SEC Form 6-K filed by ICL Group Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2025

 

Commission File Number: 001-13742

 

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

 

ICL Group Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv, 61202 Israel

(972-3) 684-4400

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

 

 

 ICL GROUP LTD.

 

 INCORPORATION BY REFERENCE

 

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

ICL GROUP LTD.

 

 

 

	10-12/2024		10-12/2023		1-12/2024		1-12/2023
	$ millions	% of Sales	$ millions	% of Sales	$ millions	% of Sales	$ millions	% of Sales

Sales	1,601	-	1,690	-	6,841	-	7,536	-
Gross profit	535	33	560	33	2,256	33	2,671	35
Operating income	147	9	149	9	775	11	1,141	15
Adjusted operating income (1)	190	12	211	12	873	13	1,218	16
Net income attributable to the Company's shareholders	70	4	67	4	407	6	647	9
Adjusted net income attributable to the Company’s shareholders (1)	104	6	123	7	484	7	715	9
Diluted earnings per share (in dollars)	0.06	-	0.05	-	0.32	-	0.50	-
Diluted adjusted earnings per share (in dollars) (2)	0.08	-	0.10	-	0.38	-	0.55	-
Adjusted EBITDA (2) (3)	347	22	357	21	1,469	21	1,754	23
Cash flows from operating activities (4)	452	-	452	-	1,468	-	1,710	-
Purchases of property, plant and equipment and intangible assets (5)	267	-	255	-	713	-	780	-

 

 

 

 

 

Segment Information

 

Industrial Products

 

The Industrial Products segment produces bromine from a highly concentrated solution in the Dead Sea and bromine‑based compounds at its facilities in Israel, the Netherlands and China. In addition, the segment produces several grades of salts, magnesium chloride, magnesia-based products, phosphorus-based products and functional fluids.

 

 

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Potash

 

 

 

 

 

 

 

 

 

 

 

 

 

Global potash market - average prices and imports:

 

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Sources: CRU (Fertilizer Week Historical Price: December 2024), SIACESP (Brazil), United Port Services (Brazil), FAI (India), Chinese customs data, Global Trade Tracker (GTT).

 

 

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Fourth quarter 2024

 

 

 

Full year 2024

 

 

 

 

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Phosphate Solutions

 

The Phosphate Solutions segment operates ICL’s phosphate value chain and uses phosphate rock and fertilizer-grade phosphoric acid to produce phosphate-based specialty products with higher added value, as well as to produce and sell phosphate-based fertilizers.

 

Results of operations and key indicators ⁽¹⁾

 

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White phosphoric acid: Sales decreased year-over-year, as higher volumes mainly in South America were unable to offset lower prices in all regions.

•

Industrial phosphates: Sales decreased year-over-year, as higher volumes in all major regions did not offset lower prices related to decreasing cost input prices.

•

Food phosphates: Sales were nearly flat year-over-year, as higher volumes were offset by lower market prices, mainly in North America, due to reduced raw material costs.

•

Battery materials: Sales in Asia increased year-over-year, as market demand expanded. Elsewhere, the Battery Materials Innovation and Qualification Center (BM-IQ) in St. Louis is nearing completion, which will allow ICL to begin qualifying battery material products for customers.

•

Commodity phosphates: Overall phosphate prices remained stable in the fourth quarter of 2024, as key markets – including India – continued to experience a shortage of DAP and export availability from China remained limited. Key benchmarks were on average 3% higher quarter-over-quarter.

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Developments in key markets are described below:

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Chinese DAP export prices ended 2024 at $615/mt, $30 above 2023 prices, as the country’s trade policy continued to be a key determinant of global pricing levels. Offshore shipments were paused late in the fourth quarter and, at the time of writing, Chinese DAP/MAP exports for 2024 were estimated at 6 to 7 million mt – the second lowest amount over the past five years.

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India's DAP price was estimated at $634/mt CFR at the end of 2024 – only $6 lower than at the beginning of the fourth quarter, defying traditionally lower demand in the Northern Hemisphere. India imported fewer than 5 million mt of DAP and ended the year with fewer than 1 million mt of stock versus average annual imports of 6 million mt and an average end-of-year stock above 2 million mt between 2019 and 2023.

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Phosphate demand in the US was firm throughout 2024. Provisional data places fourth quarter arrivals at around 500 thousand mt, consistent with the five-year average. Imports have been supported by attractive farmer margins during recent years and the subsequent maximization of planted acreage. Additionally, local phosphate production has faced various operational challenges. Recent hurricanes not only interrupted production but also resulted in stock loss. DAP FOB NOLA ended the fourth quarter at $637/mt, $25/mt higher than the beginning of the quarter.

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Brazilian MAP/NPS imports accelerated in the third quarter of 2024 and remained firm through the fourth quarter, due to the planting of the Safra soy crop. Weather conditions improved consistently through October and November, enabling planting to progress rapidly and supporting last minute fertilizer demand. The Brazilian MAP price ended the fourth quarter at $635/mt CFR, flat compared to the previous quarter.

•

Indian phosphoric acid prices are negotiated on a quarterly basis. The fourth quarter price was settled at $1,060/mt P2O5, $110 higher than the third quarter. For the first quarter of 2025, the price was settled at $1,055/mt, reflecting a slight decrease in DAP prices.

•

Sulphur FOB Middle East ended the fourth quarter at $165/mt, $38 higher than prevailing levels at the end of the third quarter. The increase was driven by strong demand from key end-users, including Morocco, where a new sulphur burner was ramping up, and, to a lesser extent, continued tightening of supply.

 

Global phosphate commodities market - average prices:

 

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Source: CRU (Fertilizer Week Historical Prices, December 2024).

 

 

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Growing Solutions

 

The Growing Solutions segment aims to achieve global leadership in plant nutrition by enhancing its position in its core markets of specialty agriculture, ornamental horticulture, turf and landscaping, fertilizers and FertilizerpluS, and by targeting high-growth markets such as Brazil, India, and China. The segment leverages its unique R&D capabilities, substantial agronomic experience, global footprint, backward integration to potash, phosphate and polysulphate and its chemistry know-how, as well as its ability to integrate and generate synergies from acquired businesses. The segment continuously works to expand its broad portfolio of specialty plant nutrition, plant stimulation and plant health solutions, which consists of enhanced efficiency and controlled release fertilizers (CRF), water-soluble fertilizers (WSF), liquid fertilizers and straights (MKP/MAP/PeKacid), FertilizerpluS, soil and foliar micronutrients, biostimulants, soil conditioners, seed treatment products and adjuvants.

 

 

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Regional highlights:

 

 

 

 

 

Product highlights:

 

 

 

 

 

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Financing expenses, net

 

Tax expenses

 

In the fourth quarter of 2024, the Company’s reported tax expenses amounted to $33 million, compared to $33 million in the corresponding quarter of last year, reflecting an effective tax rate of 29% and 28%, respectively.

 

Liquidity and Capital Resources

 

As of December 31, 2024, the Company’s cash, cash equivalents, short-term investments and deposits amounted to $442 million compared to $592 million as of December 31, 2023. In addition, the Company maintained about $1.2 billion of unused credit facilities, as of December 31, 2024.

 

Outstanding net debt

 

As of December 31, 2024, ICL’s net financial liabilities amounted to $1,851 million, a decrease of $244 million compared to December 31, 2023.

 

Credit facilities

 

 

In April 2024, all the banks agreed to extend the RCF agreement for an additional year which is now due to expire in April 2029. As of December 31, 2024, the Company had utilized about $520 million of its $1,550 million credit facility framework.

 

 

The total amount of the Company's committed securitization facility framework is $300 million, with an additional $100 million uncommitted. As of December 31, 2024, ICL had utilized approximately $176 million of the facility’s framework.

 

Ratings and financial covenants

 

 

In June of 2024, Fitch Ratings reaffirmed the Company’s long-term issuer default rating and senior unsecured rating at 'BBB-'. The outlook on the long-term issuer default rating is stable.

 

 

In July of 2024, S&P reaffirmed the Company’s international credit rating and senior unsecured rating of 'BBB-'. In addition, S&P Maalot reaffirmed the Company’s credit rating of 'ilAA' with a stable rating outlook.

 

 

As of December 31, 2024, the Company was in compliance with all of the financial covenants stipulated in its financing agreements.

 

Dividend Distribution

 

In connection with ICL’s fourth quarter 2024 results, the Board of Directors declared a dividend of 4.03 cents per share, or approximately $52 million. The dividend will be paid on March 25, 2025. The record date is March 12, 2025.

 

About ICL

 

ICL Group Ltd. is a leading global specialty minerals company, which creates impactful solutions for humanity’s sustainability challenges in the food, agriculture, and industrial markets. ICL leverages its unique bromine, potash, and phosphate resources, its global professional workforce, and its sustainability focused R&D and technological innovation capabilities, to drive the Company’s growth across its end markets. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The Company employs more than 12,000 people worldwide, and its 2024 revenue totaled approximately $7 billion. For more information, visit the Company’s website at www.icl-group.com1.

 

We disclose in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA. Our management uses adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA to facilitate operating performance comparisons from period to period. We calculate our adjusted operating income by adjusting our operating income to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” below. Certain of these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adjusting our net income attributable to the Company’s shareholders to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating, and net income (non-GAAP)” below, excluding the total tax impact of such adjustments. We calculate our diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Our adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization, and certain adjustments presented in the reconciliation table under “Consolidated adjusted EBITDA, and diluted adjusted Earnings Per Share for the periods of activity” below, which were adjusted for in calculating the adjusted operating income.

 

You should not view adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the Company’s shareholders determined in accordance with IFRS, and you should note that our definitions of adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of our non-IFRS financial measures as tools for comparison. However, we believe adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share, and adjusted EBITDA provide useful information to both management, and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS measures to evaluate the Company's business strategies and management performance. We believe that these non IFRS measures provide useful information to investors because they improve the comparability of our financial results between periods and provide for greater transparency of key measures used to evaluate our performance.

 

(1a) The Company only provides guidance on a non-GAAP basis. The Company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as restructuring, litigation, and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material, and therefore could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The Company provides guidance for Specialties-driven EBITDA, which includes Industrial Products, Growing Solutions and Phosphate Solutions, as the Phosphate Solutions business is now predominantly specialties-focused. For our Potash business we provide sales volumes guidance. The Company believes this information provides greater transparency, as these new metrics are less impacted by fertilizer commodity prices, given the extreme volatility in recent years.

 

We present a discussion in the period-to-period comparisons of the primary drivers of change in the Company’s results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends on our businesses. We have based the following discussion on our financial statements. You should read such discussion together with our financial statements.

 

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Calculation of adjusted EBITDA was made as follows:

 

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Calculation of diluted adjusted earnings per share was made as follows:

 

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Consolidated Results Analysis

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* See "Adjustments to reported Operating and Net income (non-GAAP)" above. 

 

 

 

 

 

 

 

 

In October 2023, the Israeli government declared a state of war in response to attacks on its civilians in the south of the country, which escalated to other areas. The security situation has presented several challenges, including disruptions in supply chains and shipping routes, personnel shortages due to recurring rounds of mobilization for reserve duty, additional costs to protect Company sites/assets, effects of reluctance to perform contractual obligations in Israel during hostilities, various bans and limitations on trade and cooperation with Israel related entities, and fluctuations in foreign currency exchange rates relative to the Israeli shekel. Additionally, regional tensions involving Houthis attacks and threats to commercial vessels have intensified, disrupting shipping routes and commercial shipping arrangements, leading to increased shipping costs.

 

The Company continues to take measures to ensure the safety of its employees and business partners, as well as the communities in which it operates. It has also implemented supportive measures to accommodate employees called for reserve duty, aiming to minimize any potential impact on its business, and to avoid disruptions to production activities at its facilities in Israel.

 

The security situation in the last year has not had a material impact on the Company's business results. However, as the developments related to the war, as well as its duration, are unpredictable, the Company is unable to estimate the extent of the war’s potential impact on its future business and results. The Company continuously monitors developments and will take all necessary actions to minimize any negative consequences to its operations and assets.

 

 

This announcement contains statements that constitute “forward‑looking statements”, many of which can be identified by the use of forward‑looking words such as “anticipate”, “believe”, “could”, “expect”, “should”, “plan”, “intend”, “estimate”, “strive”, “forecast”, “targets” and “potential”, among others.

 

Forward‑looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward‑looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to:

 

Changes in exchange rates or prices compared to those we are currently experiencing; loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and our reserve estimates; natural disasters and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse gas emissions; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; disruptions at our seaport shipping facilities or regulatory restrictions affecting our ability to export our products overseas; general market, political or economic conditions in the countries in which we operate; price increases or shortages with respect to our principal raw materials; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at our plants; labor disputes, slowdowns and strikes involving our employees; pension and health insurance liabilities; Pandemics may create disruptions, impacting our sales, operations, supply chain and customers; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in our evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; disruption of our, or our service providers', information technology systems or breaches of our, or our service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from our cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of our businesses; changes in demand for our fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond our control; sales of our magnesium products being affected by various factors that are not within our control; our ability to secure approvals and permits from the authorities in Israel to continue our phosphate mining operations in Rotem Amfert Israel; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of our workers and processes; litigation, arbitration and regulatory proceedings; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; closing of transactions, mergers and acquisitions; war or acts of terror and/or political, economic and military instability in Israel and its region; including the current state of war declared in Israel and any resulting disruptions to our supply and production chains; filing of class actions and derivative actions against the Company, its executives and Board members; The Company is exposed to risks relating to its current and future activity in emerging markets; and other risk factors discussed under ”Item 3 - Key Information— D. Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2023 (the “Annual Report”).

 

Forward looking statements speak only as at the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

 

This report for the fourth quarter of 2024 (the “Quarterly Report”) should be read in conjunction with the Annual Report and the report for the first, second and third quarters of 2024 published by the Company (the “prior quarterly reports”), including the description of the events occurring subsequent to the date of the statement of financial position, as filed with the U.S. SEC.

 

Appendix:

 

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Information based on geographical location

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ICL Group Ltd.
	By:	/s/ Aviram Lahav
		Name:	Aviram Lahav
		Title:	Chief Financial Officer

	ICL Group Ltd.
	By:	/s/ Aya Landman
		Name:	Aya Landman
		Title:	VP, Chief Compliance Officer & Corporate Secretary

Date: February 26, 2025