Hello and welcome everyone to the OCI Global second half 2025 results and conference call. My name is Becky and I will be your operator today. All lines will be muted throughout the presentation portion of the call with a chance for Q&A at the end. If you wish to ask a question in this time, please press star followed by one on your telephone keypads or send a text question via the Q&A chat box on the webcast. I will now hand over to your host, Beshoy Guirguis, Chief Financial Officer, to begin. Please go ahead.
Good afternoon and good morning to our audience in the Americas. Thank you for attending the OCI Global second half 2025 conference call. With me today is Hassan Badrawi, our Chief Executive Officer. On this call, we will provide an overview of OCI's second half and full year 2025 unaudited results, as well as an update on our business and relevant strategic developments. We will be taking some questions at the end of the call. The press release and investor presentation are available on our corporate website. The audited financial statements will be presented in the annual report, which will be published on the website in early April. We will be referring to slides in the investor presentation during the call.
I would like to remind you that any forward-looking statements made on this call involve risks, and the actual results could differ materially from those statements. Let me hand it over to Hassan.
Thank you, Beshoy. Thank you all for joining us today. Before we begin, I'd like to make a few prefacing remarks. Firstly, against the backdrop of the recent geopolitical instability, our absolute priority remains the safety of our teams globally. Secondly, in regard to OCI's proposed transaction with Orascom Construction, please be informed that the board has taken due note of the Enterprise Chamber ruling and together with the court-appointed directors, is currently assessing the impact on the company and the proposed transaction. It is too early to prejudge the outcome of the board's assessment, and we will continue to communicate to stakeholders as and when appropriate in full alignment with the board of directors. Let me now turn to our financial results. We begin with our usual comments on safety.
This is covered on slide three, where you can see that our 12-month rolling recordable incident rate ended in December at 0.27 per 200,000 man-hours, and OCI continues to prioritize the safety and well-being of its employees and wider team. With that, our CFO, Beshoy Guirguis, will walk you through some of the key financial highlights for the relevant period, and then I will continue my remarks afterwards. Beshoy?
Thank you, Hassan. Turning to slide five and the financial summary. Our results here are presented on a continuing operations basis and comprise our European Nitrogen segment and our corporate entities. Following the announcement of the sale of OCI Ammonia Holding or OAH for short in November 2025, the assets have been marked as held for sale on the balance sheet. However, OAH does not meet the IFRS criteria for discontinued operations, and so its results are included in the income statement and cash flow statement within continuing operations. On a full-year basis, OCI generated revenue from continuing operations of $1.1 billion and an Adjusted EBITDA of $46 million, of which European Nitrogen represents an Adjusted EBITDA of $87 million, offset by costs incurred within corporate entities of $41 million.
Continuing operations reported a net loss attributable to shareholders of $344 million for the full year. Our net loss in 2025 was primarily driven by weak operational performance at our European Nitrogen plant, elevated gas costs in the first half of the year, and $82 million of exceptional strategic review and corporate one-off costs, resulting in negative reported EBITDA of $9 million. Below EBITDA, the net loss was further impacted by $167 million of non-cash foreign exchange losses following the depreciation of the U.S. dollar. This primarily reflects an accounting translation effect on U.S. Dollar-denominated balances held by OCI, whose functional currency is the euro, rather than an underlying operating cash outflow.
OCI expects to continue maintaining both euro and U.S. dollar liquidity as part of its treasury and capital allocation framework, particularly given that certain remaining and future cash flows may arise in different currencies, including the terminal sale proceeds, which are expected to be received in euros. The net loss was also impacted by a $73 million debt modification charge recorded in the first half of the year related to the early repayment of the 2033 bonds at a premium which we had previously disclosed. With regards to the performance of our European Nitrogen segment, which comprises both the OCI Nitrogen business and the OCI Ammonia Holding business, which includes our terminal and distribution platform.
The full 2025 year Adjusted EBITDA of $87 million compared to an Adjusted EBITDA of $55 million in 2024. The full-year performance reflects higher prices offset by lower ammonia production as a result of both a heavy turnaround year and unplanned downtime. Looking ahead, recent geopolitical developments in the Middle East have driven a sharp increase in European natural gas prices and heightened market volatility, resulting in materially higher production costs for European Nitrogen producers. Fertilizer prices, including nitrates, have also increased in reaction, while AdBlue pricing is influenced by urea markets. Notwithstanding these price increases, there is typically a lag between changes in feedstock costs and realized selling prices, with crop prices and farmer affordability remaining key determinants of demand and margin recovery.
Given the rapidly evolving situation, we still have limited visibility on the duration of elevated gas prices and higher fertilizer pricing. As such, it is too early to assess the extent of cost pass-through as to whether higher selling prices will be sufficient to offset increased feedstock costs. Finally, full-year 2025 adjusted corporate costs of $41 million are lower than the $87 million in 2024 on account of optimization of the corporate cost base following OCI's divestments. Since peak employment at the end of 2023, following the divestment of OAH and the transfer of BNA employees to Woodside, the total workforce will have been reduced by 85%. We note that any future optimization levels, including any restructuring costs, will naturally be connected to strategic direction.
We will provide further guidance in the future with a focus on maintaining the necessary skill sets and knowledge base for the company to effectively manage the continuing business, ongoing projects and key liabilities, and to have sufficient capability to execute any strategic agenda. Turning to slide six and the net cash bridge for continuing operations over the period. This slide shows the evolution of our net cash position from just over $1 billion on the thirtieth of June to a net debt position of $44 million at the end of December last year, excluding OAH. Gross debt includes our inventory financing position of $62 million attributable to OCI Nitrogen. The half-year cash movement was primarily driven by the payment of an extraordinary $700 million distribution to our shareholders in September 2025 and ongoing cash spend to complete the Beaumont New Ammonia project.
Total spend for this project amounted to $1.58 billion as of the end of December, following a $293 million outlay in the second half of 2025. Cash contribution from European Nitrogen was $3 million during the period on account of elevated maintenance CapEx in the second half of the year, reflecting turnarounds at our ammonia and melamine plants, as well as unplanned outages and the carry forward of delayed maintenance cash expense from the second quarter. Other movements in the period reflect operating cash flow related to corporate entities, as well as the settlement of gas hedges and certain one-off costs related to the strategic review and restructuring activities.
Finally, excluding the balance sheet of OAH following the announcement of its sale in November 2025, net debt comprising of cash and OCI Nitrogen inventory financing stood at $44 million at the end of the year. Moving to slide seven. This slide combines the cash flow bridge we presented at our H1 results with the second half of the year to show the cash flow evolution through the year. The cash generation for European Nitrogen shown on this and the previous slide includes cash generated at OAH. While it is difficult to bifurcate OAH from the plant itself, since OAH was only carved out in August 2025, as a rough guide, we estimate that on a standalone basis, that OCI Nitrogen site generated an EBITDA of $67 million and marginally positive free cash flow before any currency-related adjustments.
However, on a normalized basis, adjusting for working capital fluctuations in Q4, full-year free cash flow was negative. We expect a subsequent working capital reversal in our Q1 2026 results. I'll now hand over to Hassan.
Thank you, Beshoy. Turning to slide nine and recapping our progress so far in the strategic review. We note the following. In June 2025, OCI successfully completed the sale of the OCI Methanol business to Methanex in a transaction valued at $1.6 billion on a cash-free, debt-free basis, comprising of $1.3 billion in cash and the issuance of 9.9 million common shares of Methanex. On the March 13th, 2026, OCI sold 3.3 million Methanex shares in an accelerated block sale, generating total proceeds of approximately $173 million, net of fees and expenses. Proceeds will primarily be used to pay down any outstanding debt obligations. We do not currently intend to take any further action in respect of the remaining Methanex shareholding during the first half of 2026.
On the November 24th, we announced the sale of the OCI Ammonia Holding, or the terminal, to AGROFERT for a total consideration of EUR 290 million, which is subject to closing adjustments. We continue to expect the transaction to close during the first half of 2026. As Beshoy mentioned, during 2025, OCI Nitrogen experienced a heavy turnaround year with prolonged schedules, which were further impacted by unplanned outages. While we monitor the impact of current geopolitical disruptions, which have resulted in elevated energy prices and specifically volatility in TTF, we continue to be confident in the long-term prospects of this asset and its relevance to the European value chain. As part of the strategic review, OCI is considering the strategic divestment of this business going forward.
On the December 26th, 2025, Beaumont New Ammonia reached first ammonia, a key commissioning milestone. Today, the facility is close to achieving project completion, at which time it will shortly thereafter be formally handed over to Woodside, including transfer of the operations team. Following the completion, OCI will remain responsible for closing out outstanding construction obligations. The company expects that the total cost to completion is approximately $1.8 billion, inclusive of all remaining close out costs. The increase in expected cost to completion reflects further delays to the timeline, associated acceleration costs to minimize further delays and claims, as well as estimated provisions for higher than expected claims related to the close out process. At the December 31st 2025, total cash spend was $1.58 billion, including historical CapEx and certain pre-operating expenses.
At project handover, OCI will receive the $470 million of deferred consideration, which represent the 20% of the deal value. This will be offset by the remaining cost to completion, which are estimated to be around $228 million as of December 31st, resulting in an estimated net cash inflow of approximately $242 million. Turning to slide 10. Here we provide a summary of OCI's capital allocations to date since listing in 2013 in the Euronext Amsterdam. During 2025, OCI returned $1 billion to shareholders in May, followed by a further approximately $700 million in September in extraordinary distributions through a combination of capital repayments and cash dividends.
Cumulatively, shareholders have now received approximately $7 billion in cash distribution since 2022, of which, as we mentioned before, around $5 billion have been funded by the proceeds from the strategic review together with operating cash flows. Note that following the September distribution, OCI no longer has sufficient fiscal reserves for capital repayments, which historically provided relief from Dutch withholding tax. On pages 11 and 12, we provide an end of year snapshot of the principal assets and receivables in addition to residual obligations and contingent liabilities. The purpose is to show both the sources of value that remain within the Group and the liabilities and cash outflows that continue to sit alongside them.
Key assets include the Beaumont New Ammonia receivable, which was just discussed, our continuing interest in OCI Nitrogen, the production facility, our residual equity stake in Methanex, the net expected proceeds from the terminal sale, and the $362 million Fertiglobe escrow receivable, which is offset by a matching provision, which we will comment on a bit later. On the liabilities, we highlight our continuing SG&A and corporate cost base, which is subject to future contingent evaluation. In addition, we continue to expect various transaction run-off costs and various restructuring and separation expenses in addition. In our press release and accompanying presentation published today, we have provided estimates of OCI's residual contractual obligations related in relation to these divested businesses, including the Fertiglobe indemnity.
As part of the Fertiglobe divestiture in 2024, $362 million of contingent consideration was held in escrow upon closing. Receipt of any part of this cash held in escrow is dependent on the expiration or settlement of certain indemnifications agreed as part of the transaction. Matching this consideration, the company has recorded a provision of a similar amount of $362 million, which reflects management's current estimate of the range of potential outcomes, the associated probabilities and the resulting expected value of these indemnities. We add that management estimates that the minimum possible liability resulting from these indemnities is approximately $100 million, and that maximum potential liability is approximately $680 million. In highly exceptional circumstances, this figure can be exceeded.
However, we continue to consider the provision of $362 million as the best estimate of the present exposure, which has been consistent since the deal closure. This assessment is periodically reviewed by management, the board, and the auditors. Suffice to say, the underlying nature of these indemnities and the circumstances are bound by certain confidentiality and non-disclosure provisions under the relevant contractual agreements. Moreover, we note several other residual M&A indemnities and warranties in relation to all the divested businesses, including the Fertiglobe business, the BNA project, the terminal sale, and the OCI Methanol and IFCO divestments. Across the agreements associated with these transactions, the remaining obligations comprise a combination of tax-related warranties, operational and project-related indemnities structured through both capped exposures with finite survival periods and certain customary uncapped matters.
In aggregate, tax warranties represent the longest date category and extends into the early-to-mid-2030s, while non-tax operational and project-related indemnities either expire earlier or are limited to defined subject matter. Notwithstanding that some are uncapped in value and/or duration. The scope caps, survival periods, and limitations across these agreements reflect market standard outcomes achieved through competitive auction processes and bilateral negotiations, including customary exclusions, thresholds, and mitigation rights. These protections will be further included in the 2025 annual report, which we expect to publish in early April, as mentioned by Beshoy. However, we have duly integrated what we found to be key information featured in the financial statements into the press release and the accompanying results presentation published earlier today for our readers' convenience.
Notwithstanding a contractual framework of such obligations, our financial statements will continue to capture management's best estimates associated with these obligations through the relevant provisions and liability line items. Any developments on these matters obviously will continue to be duly disclosed. With that, we conclude our prepared remarks and would like to open the line for questions.
Thank you. If you wish to ask a question, please press star followed by one on your telephone keypad now. If you feel your question has been answered or for any reason you would like to remove yourself from the queue, please press star followed by two. When preparing to ask your question, please ensure your device is unmuted locally. You may also submit a written question via the Q&A chat box on the webcast. Our first question comes from Stijn Demeester from ING. Your line is now open. Please go ahead.
Yes. Good afternoon. Thanks for taking the question. Three, if I may. The first one is on OCI Nitrogen. Can you confirm whether the operational setup of this asset with import capacity of ammonia and urea in Rotterdam and downstream capabilities in Geleen is still intact, despite recent divestitures? The reason I'm asking is that because the setup has been quite beneficial for OCI in past periods of elevated gas prices, whereby your press release seems to suggest that, it's opposite this time since you flag the impairment risk. Second question is on the $290 million book value of OCI Nitrogen. In light of the EBITDAs achieved recently and the share price of your nearest competitor at an all-time high, this also seems to suggest quite punitive valuation multiples, so a bit color here would be appreciated.
The last one is on the escrow. I appreciate the additional disclosure since this amount now represents about 40% of your market cap. Nevertheless, the range between $100 million and $600 million or more. Could you provide some context in what time frame you would be able to narrow down this broad range that you have put forward right now? Thanks. That's it from me.
Thanks for your questions. I'll take them in turn. In regards to the OCI Nitrogen business, it's a good question. As part of the bifurcation or the carve-out of the business, we entered into long-term agreements between the manufacturing facility and the terminal that provide and continues to provide the necessary flexibility for the plant to benefit from the produce versus import level of flexibility. That is something that we integrated into the ecosystem in order to preserve the optionality for the manufacturing facility. Which is also something that is presents an attractive feature to the terminal operator going forward as well.
In terms of the value attributable or the sort of continuing value of OCI Nitrogen on a stand-alone basis in our consolidated financial statements, this is an exercise that is typically undertaken by an independent financial advisor using customary methodologies. Obviously, it is something that continues to be evaluated on an ongoing basis in order to determine whether impairments at any point in time are necessary. I think you have to see it a little bit differently than from an M&A context, because in an M&A context, other factors would weigh in, be it positive or negative factors that are dependent on market conditions, the strategic landscape of potential investors, et cetera.
However, it does also take into consideration that we're coming out of a low free cash flow generation period, albeit it was related to some unplanned outages, which come with some silver lining that you address issues that have impact on the plant long term. It also, I believe, when they look at these modeling, they also take into consideration the risk associated with the volatility in the market, be it structural issues that related to the site being long-term impacts of or long-term aspects of certain downstream markets. I think it's a combination of factors going forward.
In terms of the escrow, I think we have consistently estimated the exposure in this regard to be kind of where it's at now. Since the closing of the deal, it's something that we monitor quite actively and delve into detailed analysis on a periodic basis. It is hard to say or give you an explicit answer on the timeline for getting clarity or the crystallization of the end result in this regard. It is not something that we duly control. However, we will continue to be quite transparent if there is any changes that impact the estimation by management in a proactive manner.
What we did provide incrementally and, on the back of the significant change in the business profile following all the divestments, where we felt the materiality associated with the disclosure around the contractual contingent liabilities is now necessary, in coordination with our auditors and our legal advisors. We believe that providing bookends of what could be is useful for our investor audience. That does not, however, impact what we believe is our best estimate that is carefully considered and integrated into our financial statements going forward, which has been consistently the offset of the escrow amount that is included in the financial statements. Thank you.
Yeah. Thank you.
Thank you. Our next question comes from Angelina Glazova from JPMorgan. Your line is now open. Please go ahead.
Good afternoon, and thank you for taking my questions. I have two questions. The first one is regarding the review that is now being done by independent directors into the proposed transaction with Orascom. Are there any interim findings that you can share with us at this stage? And also, probably from a regulatory requirement standpoint, is there any specific timeline that we should keep in mind in terms of this process? Or is there no regulatory restriction in terms of the timeline? And my second question is regarding the remaining stake in Methanex that OCI has. So you have commented regarding the planned use of proceeds from the current sale and that there is no plan to take further action in the first half of this year.
In general, with regards to the remaining stake, what would OCI's plan be regarding both the monetization and use of proceeds? Because I guess you have mentioned repayment of the outstanding debt as potential use of proceeds for the sale that has been concluded, there isn't much debt outstanding for OCI overall. I'm just wondering about the use of proceeds for the further monetization of the remaining stake, if this is something that's being planned. Thank you.
Yeah, thanks for your questions. In regards to your first question, you know, as I mentioned earlier, the board has taken note of the EC ruling and is currently assessing the impact on the company in general and the proposed transaction in particular. The EC has tasked the court-appointed directors with ensuring a proper evaluation of this transaction. It's too early for us to prejudge the timing and the result of such assessments. Are there any regulatory constraints to allowing this process to be conducted properly? We do not feel that there are any regulatory constraints at this moment. I think there should be sufficient time for this process to take its due course.
In regard to your question on the Methanex, I think as we mentioned in our prepared remarks, following the block sale that we did for the 3.33 million shares, we do not expect any action during the first half of the year. I really can't comment on any other future plans at this moment in this regard.
Understood. Thank you very much.
Yeah. Also, in terms of your question, there was a sub question to your question on the use of proceeds. The reason I mentioned debt repayment and use of proceeds because since the close of the year, because of the development on our capital expenditure on BNA and other related costs, we built an RCF draw that probably exceeded $100 million that would need to be reduced with the first proceeds coming in through the door, which in this case is the Methanex proceeds that are preceding the deferred clean ammonia proceeds and the eventual close out of the terminal. Hence my earlier comments.
Understood.
Thank you. We currently have no further audio questions, and I'll now hand over to Chintan Kumar, Director of Investor Relations, for text-based questions.
Thank you, Becky. The first comment we received on the webcast is: Thank you for the additional disclosure on the Fertiglobe sale indemnification. You note a minimum possible liability of $100 million. Have you already received claims against the reps and warranties from the buyer for that amount? If so, is it higher or lower?
Thank you for the question. There is no particular details that have been provided at this stage in this regard. I think the estimate that we have is a management estimate based on a range of probabilities that we continue to analyze that reflect various circumstances that we take into consideration. There are other indemnifications which we have disclosed where which have been settled or in some cases have been positive receivables received. I think it was mentioned earlier as well in terms of the net where our minor claims and receivables are offset against each other.
In particular to this specific indemnity, I think the only information we have provided so far is the management estimate in this regard.
A follow-on question to this. On the Fertiglobe sale indemnification, is it conceivable that you would enter into an early settlement agreement with the buyer?
It's not something I can comment on.
The next question: What was the reasoning behind selling only a third of the Methanex shares held by OCI?
There are some parameters that have to be met when you hold a certain size stake. In this case, looking at where the transaction was conducted on the Nasdaq market, there is a Rule 144, where you have to look at the trading liquidity average for a certain period that effectively results in a cap on how much you can sell. I believe what we sold was within the allowed, the permitted volume that was executed at what we feel was a reasonably attractive price.
Can you specify the amount that OCI is entitled to because of the earn-out agreement regarding the sale of Fertiglobe to ADNOC?
I think in regards to the historical earn-outs, our estimation at this time is that we are not going to be reaching the necessary thresholds that would have triggered an earn-out receivable for OCI. Our estimation subject to final procedures is zero.
Thank you. I think, some other questions asked have already been answered. If you do have any outstanding questions, please feel free to reach out to Investor Relations at OCI. With that, we conclude our call, and I'll hand over to Hassan Badrawi for concluding remarks.
Thank you all for participating today, and we look forward to our next interaction, hopefully with further developments and updates to share. Thank you very much.
This concludes today's call. Thank you all for joining us today. You may now disconnect your line.