Enviri Corporation

Good morning. My name is Rocco, and I will be your conference facilitator. At this time, I would like to welcome everyone to the Envire Corporation fourth quarter and full year 2025 results release conference call. All lines have been placed on mute to avoid any background noise. After the speaker's remarks, there will be a question and answer period. If you'd like to ask a question during this time, simply press star and the number one on your telephone keypad. If you would like to withdraw your question, please press star number two on your telephone keypad. Also, this telephone conference presentation and accompanying webcast made on behalf of Enviri Corporation are subject to copyright by Enviri Corporation, and all rights are reserved. No recordings or redistributions of this telephone conference by any other party are permitted without the express written consent of Enviri Corporation. Your participation indicates your agreement. I would now like to introduce Dave Martin of Enviry Corporation. Mr. Martin, you may begin your call.

Thank you, Rocco, and welcome to everyone joining us this morning. With me today is Nick Grassberger, our Chairman and Chief Executive Officer, Russell Hochman, our President and Chief Operating Officer and the future CEO of New Enviry, and Tom Vadekith, our Senior Vice President and CFO. This morning, we will discuss our results for the fourth quarter and the full year of 2025. as well as our outlook for Harsco Environmental and Rail, which are the two businesses that will make up New Enviry following their spinoff into a new standalone publicly traded company in connection with the sale of Clean Earth. After our prepared remarks, we'll take your questions. Our quarterly earnings release and slide presentation for this call are available on our website. During today's call, we will make statements that are considered forward-looking, Within the meaning of the federal securities laws, these statements are based on our current knowledge and expectations and are subject to certain risks and uncertainties that may cause actual results to differ materially from those forward-looking statements. For a discussion of such risks and uncertainties, see the risk factors section in our most recent 10-K and as updated in subsequent 10-Qs. The company undertakes no obligation to revise or update any forward-looking statements. Lastly, on this call, we will refer to adjusted financial results that are considered non-GAAP for SEC reporting purposes. A reconciliation to GAAP results is included in our earnings release today and our slide presentation. Now I'll turn the call to Nick to begin his prepared remarks.

Thank you, Dave, and good morning, everyone. Let me start with a brief status update on our transaction to sell Clean Earth. We continue to target the mid-year closing and we are working diligently to complete the transaction. The HSR waiting period is scheduled to expire on March 9th, absent a request for more information. We expect to publicly file both our Form 10 and proxy documents later in March. And at that point, we'll begin to focus on a shareholder meeting and a date to close the transaction. Finally, we are not yet in a position to narrow the cash payout range of $14.50 to $16.50. The payout will take into consideration the time of the closing and the company's cash flow up to that point, as well as the amount of cash we determine is prudent to retain in support of RAIL's ETO contracts. We may decide that new Enviry should retain more cash for these contracts than we had hoped a few months ago. We are in the midst of discussions with various parties that will impact the amount of cash that will need to be retained. And ensuring new Enviry is soundly capitalized and set up for success is of course a priority for us. We look forward to providing further updates when appropriate. And at this time, there's not much more that we were able to say about the cash payout range. As I reflect on the Clean Earth transaction, I'm pleased with what we have accomplished over the past few years. The improvement realized to Clean Earth has been extraordinary. And I credit the Clean Earth leadership team for having the vision to identify strategic initiatives and drive their execution throughout the organization. I'm confident that Clean Earth will continue to prosper as part of Eolia. And while the sale of Clean Earth is a major step towards capturing the sum of the parts value of the Enviry portfolio, it's certainly not the final step. There's more value to be created through new Enviry. Harsco Environmental and Rail are market-leading businesses with strong reputations within their markets, and we are optimistic that underlying demand will improve. and we believe Russell and his team are poised to accelerate positive change within and throughout these businesses.