Earnings release
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TERRAVEST ANNOUNCES FIRST QUARTER RESULTS FOR FISCAL 2026 AND DIVIDEND DECLARATION TORONTO, ONTARIO (February 11th, 2026) - TerraVest Industries Inc., (TSX: TVK) (“TerraVest” or the “Company”) announces its results for the first quarter ended December 31, 2025 and the declaration of its quarterly dividend. FIRST QUARTER REVIEW AND OUTLOOK Business Performance Management believes that there are certain non-IFRS financial measures that can be used to assist shareholders in analyzing the performance of TerraVest. The table below highlights cert ain financial results and reconc iles net income to Adjusted earnings before interests, income taxes, depreciation and amortization (“Adjusted EBITDA ”) for the first quarter ended December 31, 2025 and the comparative period in fiscal 2025. First quarters ended Dec. 31, 2025 Dec. 31, 2024 $ $ Sales 408,350 234,585 Net Income 35,231 30,431 Add (subtract): Income tax expense 14,833 8,095 Financing costs 15,607 4,576 Depreciation and amortization 36,940 14,485 Change in fair value of derivative financial instruments (505) 2,404 Change in fair value of investment in equity instruments 10,397 41 Change in fair value of investment in a limited partnership 181 223 Change in fair value of contingent considerations (48,307) - (Gain) loss on foreign exchange 3,342 (10,794) (Gain) loss on disposal of other property, plant and equipment 317 (132) (Gain) loss on disposal of property, plant and equipment for rental (18) (429) Gain on bargain purchase (285) - Acquisition-related cost 53 - Adjusted EBITDA 67,786 48,900 Sales for the first quarter ended December 31, 2025 were $408,3 50 versus $234,585 for the prior comparable period. This represents an increase of 74%. The net change in sales is explained by organic growth in TerraVest base portfolio of $21,888 and the impact of the 2025 business combinations explains the remaining $151,877. TerraVest acquired all the issued and outstanding shares of Tankcon FRP Inc. (“Tankcon”) in May 2025 , of Simplex, Inc. (“Simplex” ) and L.B.T., Inc. (“LBT”) in April 2025 and of EnTrans Holding, Inc. (“Entrans”) in March 2025. In addition, TerraVest acquired all the Canadian assets of New Wave Energy Services Ltd. (“Wave”) in September 2025 and of Aureus Energy Services Inc. (“Aureus”) in January 2025. The organic growth represents an increase of 9% for TerraVe st’s base portfolio (excluding Tankcon, Simplex, LBT and Entrans). Wave and Aureus results can’t be excluded from TerraVest results as Wave and Aureus activities have been fully integrated into one of TerraVest’s existing subsidiaries whose operations are similar in nature. The increase in sales for TerraVest base portfolio businesses versus the prior comparable period is a result of higher demand in the Service and the Processing Equipment segments. The Compressed Gas Equipment segment sales are also higher due to an increase in demand for service trucks, domestic tanks and storage tanks.
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Net income for the first quarter ended December 31, 2025 wa s $35,231 versus $30,431 for the prior comparable period. This represents an increase of 16%. For the first quarter ended December 31, 2025, the increased revenues from TerraVest base portfolio businesses are partially offset by an unfavorable product mix. These increases along with a favorable change in fair value of contingent considerations due to the Entrans acquisition were offset by additional depreciation and amortization expenses and financing costs as a result of business acquisitions, an unfavorable change in fair value of investment in equity instruments and a loss on foreig n exchange. Other variances are also highlighted in the table above. Adjusted EBITDA for the first quarter ended December 31, 2025 was $67,786 versus $48,900 for the prior comparable period. This represents an increase of 39%, which is the result of the reasons explained above. The table below reconciles cash flow from operating activities to Cash Available for Distribution for the first quarter ended December 31, 2025 and the comparative period in fiscal 2025. First quarters ended Dec. 31, 2025 Dec. 31, 2024 $ $ Cash Flow from Operating Activities 96,548 36,603 Add (subtract): Change in non-cash operating working capital items (50,859) (3,806) Maintenance capital expenditures (8,743) (5,702) Repayment of lease liabilities (3,759) (2,397) Cash Available for Distribution 33,187 24,698 Dividends Paid 3,795 2,925 Dividend Payout Ratio 11% 12% Cash flow from operating activities for the first quarter ended December 31, 2025 was $96,548 versus $36,603 for the prior comparable period. This represents an increase of 164%. The increase is attributable to additional net income and a favorable change in non-cash working capital items compared to the prior period, mainly explained by a decrease in accounts receivable and an increase in customer deposits, partially offset by a decrease in accounts payable. Maintenance Capital Expenditures were $8,743 for the first qu arter ended December 31, 2025 versus $5,702 for the prior comparable period representing an increase of 53%, which is primarily explained by the timing of such expenditures as well as TerraVest’s portfolio growth following the 2025 bu siness combinations. During the first quarter ended December 31, 2025, TerraVest’s total purchase of property , plant and equipment (“PP&E”) paid was $21,997 of which $13,254 is considered growth capital. The growth capital incurred during the first quarter was mainly used to invest in new manufacturing product lines and increase the asset base in one of its service businesses. Cash Available for Distribution for the first quarter ended December 31, 2025 increased by 34% versus the prior comparable period. The increase is a result of reasons explained above and elsewhere in this press release. Outlook In general, TerraVest’s portfolio of businesses is performing well. Recent acquisitions have made a meaningful contribution, and we expect this to continue throughout this fiscal year. Opportunities to enhance performance through synergies between recent acquisitions and the base portfolio of businesses continue to exist and are a focus for management. Recent tariff announcements have created an environment of uncertainty in North America’s manufacturing sector. TerraVest does benefit from a diverse manufacturing footprint in North America that allows it to mitigate against direct tariff related impacts. However, this uncertainty has resulted in softer demand for certain of TerraVest’s businesses, particularly those that manufacture tank trailers. On a positive note, se veral of TerraVest’s portfolio companies are seeing strong demand for products related to the data center build-out in North America. The Company continues to make targeted investments to improve its manufacturing efficiency and expand its product lines, particularly in end-markets where it has a meaningful pres ence. With the new credit fac ility obtained in March 2025, TerraVest is very well-positioned to pursue its acquisition strategy.
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Business Combinations Subsequently to the end of the quarter, in January 2026, a subsidiary of TerraVest entered into a share purchase agreement to purchase all the issued and outstandin g shares of KBK Industries, LLC (“KBK” ). KBK is a U.S.-based manufacturer of aboveground and underground fiberglass tanks and steel storage tanks for the convenience store (“c-store”), agricultural, chemical, infrastructure and energy markets. The total con sideration for the transaction was US$90,000 paid using the revolving operating credit facility. CONSOLIDATED RESULTS OF OPERATIONS The following section provides the financial results of TerraVest’s operations for the first quarter ended December 31, 2025 and the comparative period in fiscal 2025. First quarters ended Dec. 31, 2025 Dec. 31, 2024 $ $ Sales 408,350 234,585 Cost of sales 305,665 163,960 Gross profit 102,685 70,625 Administration expenses 59,704 27,203 Selling expenses 12,188 9,019 Financing costs 15,607 4,576 Other (gains) losses (34,878) (8,699) 52,621 32,099 Earnings before income taxes 50,064 38,526 Income tax expense 14,833 8,095 Net Income 35,231 30,431 Allocated to non-controlling interests 2,021 1,696 Net income attributable to common shareholders 33,210 28,735 Weighted average shares outstanding – Basic 21,685,695 19,501,433 Weighted average shares outstanding – Diluted 22,178,026 20,257,534 Net income per share – Basic $1.53 $1.47 Net income per share – Diluted $1.50 $1.42 Sales for the first quarter ended December 31, 2025 increased by 74% versus the prior comparable period. The reasons have been explained previously in this press release. Gross profit for the first quarter ended December 31, 2025 increased by 45% versus the prior comparable period. This is primarily explained by the contribution of Tankcon, Simplex, LBT and Entrans. Administration expenses for the first quarter ended December 31, 2025 increased by 119% versus the prior comparable period. The increase in administration expenses is mainly due to a higher value of amortization of intangible assets resulting from the acquisition of Tankcon, Entrans, LBT and Simplex. Selling expenses for the first quarter ende d December 31, 2025 increased by 35% versus the prio r comparable period. The increase in selling expenses is explained by the addition of Tankcon, Entrans, LBT and Simp lex. The selling expenses as a percentage of sales have decreased from 3.8% to 3.0% for the same comparable period. Financing costs for the first quarter ended December 31, 2025 increased by 241% versus the prior comparable period. The increase is primarily explained by addition al interest expense on long-term debt an d on lease liabilities as a result of the acquisition of Entrans, LBT, Simplex and Tankcon.
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Other (gains) losses variance for the first quarter ended Dece mber 31, 2025 reflect a favorable change in fair value of contingent considerations from the Entrans acquisition partially offset by a loss on foreign exchange and an unfavorable change in fair value of investment in equity instruments. Income tax expense variance for the first quarter ended December 31, 2025 is the result of the variation in taxable earnings and the timing of income tax expense adjustments. As a result of the above, net income attributable to commo n shareholders for the first quarter ended December 31, 2025 increased by 16% versus the prior comparable period. DIVIDENDS TerraVest is pleased to announce that The Board of Directors has declared a quarterly dividend of $0.20 per common share payable on April 10, 2026 to shareholders of record as at the close of business on March 31, 2026. Additional information can be found in TerraVest’s annual consolidated financial statements and MD&A which are available on SEDAR+ at www.sedarplus.ca. FOR FURTHER INFORMATION PLEASE CONTACT: Dustin Haw TerraVest Industries Inc. Chief Executive Officer ir@terravestindustries.com NON‐IFRS FINANCIAL MEASURES The Company uses measures (and ratios) that are not in accordance with IFRS to provide investors with supplemental metrics to assess and measure its operating performance and financial position from on e period to the next. These metrics are presented as a compleme nt to enhance the understanding of TerraVest’s operating results but not in substitution of IFRS results. Adjusted EBITDA, Cash Available for Distribution, Dividend Payo ut Ratio, Maintenance Capital Expenditures and Working Capital a re not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS. TerraVest’s definitions may differ from those of other issuers and therefore may not be comparable to similarly titled measures used by other issuers. Adjusted EBITDA: is defined as net income adjusted for income tax expense, financing costs, depreciation, amortization, change in fair value of derivative financial instruments, change in fair value of investment in equity instruments and investment in a limited partnership, change in fair value of contingent considerations , gains or losses on foreign exchange, gains or losses on di sposal of other property, plant and equipment and property, plant and equipment for rental, gains or losse s on disposal of intangible assets, gains or losses on le ase modification, gains or losses on remeasurement of equity interest , gain on bargain purchase, gains or losses on sale of busines s, non-recurring acquisition-related costs, im pairment charges and other no n-recurring and/or non-operat ions related items that do not reflect the current ongoing operations of TerraVest. Management be lieves this is a useful metric in evaluating the ongoing oper ating performance of TerraVest. Readers are cautioned that Adjusted EBITDA should not be construed as an alternative to net income determined in accordance with IFRS as an indicator of TerraVest’s performance. Cash Available for Distribution: is defined as cash flow from operating activities adjusted for changes in non-cash operating working capital, maintenance capital expenditures and repayment of lease liabilities. Management believes that cash available for distribution, as a liquidity measure, is a useful metric that provides an indication of the cash available from ongoing operations that can be distributed to shareholders as a dividend. Readers are cautioned that Ca sh Available for Distribution should not be construed as an alternative to cash flo w from operating activities determined in accordance with IFRS as an indicator of TerraVest’s liquidity and cash flows. Dividend Payout Ratio: is defined as dividends paid in cash during the period divided by Cash Available for Distribution for th e period. Management believes that Dividend Payout Ratio is a useful metric as it provides an indication of TerraVest’s ability to sustain its current dividend policy. There is no directly comparable IFRS measure for Dividend Payout Ratio. Maintenance Capital Expenditures: is defined as capital expenditures made to sustain the operations of TerraVest’s operating businesses and to maintain the productive capacity of the businesses over an economic cycle, whether or not they yield significant cost or production efficiencies. Management believes that Maintenance Capital Expenditures should be funded by cash flow from existing operating activities and, therefore, deducted in determining Cash Available for Distri bution. There is no directly comparable IFRS measure for Maint enance Capital Expenditures. Working Capital: is calculated by subtracting current liabilities from current assets. Management uses Working Capital as a mea sure for assessing overall liquidity. There is no directly comparable IFRS measure for Working Capital. Caution Regarding Forward‐Looking Statements This news release contains forward-looking statements. All statem ents other than statements of historical fact contained in thi s news release are forward-looking statements, including, without limi tation, statements regarding our strategic direction and evaluat ion of the
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business segments and TerraVest as a whole, and other plans and objectives of or involving TerraVest. Readers can identify many of these statements by looking for words such as “expects” and “will” or similar terms or variations of these words. Although management believes that the expectations represented in such forward-looking statem ents are reasonable, there can be no assurance that such expect ations will prove to be correct. By their nature, forward-looking statements require us to make assumptions and, accordingly, forward looking statements are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate. We caution readers of this news release not to place undue reliance on our forward-looking statements because a number of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or in tentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements. Assumptions and analysis about the perform ance of TerraVest as a whole and its business segments, the markets in which the busi ness segments compete and the prospects and values of the business segments are considered in setting the business plan for TerraVest, plans and/or ability to pay dividends, outlook for operations, financial position, results and cash flows, other plans and objectives and in making related forward-looking statements. Such assumptions include, wi thout limitation, demand for products and services of the busin ess segments in respect of the Canadian and other markets in which th e businesses are active will be stable, and that input costs t o business segments do not vary significantly from levels experienced historically. Should any of these factors or assumptions vary, actual results may differ materially from the forward-looking statements.