component and the aggregate stand-alone price of the non-lease components.
Finance income, finance costs, and foreign exchange
Finance income comprises interest income on excess funds invested. Interest income is recognized
as it accrues in profit or loss.
Finance costs include interest expense on bank borrowing, lease obligations, and changes in the
fair value of financial assets at fair value through profit or loss, and impairment losses recognized on
financial assets.
Foreign currency gains and losses are reported on a net basis.
Income tax
Income tax expense is comprised of current and deferred tax. Current tax and deferred tax are
recognized in profit or loss except to the extent that it relates to a business combination, or to items
recognized directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognized for the following temporary differences: the initial recognition of
assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and
jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable
future. In addition, deferred tax is not recognized for taxable temporary differences arising on the
initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be
applied to temporary differences when they reverse, based on the laws that have been enacted or
substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes
levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will
be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits, and deductible temporary
differences, to the extent that it is probable that future taxable profits will be available to use unused
tax losses and unused tax credits. Deferred tax assets are reviewed at each reporting date and the
valuation allowance is reduced to the extent that it is no longer probable that the related tax benefit
will be realized.
Dividends
Dividends on common shares are recognized in the Company’s Consolidated Financial Statements
in the period in which the Board of Directors approves the dividend.

Pason Annual Report 2022 65


22 Pason Systems Inc. 2022 Consolidated Financial Statements
Income per share
The Company presents basic and diluted income per share data for its common shares. Basic
income per share is calculated by dividing the net income or loss available to common shareholders
of the Company by the weighted average number of common shares outstanding during the year.
Diluted income per share is determined by adjusting the net income or loss available to common
shareholders and the weighted average number of common shares outstanding, adjusted for the
effects of all dilutive potential common shares, which comprise stock options outstanding.
Segment reporting
An operating segment is a component of the Company that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Company’s other components. All operating segments’ results are
reviewed regularly by the Company’s senior management to make decisions about resources to be
allocated to the segment and assess its performance, and for which discrete financial information is
available.
Segment results that are reported include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets,
costs that benefit more than one operating unit which cannot be reasonably allocated, and amounts
relating to current and deferred taxes as these amounts can be impacted by tax strategies
implemented at the corporate level that benefit the Group as a whole.
Segment capital expenditures are the total costs incurred during the period to acquire property,
plant, and equipment and intangible assets other than goodwill.

4. Changes in Accounting Standards


Standards and interpretations adopted in the year ended December 31, 2022
The Company has adopted the following amendments to IFRS effective January 1, 2022, and
except as otherwise noted, none of which have had a material impact on the Company's
Consolidated Financial Statements:
IAS 37, Provisions, Contingent Liabilities and Contingent Assets. The amendment clarified that the
‘costs of fulfilling a contract’ when assessing whether a contract is onerous comprise both the
incremental costs and an allocation of other costs that relate directly to fulfilling contracts. The
amendments apply to contracts existing at the date when the amendments are first applied. There is
no impact to the Company for the year ended December 31, 2022 as a result of this amendment.
Future Accounting Policy Changes
The following amendments have been issued and are effective for financial years beginning on or
after January 1, 2023. Amendments that are not applicable to the Company have been excluded.
The Company does not anticipate that the adoption of any of these amendments will have a
material impact on its financial statements.
IAS 1, Presentation of Financial Statements (effective January 1, 2023)
Clarifies the presentation of liabilities in the statement of financial position. The classification
of liabilities as current or non-current is based on contractual rights that are in existence at
the end of the reporting period and is unaffected by expectations about whether an entity
will exercise its right to defer settlement. A liability not due over the next twelve months is
classified as non-current even if management intends or expects to settle the liability within
twelve months. The amendments also introduce a definition of ‘settlement’ to make clear
that settlement refers to the transfer of cash, equity instruments, other assets, or services to
the counterparty.

66 Pason Annual Report 2022


23 Pason Systems Inc. 2022 Consolidated Financial Statements
IAS 12, Income Taxes - Deferred Tax arising from a Single Transaction (effective
January 1, 2023)
The amendment clarifies the initial recognition exemption for transactions that give rise to
equal taxable and deductible temporary differences. An entity is now required to recognize
the related deferred tax asset and liability with the recognition of any deferred tax asset
being subject to the recoverability criteria in IAS 12.

5. Cash and Cash Equivalents


As at December 31, 2022 2021
($) ($)
Cash 77,568 120,714
Cash equivalents 54,489 37,569
Cash and cash equivalents 132,057 158,283

As at December 31, 2022, the Company's cash and cash equivalents are invested in 1-25 day
money market funds with interest rates averaging 4.5%. In the fourth quarter of 2022, the Company
invested $40.3 million of its cash in short-term investments as outlined in Note 6 of these
Consolidated Financial Statements.

6. Short-Term Investments
As at December 31, 2022 2021
($) ($)
Short-term investments 40,377 —

As at December 31, 2022, the Company's short-term investments are twelve-month term deposits
with interest rates ranging between 5.16% and 5.55%.

7. Trade and Other Receivables


As at December 31, 2022 2021
($) ($)
Trade receivables, net of allowances for doubtful accounts 77,721 48,279
Other receivables 7,098 1,174
Trade and other receivables 84,819 49,453

8. Inventory
Inventory is comprised of products and components which will be consumed through the Company’s
field service presence or through equipment repairs. For the year ended December 31, 2022, the
cost of inventory expensed in rental services was $20,199 (2021: $11,877).

Pason Annual Report 2022 67


24 Pason Systems Inc. 2022 Consolidated Financial Statements
9. Property, Plant, and Equipment
Materials and Rental Right of use
supplies equipment assets Other Total
($) ($) ($) ($) ($)
Property, plant and equipment
Balance at January 1, 2021 7,330 434,210 10,481 56,130 508,151
Additions 4,667 4,067 3,008 1,503 13,245
Derecognition and disposals — (40,965) (2,509) (20,070) (63,544)
Parts consumed (3,785) 3,785 — — —
Hyperinflation — (954) — — (954)
Effects of exchange rate changes — 5,234 42 80 5,356
Balance at December 31, 2021 8,212 405,377 11,022 37,643 462,254
Additions 4,918 28,821 — 416 34,155
Derecognition and disposals — (23,320) (249) (19,400) (42,969)
Reclassified to inventory (4,719) — — — (4,719)
Parts consumed (2,913) 2,913 — — —
Hyperinflation — 6,491 — — 6,491
Effects of exchange rate changes 469 15,975 76 868 17,388
Balance at December 31, 2022 5,967 436,257 10,849 19,527 472,600

Accumulated Depreciation
Balance at January 1, 2021 — 360,546 4,522 48,097 413,165
Depreciation — 16,783 2,194 2,246 21,223
Derecognition of assets — (39,465) (2,509) (15,712) (57,686)
Hyperinflation — 744 — — 744
Effects of exchange rate changes — 2,461 24 58 2,543
Balance at December 31, 2021 — 341,069 4,231 34,689 379,989
Depreciation — 14,604 1,867 768 17,239
Derecognition and disposals — (23,320) (249) (19,400) (42,969)
Hyperinflation — 5,117 — — 5,117
Effects of exchange rate changes — 15,151 8 370 15,529
Balance at December 31, 2022 — 352,621 5,857 16,427 374,905

Carrying Amounts
At December 31, 2021 8,212 64,308 6,791 2,954 82,265
At December 31, 2022 5,967 83,636 4,992 3,100 97,695

Other property, plant, and equipment includes computer equipment and leasehold improvements.
Derecognition of Assets
Included in the amounts recorded as derecognition and disposals in the above table are the costs
and accumulated depreciation of fully depreciated assets that have been removed from the
Company's books. In 2022, these amounts were $42,969 (2021: $57,686).

68 Pason Annual Report 2022


25 Pason Systems Inc. 2022 Consolidated Financial Statements
10. Investments
Investments are comprised of the Company's investments in Intelligent Wellhead Systems Inc.
(IWS) and a 50% interest in Rawabi Pason Company (Rawabi JV). Rawabi JV is a provider of
specialized data management systems for drilling rigs in the Kingdom of Saudi Arabia. IWS is a
privately-owned oil and gas technology and service company that provides engineered controls,
data acquisition and software to automate workflows and processes at live well operations in the
completions segment of the oil and gas industry.
A summary of the Company's equity investments is as follows:
Years Ended December 31, 2022 2021
($) ($)
Equity Investments, beginning 30,046 24,719
Share of after tax income in associates and joint ventures 482 (444)
Amortization of intangibles (772) (659)
Additional investment 17,915 7,127
Dividends (549) (697)
Other 717 —
Equity Investments, ending 47,839 30,046

Investment in IWS
The Company's initial minority investment in IWS was made in 2019, and consisted of total
consideration of $25,000. The investment consisted of initial cash consideration of $10,000 and
$15,000 payable in three separate $5,000 put options, exercisable at IWS' discretion for a period of
up to three years. The first $5,000 put obligation was exercised in the first quarter of 2020, while the
second and third were exercised during the second and fourth quarters of 2021.
During the fourth quarter of 2022, Pason increased its non-controlling investment in IWS and
acquired a portion of outstanding common shares for total cash consideration of $7,915 (2021:
$7,127), in addition to subscribing to preferred shares for total cash consideration of $10,000 (2021:
$nil).
The preferred share subscription agreement had an initial subscription of $10,000 in the fourth
quarter of 2022, and up to $15,000 in additional subscriptions exercisable at IWS' request, subject
to the Company's approval. No additional voting rights were granted as part of this preferred share
subscription. Given that the funding of additional subscriptions are subject to the Company's
approval at the time of request, no associated obligation has been recognized on the Consolidated
Balance Sheets as at December 31, 2022.
Including the amount relating to the common share acquisition in 2022 as outlined above, total cash
outflows associated with the Company's non-controlling investment in IWS is $17,915 for the year
ended December 31, 2022 (2021: $17,127).

Pason Annual Report 2022 69


26 Pason Systems Inc. 2022 Consolidated Financial Statements
11. Intangible Assets and Goodwill
Research & Customer
Goodwill Development Technology Relationships Other Total
($) ($) ($) ($) ($) ($)
Intangible assets
Balance at January 1, 2021 33,330 25,390 5,238 12,147 3,982 80,087
Internally developed — 1,414 — — — 1,414
Investment tax credits received — (732) — — — (732)
Derecognition of assets — (15,755) — (6,140) (1,440) (23,335)
Effects of exchange rate 122 — (9) 159 96 368
Balance at December 31, 2021 33,452 10,317 5,229 6,166 2,638 57,802
Internally developed — 823 — — 451 1,274
Derecognition of assets (1,259) — (2,842) (4,726) (1,370) (10,197)
Effects of exchange rate 2,021 — 163 99 85 2,368
Balance at December 31, 2022 34,214 11,140 2,550 1,539 1,804 51,247

Amortization
Balance at January 1, 2021 607 19,558 2,427 9,447 3,132 35,171
Amortization — 1,968 922 1,164 412 4,466
Derecognition of assets — (15,755) — (6,290) (1,290) (23,335)
Effects of exchange rate 226 — (53) 177 85 435
Balance at December 31, 2021 833 5,771 3,296 4,498 2,339 16,737
Amortization — 1,351 832 1,037 383 3,603
Derecognition of assets — — (2,842) (4,726) (1,370) (8,938)
Effects of exchange rate 57 — 75 12 83 227
Balance at December 31, 2022 890 7,122 1,361 821 1,435 11,629
Carrying amounts
At December 31, 2021 32,619 4,546 1,933 1,668 299 41,065
At December 31, 2022 33,324 4,018 1,189 718 369 39,618

Derecognition of assets
Included in the amounts recorded as derecognition of assets are the costs and accumulated
amortization of fully amortized assets that have been removed from the Company's books.
Impairment assessment
The Company assessed goodwill for impairment at December 31, 2022 as part of its annual
reporting process. In doing so, the Company compared the aggregate recoverable amount of the
assets included in the respective CGUs to their carrying amounts. The Company completed its
annual assessment for goodwill impairment and determined that the recoverable amount for the
Company's CGUs exceeded the carrying amounts, respectively.
For the December 31, 2022 goodwill impairment assessment, the Company's goodwill was
allocated to the North America, International and Solar and Energy Storage CGUs.
The recoverable amount has been determined based on the value in use of the CGUs using cash
flow budgets approved by management. There is a degree of uncertainty with respect to the
estimates of the recoverable amounts of the CGUs' assets due in part to the necessity of making
key assumptions about the future economic environment that the Company will operate in. The
value in use calculations use discounted cash flow projections, which require key assumptions,
including future cash flows, projected growth, and pre-tax discount rates. The Company considers a
range of reasonable possibilities to use for these key assumptions and decides upon the amounts to
use that represent management’s best estimates.
Key assumptions are as follows:

70 Pason Annual Report 2022


27 Pason Systems Inc. 2022 Consolidated Financial Statements
Solar and
North America International Energy Storage
(%) (%) (%)
Weighted average growth rate 3 7 nmf
Terminal growth rate 2.0 2.0 3.0
Pre-tax discount rate 15 15 25

The weighted average growth rate for the Solar and Energy Storage CGU is not meaningful given
the early stages of associated cash flows.
For all operating segments, reasonable possible changes in key assumptions would not cause the
recoverable amount of goodwill to fall below the carrying value. If future events cause a significant
change in the operating environment of these business units, resulting in key operating metrics
differing from management’s estimates, the Company could potentially experience future material
impairment charges against goodwill.

12. Trade Payables and Accruals


As at December 31, Note 2022 2021
($) ($)
Trade payables 20,724 8,606
Non-trade payables and accrued expenses 29,975 20,869
Liability for automatic purchase plan (APP) commitment pursuant to
NCIB 13 3,000 2,000
Trade payables and accruals 53,699 31,475

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed
in Note 22.

13. Share Capital


Common shares

Years Ended December 31, 2022 2021


($) (#) ($) (#)
Balance, beginning 162,567 82,194,051 164,568 83,088,941
Exercise of stock options 3,530 303,553 146 16,089
Shares repurchased and cancelled under NCIB (1,929) (970,650) (1,804) (910,979)
Reversal of prior period liability for APP commitment pursuant to NCIB 343 — — —
Liability for automatic share purchase plan commitment pursuant to
NCIB (375) — (343) —
Balance, ending 164,136 81,526,954 162,567 82,194,051

At December 31, 2022, the Company was authorized to issue an unlimited number of common
shares and an unlimited number of preferred shares, issuable in series.
The holders of common shares are entitled to receive dividends, as declared at the discretion of the
Board of Directors, and are entitled to one vote per share at meetings of the Company. All shares
rank equally with regard to the Company’s residual assets.
Common share dividends
During 2022, the Company declared and paid quarterly dividends of $29,473 (2021: $16,567) or
$0.36 per common share (2021: $0.20) as follows:

Pason Annual Report 2022 71


28 Pason Systems Inc. 2022 Consolidated Financial Statements
Dividend Record Dividend Per Common
Date Payment Date Share Total
($) ($)
March March 15 March 31 0.08 6,570
June June 15 June 30 0.08 6,580
September September 15 September 29 0.08 6,558
December December 15 December 30 0.12 9,765
Total dividends declared 0.36 29,473

Normal Course Issuer Bid (NCIB)


On December 15, 2022, the Company renewed its NCIB commencing on December 20, 2022, and
expiring on December 19, 2023. Under the current NCIB, the Company may purchase for
cancellation, as the Company considers advisable, up to a maximum of 8,105,263 common shares,
which represents approximately 10% of the applicable public float at the time of renewal.
The actual number of common shares that may be purchased for cancellation and the timing of any
such purchases will be determined by the Company, subject to a maximum daily purchase limitation
of 54,996 common shares. The Company may make one block purchase per calendar week which
exceeds the daily purchase restriction.
For the year ended December 31, 2022, the Company repurchased 970,650 (2021 - 910,979)
shares for cancellation for total cash consideration of $13,786 (2021 - $8,432). The total
consideration is allocated between share capital and retained earnings.
At December 31, 2022, the Company entered into an automatic purchase plan (APP) with an
independent broker. As such, as at December 31, 2022, the Company recorded a liability of $3,000
(2021: $2,000) for share repurchases that could take place during its internal blackout period. The
total accrual was included in the Consolidated Balance Sheets under trade payables and accruals.
As at December 31, 2022 2021
($) ($)
Amounts charged to
Share capital 375 343
Retained earnings 2,625 1,657
Liability for automatic share purchase plan commitment 3,000 2,000

14. Stock-Based Compensation


Stock option plan
The Group has a stock option plan that entitles qualified employees to purchase common shares in
the Company. Options, which are issued at market price vest over three years and expire after five
years. The Company's outstanding stock options can be summarized as follows:

72 Pason Annual Report 2022


29 Pason Systems Inc. 2022 Consolidated Financial Statements
Years Ended December 31, 2022 2021
Weighted Average Weighted Average
Share Options Exercise Price Share Options Exercise Price
(#) ($) (#) ($)
Outstanding, beginning 3,324,759 14.67 4,277,601 15.96
Granted 642,190 16.07 599,373 10.63
Exercised (303,553) 9.95 (16,089) 7.33
Expired or forfeited (998,275) 17.90 (1,536,126) 17.34
Outstanding, ending 2,665,121 14.31 3,324,759 14.67
Exercisable, ending 1,454,201 15.38 2,147,030 17.28
Available for grant, ending 3,041,766 2,428,825

The following table summarizes information about the stock options outstanding at December 31,
2022:

Options Outstanding Options Exercisable

Weighted Average
Range of Exercise Options Remaining Weighted Average Exercisable Weighted Average
Prices Outstanding Contractual Life Exercise Price (Vested) Exercise Price
($) (#) (Years) ($) (#) ($)
7.33 - 8.98 396,188 2.92 7.33 214,571 7.33
8.99 - 12.91 907,384 3.17 11.48 520,271 12.11
12.92 - 20.22 1,361,549 2.82 18.22 719,359 20.14
2,665,121 2.97 14.31 1,454,201 15.38

All stock options are valued using the Black-Scholes option pricing model. Weighted average
assumptions for options granted in the year are as follows:
Years Ended December 31, 2022 2021
Fair value of stock options ($) 4.85 3.06
Forfeiture rate (%) 11.28 11.34
Risk-free interest rate (%) 3.54 1.11
Expected option life (years) 3.28 3.26
Expected volatility (%) 46.55 44.93
Expected annual dividends per share (%) 2.99 1.90

Restricted share units plan


RSUs vest over three years and upon vesting will entitle the holder to a cash payment based upon
the corresponding market value of the Company’s common shares.
The Company's outstanding RSUs can be summarized as follows:

Years Ended December 31, 2022 2021


(#) (#)
RSUs, beginning 1,144,628 1,111,190
Granted 394,855 535,113
Vested and paid (500,302) (411,915)
Forfeited (83,863) (89,760)
RSUs, ending 955,318 1,144,628

Deferred share units plan


DSUs are awarded annually to members of the Board of Directors and represent cash settled rights
to share values based on the number of DSUs outstanding. DSUs are credited evenly following the
year in which they are awarded. DSUs vest and are paid upon the retirement of the Director.

Pason Annual Report 2022 73


30 Pason Systems Inc. 2022 Consolidated Financial Statements
The Company's outstanding DSUs can be summarized as follows:

Years Ended December 31, 2022 2021


(#) (#)
DSUs, beginning 264,231 252,363
Credited 88,086 81,498
Redeemed and paid — (69,630)
DSUs, ending 352,317 264,231

Performance share units plan


The Company has a PSU plan for Executive Officers of the Company. PSUs are awarded annually
and the number of PSUs awarded shall be equal to one PSU for each $1.00 of grant value
determined by the Board of Directors on such date. PSUs granted before 2021 vest equally over
three years while PSUs awarded in and after 2021 vest at the end the third anniversary of the grant
date. Upon vesting, PSUs entitle the holder to receive a cash payment calculated based upon the
number of PSUs vested and a multiplier which is based on the achievement of certain performance
measures and objectives specified by the Board of Directors. The applicable multiplier can range
from zero percent to 200 percent.
The Company's outstanding PSUs can be summarized as follows:

Years Ended December 31, 2022 2021


(#) (#)
PSUs, beginning 2,385,124 2,332,028
Granted 1,041,506 995,943
Vested and paid (407,056) (942,847)
PSUs, ending 3,019,574 2,385,124

Stock-based compensation expense and liability


For the year ended December 31, 2022, the Company recorded $15,230 of stock-based
compensation expense for its equity and cash settled plans (2021: $11,523). As at December 31,
2022, the Company held $6,028 in current stock-based compensation liability and $7,869 in non-
current stock-based compensation liability for its cash settled plans (as at December 31, 2021:
$2,647 and $6,821 respectively).

74 Pason Annual Report 2022


31 Pason Systems Inc. 2022 Consolidated Financial Statements
15. Operating Segments
The Company reports on three strategic business units: The North American (Canada and the
United States) and International (Latin America, including Mexico, Offshore, the Eastern
Hemisphere, and the Middle East) business units, all of which offer technology services to the oil
and gas industry, and the Solar and Energy Storage business unit, which provides technology
services to solar and energy storage developers. The following tables represent a disaggregation of
revenue from contracts with customers along with the reportable segment for each category:
Solar and
Energy
Year Ended December 31, 2022 North America International Storage Total
($) ($) ($) ($)
Revenue
Drilling Data 148,516 31,914 — 180,430
Mud Management and Safety 81,823 11,489 — 93,312
Communications 16,703 2,656 — 19,359
Drilling Intelligence 22,271 1,644 — 23,915
Analytics and Other 5,256 5,519 7,207 17,982
Total Revenue 274,569 53,222 7,207 334,998
Rental services and local administration 85,624 26,742 10,067 122,433
Depreciation and amortization 17,943 2,879 20 20,842
Segment gross profit (loss) 171,002 23,601 (2,880) 191,723
Research and development 37,573
Corporate services 15,192
Stock-based compensation 15,230
Other income (15,403)
Income tax provision 33,405
Net income 105,726
Net income attributable to Pason 107,616
Capital expenditures 33,024 1,479 — 34,503
As at December 31, 2022
Property plant and equipment 85,050 12,488 157 97,695
Intangible assets 4,213 — 2,081 6,294
Goodwill 7,729 2,600 22,995 33,324
Segment assets 371,197 63,513 35,218 469,928
Segment liabilities 69,560 6,534 12,872 88,966

Pason Annual Report 2022 75


32 Pason Systems Inc. 2022 Consolidated Financial Statements
Solar and
Energy
Year Ended December 31, 2021 North America International Storage Total
($) ($) ($) ($)
Revenue
Drilling Data 88,907 21,885 — 110,792
Mud Management and Safety 47,631 7,767 — 55,398
Communications 10,434 1,504 — 11,938
Drilling Intelligence 13,734 1,072 — 14,806
Analytics and Other 5,384 4,261 4,107 13,752
Total Revenue 166,090 36,489 4,107 206,686
Rental services and local administration 61,959 19,432 6,277 87,668
Depreciation and amortization 22,569 3,100 20 25,689
Segment gross profit (loss) 81,562 13,957 (2,190) 93,329
Research and development 32,220
Corporate services 13,175
Stock-based compensation 11,523
Other income (7,252)
Income tax provision 11,738
Net income 31,925
Net income attributable to Pason 33,845
Capital expenditures 10,279 520 121 10,920
As at December 31, 2021
Property plant and equipment 73,177 8,837 251 82,265
Intangible assets 5,602 — 2,844 8,446
Goodwill 8,512 2,600 21,507 32,619
Segment assets 300,936 51,716 27,289 379,941
Segment liabilities 61,533 4,953 5,674 72,160

16. Other Income


Years Ended December 31, 2022 2021
($) ($)
Put option revaluation (Note 17) (5,815) 381
Net interest (income) expense (4,937) 1,526
Net monetary gain (1,849) (496)
Foreign exchange gain (2,024) (2,011)
Other (income) expenses (1,068) 453
Equity loss (Note 10) 290 1,103
Government wage assistance — (8,208)
Total other income (15,403) (7,252)

Net interest expense (income) is primarily comprised of interest generated from the Company's
invested cash and cash equivalents and short-term investments.
Net monetary gain included in other income results from applying hyperinflation accounting to the
Company's Argentinian subsidiary.
Other (income) expenses for the year ended December 31, 2022 is primarily comprised of proceeds
received on a bankruptcy settlement of a former lessee.
The Company did not recognize any government wage assistance in 2022 as the program was
terminated in October 2021. During the year ended December 31, 2021, Pason participated in the
Canada Emergency Wage Subsidy ("CEWS") program.

76 Pason Annual Report 2022


33 Pason Systems Inc. 2022 Consolidated Financial Statements
17. Obligation Under Put Option
The put obligation is a contractual obligation whereby the non-controlling shareholders of ETB have
a put option to exercise for cash their 20% shareholdings of ETB starting in 2023 with reference to
the fair value of ETB shares at the date the put option can be exercised. This put option gives rise to
a financial liability and is calculated at each annual reporting period using a discounted cash flow
model of the estimated future cash flows of the obligation.
The significant unobservable inputs to determine the fair value of the obligation under put option as
at December 31, 2022, include the weighted average growth rate, terminal value, and pre-tax
discount rate used in the Company's impairment assessment, and are further disclosed in Note 11.
As at December 31, 2022, the put option valuation was affected by the increase in policy interest
rates as it relates to the discount rate applied in the fair value assessment of the obligation under
put option.
A summary of the obligation under put option is as follows:

As at December 31, 2022 2021


($) ($)
Balance, beginning 11,484 11,153
Put option revaluation (5,815) 381
Foreign exchange 805 (50)
Balance, ending 6,474 11,484

18. Income Tax


The Company's income tax provision is comprised of the following:

Years Ended December 31, 2022 2021


($) ($)
Current tax expense 32,509 13,876
Deferred tax expense (recovery) 896 (2,138)
Income tax provision 33,405 11,738

The provision for income taxes, including deferred taxes, reflects an effective income tax rate that
differs from the actual combined Canadian federal and provincial statutory rates of 23% for 2022
and 23% for 2021.

Pason Annual Report 2022 77


34 Pason Systems Inc. 2022 Consolidated Financial Statements
The Company’s US subsidiaries (US Consolidated Group) were subject to federal and state
statutory tax rates of approximately 25% for both 2022 and 2021.
A summary of these differences is as follows:

Years Ended December 31, 2022 2021


($) ($)
Income before income taxes 139,131 43,663
Expected income tax at statutory rate 32,000 10,042
Increase (decrease) resulting from:
Impact of not recognizing deferred tax assets on previous net
operating losses 9 (152)
Non-deductible portion of stock-based compensation 242 286
Withholding and other taxes 1,527 1,196
Put option revaluation (1,366) 88
Foreign and other tax rate differences 1,062 864
Prior years reassessments and adjustments 113 15
Equity pickup of non controlling entities (376) 254
Hyperinflation (347) 296
Non-taxable permanent differences of foreign exchange (622) (1,020)
Other items 1,163 (131)
Income tax provision 33,405 11,738

Certain prior period amounts have been reclassified for consistency with the current year
presentation.
Deferred tax assets and liabilities are comprised of the following:

As at December 31, 2022 2021


($) ($)
Inter-company transactions 6,408 4,157
Share-based payments 3,009 1,622
Property, plant and equipment (12,768) (8,387)
Intangible assets (4,142) (4,316)
Other 985 1,088
Deferred tax liability (6,508) (5,836)

Deferred tax asset — —


Deferred tax liability 6,508 5,836
Deferred tax liability 6,508 5,836

Inter-company transactions represent amounts owing to the Company's Canadian subsidiary from
the Company's US consolidated group that are not deductible for US tax purposes until paid.

78 Pason Annual Report 2022


35 Pason Systems Inc. 2022 Consolidated Financial Statements
The movement in deferred tax assets and liabilities is as follows:

Inter- Share- Property,


company based plant and Intangible
As at transactions payments Other equipment assets Total
($) ($) ($) ($) ($) ($)
January 1, 2021 5,015 916 597 (9,697) (4,758) (7,927)
Recognized in income (829) 707 499 1,317 444 2,138
Foreign exchange differences (29) (1) (8) (7) (2) (47)
December 31, 2021 4,157 1,622 1,088 (8,387) (4,316) (5,836)
Recognized in income 2,612 1,387 (28) (5,008) 141 (896)
Foreign exchange differences (361) — (75) 627 33 224
December 31, 2022 6,408 3,009 985 (12,768) (4,142) (6,508)

Foreign exchange differences are recognized through foreign currency translation adjustment in the
Statement of Other Comprehensive Income.
All deferred taxes are classified as non-current, irrespective of the classification of the underlying
assets or liabilities to which they relate, or the expected reversal of the temporary difference. In
addition, deferred tax assets and liabilities have been offset if there is a legally enforceable right to
offset current tax liabilities and assets, and they relate to income taxes levied by the same tax
authority on the same taxable entity.
Tax loss carry-forwards
The Company has net-operating losses in its International business segment for which no deferred
tax asset has been recognized. Deferred tax assets are only recognized to the extent that it is
probable that future taxable profits will be available to use unused tax losses.
Income Taxes Recoverable
During the first quarter of 2019, the Company paid withholding tax owing to the Canada Revenue
Agency (CRA) of $15,304 as part of a Bilateral Advanced Pricing Arrangement (APA) entered into
with the CRA and the IRS. As such, the Company recorded an amount under Income Tax
Recoverable, which represented a corresponding amount owing from the IRS. During the first
quarter of 2022, the Company received final settlement on all principal amounts owing from the IRS
in relation to the APA, in the amount of $12.5 million.

19. Income Per Share


Basic income per share
The calculation of basic income per share is based on the following weighted average number of
common shares:

Years Ended December 31, 2022 2021


(#) (#)
Issued common shares outstanding, beginning 82,194,051 83,088,941
Effect of NCIB and exercised options (233,462) (296,764)
Weighted average number of common shares (basic) 81,960,589 82,792,177

Diluted income per share


The calculation of diluted income per share is based on a weighted average number of common
shares outstanding after adjustment for the effects of all potential dilutive common shares calculated
as follows:

Pason Annual Report 2022 79


36 Pason Systems Inc. 2022 Consolidated Financial Statements
Years Ended December 31, 2022 2021
(#) (#)
Weighted average number of common shares (basic) 81,960,589 82,792,177
Effect of share options 656,497 121,734
Weighted average number of common shares (diluted) 82,617,086 82,913,911

For the year ended December 31, 2022, 1,361,549 (2021 - 2,732,805) options are excluded from
the above calculation as their effect would have been anti-dilutive. 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 during the period.

20. Financial Instruments


The carrying values of the financial assets and liabilities approximate their fair value due to the
short-term nature of these items. The Company's financial instruments include cash and cash
equivalents, short-term investments, trade and other receivables, trade payables and accruals, and
stock-based compensation liability.
Financial instruments measured at fair value are classified into one of three levels in the fair value
hierarchy according to the relative reliability of the inputs used to estimate the fair values.
The three levels of the fair value hierarchy are as follows:
• Level 1 - Quoted prices in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly
or indirectly.
• Level 3 - Inputs that are not based on observable market data.

Financial Assets and Liabilities at Fair Value

As at December 31, 2022 Level 1 Level 2 Level 3 Total


($) ($) ($) ($)
Cash and cash equivalents 132,057 — — 132,057
Short-term investments 40,377 — — 40,377

21. Credit Facility


The Company has an undrawn $5,000 demand revolving credit facility. Interest is payable monthly
on amounts drawn and is based on either the lender’s prime rate, US base rate loans, Bankers’
Acceptance rates, plus applicable margins.
The credit facility is used by the Company for working capital purposes, and accordingly, amounts
drawn against it are recorded as bank indebtedness offset by any excess cash balances. The
Company can repay, without penalty, advances under the facility. The facility is secured by a general
security agreement on all of the assets of the Company, Pason Systems Corp. and Pason Systems
USA Corp.
Throughout the year and as at December 31, 2022, no amounts were drawn on this facility.
The Company is subject to the following financial covenants:
• To maintain, on a consolidated basis, to be measured as at the end of each fiscal quarter, a
ratio of debt to income before interest, taxes, depreciation and amortization, and impairment
losses (EBITDA), calculated on a rolling four quarters basis for the fiscal quarter then ended
and the immediately preceding three fiscal quarters of not greater than 1.50:1.
• To maintain an EBITDA for Pason Systems Corp. plus Pason Systems USA of not less than
80% of consolidated EBITDA.

80 Pason Annual Report 2022


37 Pason Systems Inc. 2022 Consolidated Financial Statements
Both covenants have been met throughout the reporting periods.

22. Financial Risk Management and Financial Instruments Overview


The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market and foreign exchange risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s
objectives, policies and processes for measuring and managing risk, and the Group’s approach to
managing capital.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s
risk management framework. The Group’s risk management policies are established to identify and
analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks
and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities.
Credit risk
(a) Trade and other receivables
Credit risk refers to the possibility that a customer will fail to meet its contractual obligations.
Credit risk arises from the Company’s accounts receivable balances, which are
predominantly with customers who explore for and develop oil and natural gas reserves. The
Company has a process in place which assesses the creditworthiness of its customers as
well as monitoring the age and balances outstanding on an ongoing basis. Payment terms
with customers are 30 days from invoice date; however, industry practice can extend these
terms.
The Group does not require collateral in respect of trade and other receivables.
The Group establishes an allowance for doubtful accounts that represents its estimate of
expected losses in respect of trade receivables. The main components of this allowance are
a specific loss component that relates to individually significant exposures, and a collective
loss component established for groups of similar assets in respect of losses that have been
incurred but not yet identified. The collective doubtful accounts allowance is determined
based on historical data of payment statistics for similar financial assets.
(b) Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The
maximum exposure to credit risk at the reporting date was:
As at December 31, 2022 2021
($) ($)
Trade and other receivables, net of allowance for doubtful accounts 84,819 49,453

Pason Annual Report 2022 81


38 Pason Systems Inc. 2022 Consolidated Financial Statements
The maximum exposure to credit risk for trade and other receivables at the reporting date by
geographic region was:

As at December 31, 2022 2021


($) ($)
North America 65,050 34,061
International 18,966 14,083
Solar and Energy Storage 803 1,309
84,819 49,453

During the year ended December 31, 2022 and 2021, the Company did not have any
customers that comprised greater than 10% of total revenue.
(c) Allowance for doubtful accounts
The aging of trade and other receivables at the reporting date was:
As at December 31, 2022 2021
Gross Allowance Gross Allowance
($) ($) ($) ($)
Current 66,795 — 36,558 —
31–60 days 11,822 — 9,169 —
61–90 days 3,686 — 2,165 —
Greater than 90 days 4,177 (1,661) 3,111 (1,550)
86,480 (1,661) 51,003 (1,550)

The movement in the allowance for doubtful accounts in respect of trade and other
receivables during the year was as follows:

As at December 31, 2022 2021


($) ($)
Opening balance 1,550 1,913
Additional expected credit losses 273 444
Accounts collected, previously allowed for (148) 87
Write-off of uncollectible accounts — (881)
Effects of exchange rate changes (14) (13)
Ending balance 1,661 1,550

Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s
approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its
liabilities when due. This is achieved through strong cash and working capital management.
Cash flow forecasting is performed in the operating entities of the Company and aggregated in head
office, which monitors rolling forecasts of the Company’s liquidity requirements to ensure it has
sufficient cash to meet operational needs at all times. Such forecasting takes into consideration the
Company’s capital allocation plans and compliance with internal balance sheet ratio targets.
The following are the contractual maturities of financial liabilities, including estimated interest
payments and excluding the impact of netting agreements:

82 Pason Annual Report 2022


39 Pason Systems Inc. 2022 Consolidated Financial Statements
As at December 31,

Carrying Contractual 6 months 6–12 More than


amount cash flows or less months 1–2 years 3–5 years 5 years
($) ($) ($) ($) ($) ($) ($)
Non-derivative liabilities:
Trade payables and accruals 53,699 53,699 53,699 — — — —
Cash settled stock-based
compensation 13,897 13,897 — 6,028 2,178 5,691 —
Obligations under put option 6,474 6,474 6,474 — — — —
74,070 74,070 60,173 6,028 2,178 5,691 —

For cash settled stock-based compensation liabilities, the timing and amounts could differ
significantly as a result of changes in the Company’s share price and other performance metrics for
the PSU plan as determined by the Board of Directors.
Market and foreign exchange risk
The Company did not enter into any hedging arrangements during the years ended December 31,
2022 and 2021.
(a) Foreign currency risk
Foreign currency risk is the risk that the value of future cash flows will fluctuate as a result of
changes in foreign currency exchange rates. The Company is exposed to foreign currency
risk as it relates to working capital balances denominated in foreign currencies and on the
translation of its foreign operations into the Canadian dollar reporting currency. The Company
also has intercompany loans that are considered part of the net investment in foreign
subsidiaries and foreign exchange gains and losses are recorded within the foreign currency
translation reserve.
A strengthening of the Canadian dollar against the US dollar by 1% at December 31, 2022,
would have decreased net income and equity for the year by $284 and $7,026, respectively. A
weakening of the Canadian dollar at December 31, 2022 would have had the equal but
opposite effect.
(b) Interest rate risk
The Company is exposed to changes in interest rates with respect to its credit facility.
Management believes this risk to be minor given the small amounts historically drawn on the
facility.
(c) Fair values versus carrying amounts
The carrying values of financial assets and liabilities approximate their fair value due to the
short-term nature of these items.
Financial instruments measured at fair value are classified into one of three levels in the fair
value hierarchy according to the relative reliability of the inputs used to estimate the fair
values.
The three levels of the fair value hierarchy are as follows:
• Level 1 - Quoted prices in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices that are observable for the asset or liability
either directly or indirectly.
• Level 3 - Inputs that are not based on observable market data.

Pason Annual Report 2022 83


40 Pason Systems Inc. 2022 Consolidated Financial Statements
Financial Assets at Fair Value
Level 1 Level 2 Level 3 December 31, 2022
($) ($) ($) ($)
Cash and cash equivalents 132,057 — — 132,057
Short-term investments 40,377 — — 40,377
Total financial assets at fair value 172,434 — — 172,434

(d) Capital risk

The Company's strategy is to carry a flexible capital base to maintain investor, market, and
creditor confidence and to sustain future business development opportunities. The Company
manages its capital structure based on ongoing changes in economic conditions and related
risk characteristics of its underlying assets.
The Company considers its capital structure to include equity and working capital. To
maintain or adjust the capital structure, the Company may, from time to time, issue or
repurchase shares, adjust its dividend, or adjust its capital spending to manage its cash.
The Company's share capital is not subject to external restrictions; however, the Company’s
committed revolving credit facility includes financial covenants, with which the Company is
compliant.
There were no changes in the Company’s approach to capital management during the year.
The Company continues to maintain a conservative balance sheet with no interest bearing
debt.
(e) Industry and seasonality risk
The most significant area of uncertainty for the Company is that the demand for the majority
of its services is directly related to the strength of its customers’ capital expenditure programs.
The level of capital programs is strongly affected by the level and stability of commodity
prices, which can be extremely difficult to predict and beyond the control of the Company and
its customers. During periods of uncertainty, oil and gas companies tend to bias their capital
decisions on conservative outlooks for commodity prices.
In addition to the cyclical nature of its business, the Company is also subject to risks and
uncertainties associated with weather and seasonality. The Company continues to react to
unfavourable weather conditions and spring breakup, which limit well access in Canada,
through diversification into geographic regions such as the United States and internationally,
where these factors are less likely to influence activity.
(f) Commodity risk
Prices for crude oil and natural gas fluctuate in response to a number of factors beyond the
Company's control. The factors that affect prices include, but are not limited to, the following:
the actions of the Organization of Petroleum Exporting Countries, world economic conditions,
government regulation, political stability in the Middle East and elsewhere, global supply and
demand for crude oil and natural gas, the price of foreign imports, the availability of alternate
fuel sources, and weather conditions. Any of these can reduce the cash flows of exploration
and production companies, reduce the amount of drilling activity, and correspondingly reduce
the demand for the Company's products and services.

84 Pason Annual Report 2022


41 Pason Systems Inc. 2022 Consolidated Financial Statements
23. Operating Commitments
Non-cancellable operating lease rentals and committed services are payable as follows:
As at December 31, 2022 2021
($) ($)
Less than one year 9,378 11,906
Between one and three years 3,490 5,716
More than three years 1,616 1,863
Operating Commitments 14,484 19,485

Contractual obligations relate to minimum future payments required primarily for leases of certain
facilities, along with commitments associated with ongoing repair costs of the company's equipment
and technology. A portion of these future obligations have been recognized on the balance sheet as
a leased asset and a corresponding liability, in accordance with IFRS 16, Leases.

24. Capital Commitments


At December 31, 2022, the Group has entered into contracts to purchase property, plant, and
equipment for $19,887 (2021: $5,189), the majority of which relates to the purchase of rental assets
in the normal course of business.

25. Related Party Transactions and Key Management Compensation


Transactions with key management personnel and directors
In addition to salaries and director fees, as applicable, the Group also provides compensation to
executive officers and directors under the Group’s long-term incentive plans (Note 14).
Executive management personnel and director compensation is comprised of:
Years Ended December 31, 2022 2021
($) ($)
Compensation 3,922 3,477
Share-based payments 6,132 3,886
10,054 7,363

The majority of these costs are included either in corporate services or stock-based compensation
expense in the Consolidated Statements of Operations.
Key management and directors of the Company control less than 1% of the voting shares of the
Company. No balances are owing from any employees or directors as at December 31, 2022 or
2021.

26. Contingencies
The Company is involved in various claims and litigation arising in the normal course of business.
While the outcome of these matters is uncertain and there can be no assurance that such matters
will be resolved in Pason’s favour, the Company does not currently believe that the outcome of any
pending or threatened proceedings related to these or other matters, or the amounts which the
Company may be required to pay by reason thereof, would individually or in the aggregate have a
material adverse impact on its financial position, results of operations or liquidity.

27. Events After the Reporting Period


On March 2, 2023, the Company declared a quarterly dividend of $0.12 per share on the Company’s
common shares. The dividend will be paid on March 31, 2023 to shareholders of record at the close
of business on March 15, 2023.

Pason Annual Report 2022 85


42 Pason Systems Inc. 2022 Consolidated Financial Statements
28. Organizational Structure

86 Pason Annual Report 2022


43 Pason Systems Inc. 2022 Consolidated Financial Statements
Historical Review
Selected Financial Data
Years Ended December 31,

2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
(CDN 000s, except per share data) ($) ($) ($) ($) ($) ($) ($) ($) ($) ($)

Operating Results
Revenue 334,998 206,686 156,636 295,642 306,393 245,643 160,446 285,148 499,272 403,088
Expenses
Rental services 109,879 76,662 66,695 105,496 104,398 95,912 80,115 120,445 153,151 134,874
Local administration 12,554 11,006 11,121 13,106 14,496 11,147 9,720 16,470 18,753 18,641
Corporate services 15,192 13,175 11,275 15,653 15,905 15,141 16,758 20,040 22,243 17,373
Research and development 37,573 32,220 26,977 30,439 26,997 25,219 22,848 31,733 35,427 27,252
Stock-based compensation 15,230 11,523 4,840 10,840 12,313 11,762 6,195 7,398 19,471 32,511
Depreciation and amortization 20,842 25,689 34,417 40,830 34,588 45,681 55,384 81,381 69,201 62,171
Adjusted EBITDA(1)(2) 159,510 72,520 39,540 129,644 146,004 98,224 31,005 96,460 251,623 136,647
As a % of revenue 47.6 35.1 25.2 43.9 48.1 40.0 19.3 33.8 50.4 33.9
Funds flow from operations 134,885 67,728 40,560 111,718 128,544 87,121 26,815 94,263 224,204 134,930
Per share – basic 1.65 0.82 0.48 1.31 1.51 1.03 0.32 1.13 2.71 1.64
Net income (loss) attributable to
Pason 107,616 33,845 6,568 54,112 62,944 25,190 (41,792) (7,917) 114,637 25,458
Per share – basic 1.31 0.41 0.08 0.63 0.74 0.30 (0.49) (0.09) 1.39 0.31
Net capital expenditures 33,941 9,950 4,719 22,593 21,655 19,966 13,711 53,454 114,740 71,071
Financial Position
Total assets 469,928 379,941 361,416 437,841 461,716 398,446 435,251 529,625 570,066 445,876
Working capital 213,899 184,083 167,366 183,769 256,153 193,692 198,419 244,972 206,571 127,933
Total equity 380,962 307,781 305,283 346,454 386,077 347,486 386,651 489,448 483,523 366,469
Common Share Data
Common shares outstanding (#)
At December 31 81,527 82,194 83,089 84,538 85,783 85,158 84.628 84,063 83,363 82,158
Weighted average 81,961 82,792 83,956 85,409 85,357 84,821 84.365 83,675 82,647 82,098
Dividends ($) 0.36 0.20 0.48 0.74 0.70 0.68 0.68 0.68 0.64 0.53
(1) Non-GAAP financial measures are defined under Non-GAAP Financial Measures
(2) Prior to 2015, Adjusted EBITDA was defined as EBITDA.

Pason Annual Report 2022 87


29 Pason Systems Inc. 2022 Management's Discussion and Analysis
Corporate Information
Directors Officers & Key Personnel Corporate Head Office

Marcel Kessler(1) Jon Faber Pason Systems Inc.


President & CEO President 6130 Third Street SE
GrafTech International Ltd. & Chief Executive Officer Calgary, Alberta
Cochrane, Alberta T2H 1K4
Celine Boston T: 403-301-3400
T. Jay Collins(3)(4) Chief Financial Officer F: 403-301-3499
Director InvestorRelations@pason.com
Oceaneering International Inc. Kevin Boston www.pason.com
Houston, Texas Vice President, Commercial
Auditors
Jon Faber Natalie Fenez
President & CEO Vice President, Legal & Corporate Deloitte LLP
Pason Systems Inc. Secretary Calgary, Alberta
Calgary, Alberta
Heather Hantos Banker
Judi Hess(3)(5)(7) Vice President, Human Resources
Vice Chair & Chief Strategist Royal Bank of Canada
Copperleaf Technologies Inc. Bryce McLean Calgary, Alberta
Vancouver, British Columbia Vice President, Operations
Registrar and Transfer Agent
James B. Howe(2)(7)(8) Lars Olesen
President Vice President, Product & Technology
Bragg Creek Financial Computershare Trust Company
Consultants Ltd. Russell Smith of Canada
Calgary, Alberta Vice President, International Calgary, Alberta

Laura Schwinn(5)(6) Ryan Van Beurden Stock Trading


President Specialty Catalysts Vice President, Rig-site Research &
W. R. Grace & Co. Development Toronto Stock Exchange
Columbia, Maryland Trading Symbol: PSI.TO

Ken Mullen
Dealing Representative Eligible Dividend
Barometer Capital Management Inc. Designation
Calgary, Alberta Pursuant to the Canadian Income
Tax Act, dividends paid by the
(1) Chairman of the Board Company to Canadian residents
are considered to be “eligible”
(2) Audit Committee Chair dividends.
(3) Audit Committee Member
(4) HR and Compensation Committee Chair
(5) HR and Compensation Committee Member
(6) Corporate Governance and Nominations Committee Chair
(7) Corporate Governance and Nomination Committee Member
(8) Lead Director

88 Pason Annual Report 2022


30 Pason Systems Inc. 2022 Management's Discussion and Analysis
Pason Annual Report 2022 89
6130 Third Street SE • Calgary, Alberta • T2H 1K4 • Telephone 403-301-3400 • Fax 403-301-3499
90 Pason Annual Report 2022
www.pason.com

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