Standard Lithium Ltd. (SLI) Q4 2025 Earnings Report, Transcript and Summary

Hello, everyone. Thank you for joining us, and welcome to the Standard Lithium Fourth Quarter 2025 Earnings Call. [Operator Instructions] I will now hand the call over to Daniel Rosen Vice President of Investor Relations and Strategy for Standard Lithium. Please go ahead.

Thank you, and welcome, everyone. I'm joined today by David Park, our CEO and Director; Andy Robinson, President, COO and Director; Salah Gamoudi, Chief Financial Officer; and Mike Barman, Chief Development Officer. Before we begin, I would like to start with a reminder that some of the statements made during our call today, including any related to company performance, expectations and timing of projects may constitute forward-looking statements. Please note the cautionary language about forward-looking statements contained in our press release, which also applies to this call. I will now turn the call over to David.

Thanks, Dan, and I appreciate everyone joining us today. We had a busy and productive fourth quarter as we advanced and completed multiple important milestones and deliverables for the company. We filed a positive definitive feasibility study for the SWA project in a maiden inferred resource report for our first project in East Texas, the Franklin project. The DFS for SWA demonstrates the attractiveness and cost competitiveness of our first commercial project being developed alongside our SMAC over lithium JV partner, Equinor, which is expected to have production capacity of 22,500 tonnes per year of battery-quality lithium carbonate in its initial phase. The maiden resource estimate for the JV's Franklin project in East Texas highlights the size and quality of its brine position with some of the highest reported lithium in brine grades in all of North America. It provides a strong foundation for future scalable production and is a key step towards the ultimate goal of reaching production of over 100,000 tonnes of lithium chemicals per year in Texas through multiple projects. We obtained the final regulatory approval required for SWA from the Arkansas Oil and Gas Commission for integration receiving unanimous support for our application for the Reynolds Brine Unit, where the initial phase of the project is planned to be developed. And we continued to strengthen our own financial position while also progressing the export credit agency led project financing for the SWA project. In October, Standard Lithium closed and upsized $130 million underwritten public offering. We saw strong support from institutional investors in an oversubscribed order book, underscoring the belief in our strategy and the quality of our assets. Additionally, Smackover lithium received indications of interest for over $1 billion in project financing, for the SWA project, led by 3 major export credit agencies, including the Export-Import Bank of the United States and Export Finance Norway and supported by a strong group of commercial banks. Interest came in at competitive indicative terms and exceeds the targeted debt alone. To begin 2026, we've been working diligently to advance the remaining work streams needed to reach a final investment decision for the SWA project. We've made meaningful progress on all fronts, including the signing of our first binding commercial offtake agreement with Trafigura, a global commodities market leader with an established presence across battery metals, including lithium. Spec over lithium will supply Trafigura with 8,000 metric tons per year of battery quality lithium carbonate for over a 10-year period beginning at the start of commercial production. We'll address the status of each of the remaining work streams and how it supports our plan to take FID and begin construction in 2026. To provide an update on the key project-related developments and deliverables ahead I'll pass it over to Andy.

Thanks, David. The 4 primary deliverables to be completed prior to taking FID a contract execution with key construction vendors receiving National Environmental Policy Act or NEPA approval from the federal regulators, finalizing customer offtake agreements and closing the project financing. We're pursuing an engineering, procurement, construction and commissioning or EPCC model for the downstream portion of the project, which contains a central processing facility and includes a direct lithium extraction and battery-quality lithium carbonate conversion process. We're pursuing an engineering, procurement and construction management or EPCM model for the upstream or well field and pipeline portion of the project. We are close to finalizing agreements with our preferred partners in these roles and expect for both of these to be completed in the second quarter. Each contract will contain a limited notice to proceed upon signing in order to immediately progress key work items and optimize the construction schedule. The full notice to proceed will immediately follow a positive final investment decision. On the regulatory front, the project is required to undergo an environmental assessment on the NEPA triggered by our $225 million grant from the Department of Energy. The DOE is leading the environmental assessment process, which is progressing well. The project completed all necessary field work and baseline environmental studies for input into the EA in 2025. DOE has completed all necessary consultation with other federal agencies and travel nations and has completed the draft EA report for public comment. We expect NEPA process to be completed in the second quarter as per the Federal Permitting dashboard. Overall, we've received strong government support throughout this process for our project which received a fast 41 transparency project designation. Turning to our dual track customer offtake and project financing processes, Smackover lithium, alongside our experienced financial advisers continues to make progress as reflected by our first binding commercial offtake agreement and the indications of interest received to support the project debt, which Salah will touch on in more detail. Of our planned 22,500 tonnes of annual nameplate lithium carbonate capacity, we're targeting for approximately 80% of that production to be under long-term offtake contracts. Our first offtake agreement with Trafigura for 8,000 tonnes represents over 40% of targeted offtake for the initial phase of the SWA project. Joint venture is in advanced commercial negotiations with multiple additional parties with the aim to complete this process as soon as practical. We remain focused on securing the best possible terms under these agreements in order to support our project financing efforts and to help mitigate risk from negative price fluctuations while maintaining attractive price upside for our stakeholders. Of the remaining pre-FID deliverables, we believe completing the customer offtakes has the most potential timing variability given the nature of these negotiations. All material offtake terms must be agreed upon before the final sizing and structure of the project finance package can be determined. With that said, we continue to advance project financing due diligence, documentation, credit and other approvals in parallel such that we're in a position to reach financial close and draw down shortly thereafter. The joint venture remains confident in its ability to reach a satisfactory outcome in these customer offtake negotiations, thus allowing for FID to be taken and for construction to begin in 2026. Assuming we begin construction on this time line, we would expect to achieve first commercial production in 2029. I also want to touch on our priorities for East Texas in 2026. For the Franklin project and the region more broadly, we intend to continue to improve the definition of our resource positions through additional drilling and process test work. We're aiming to release a preliminary feasibility study for the Franklin project within the next 12 months, demonstrating the project economics of that world-class resource and hopefully achieving further recognition for this important and underappreciated part of our asset portfolio. We'll continue to work on maiden inferred resource reports for our 2 other potential projects in the area, all the while continuing to expand our leasehold footprint in East Texas. And now I'll turn it over to Salah to discuss our financial results.

Thank you, Andy. For reference, all numerical references that I will be making today are in U.S. dollars. For the fourth quarter ended December 31, 2025, the company reported a net loss of $35.7 million as compared to a $24.7 million loss during the quarter ended December 31, 2024. The biggest drivers of this year-over-year increase in our net loss are onetime in nature and not reflective of underlying business trends, namely, we incurred a $6.8 million increase in impairment expense a noncash charge related to the LANXESS property project and a noncash $3.4 million increase in foreign exchange loss. The LANXESS property project impairment is a result of the termination of our previous memorandum of understanding with LANXESS, a cessation of discussions with LANXESS on further advancement of the project, the execution of a new site services agreement, which defines our go-forward relationship with LANXESS in regards to our demonstration facility but does not contemplate further commercial development. And finally, a refocus of our efforts and capital allocation towards our Southwest Arkansas and East Texas projects. As a result, we recognized a full $26.5 million impairment expense of our exploration and evaluation assets associated with the LANXESS property project in the fourth quarter. Independent of this, Standard Lithium will continue to run and operate its industrial scale DLE and carbonation demonstration plant at LANXESS existing bromine site as it has been doing successfully for roughly the last 6 years. The foreign exchange loss was due to having significantly higher average cash balances during the fourth quarter as a result of our $130 million follow-on offering in October and the resultant noncash accounting impact of changes in exchange rates on those cash balances. For the quarter, as compared to the quarter ended December 31, 2024, G&A of $2.9 million increased by $0.2 million, driven primarily by increases in employee-related expenses associated with expanding our team as we continue to mature and transition from early-stage project development towards construction and eventual production. Demonstration plant costs of $1.4 million increased by $0.6 million as a result of higher personnel costs and indirect allocations associated with process refinement and testing as well as operator training in support of future potential commercial production. Share-based compensation expense of $1.5 million increased by $0.3 million due to increased long-term incentive compensation for our management employees as we expanded our team as noted above, and to better align compensation and shareholder value creation. Below operating expenses on the income statement, we recorded a higher investment loss from joint ventures of $3.2 million for the quarter versus $0.3 million in the prior period. This increase reflects expanded operational activity and related expenses at the Smackover Lithium JV level in 2025 as we advance to releasing our 2 technical reports at SWA and East Texas. We also recorded a $0.4 million gain on the fair value of our contingent FID payments to be received by Standard Lithium from our JV partner, Equinor, should we reach a positive FID at our SWA and/or East Texas projects by certain dates. As we continue to achieve milestones and get closer, the value of our contingent FID payment assets have increased as reflected by the gain. We also recognized $0.9 million in additional interest income for the quarter, driven by our higher average cash balances for part of the period. For the full year 2025, the company reported a net loss of $48.4 million. Full year results are compared to our last audited period, a shorter 6-month fiscal stub period ended December 31, 2024, in our reported financials. This is due to changing the company's fiscal year-end from a June 30 fiscal year-end to a December 31 calendar year-end in the fourth quarter of 2024 to better align our reporting cycle with how we manage the business and align with our peers. Therefore, we have kept our focus today on fourth quarter comparables instead of the full year 2025. Moving on to our balance sheet. We ended the quarter with strong cash and working capital positions of $152.3 million and $147.6 million, respectively, as compared to cash and working capital positions of $31.2 million and $27.5 million in the prior year, respectively. This higher cash position is primarily reflective of the follow-on offering we completed in October, which generated net proceeds of $122.2 million and continued use of our ATM facility, partially offset by our capital contributions made to the SWA and East Texas projects and general operating expenses. The follow-on offering will help to support our expected required equity contribution into the SWA project at FID as well as continuing to progress development work in East Texas. The sole project funding requirements by Equinor into the JVs as part of the original agreement were exhausted during the second quarter of 2025, with Standard Lithium and Equinor subsequently making their own respective capital contributions based on a 55-45% ownership split. Standard Lithium made JV capital contributions of $9.6 million during the fourth quarter, bringing the 2025 total to $29.1 million as reflected on our cash flow statement. For the full year, $16.1 million and $12.9 million went towards SWA and East Texas, respectively. Securing an attractive and comprehensive project finance package is a critical component of the final investment decision for SWA. The approximate $1.5 billion of base project CapEx per our DFS in addition to potential cost overrun facilities, reserve accounts or other incremental capital requirements are expected to be financed by a combination of senior secured project debt, our $225 million grant from the DOE as well as respective funding contributions from Standard Lithium and Equinor. The joint venture is targeting approximately $1.1 billion total in senior secured limited recourse project debt supported by leading export credit agencies and commercial banks. Last year, we conducted a market sounding of global commercial banks that are active in the project financing debt market. The responses included indicative terms that were consistent with the expectations of the JV and validated certain assumptions regarding the cost, term, structure and conditions that are customary for project debt facilities of this nature. The commercial bank expressions of interest, combined with those of the ECAs exceeded our total targeted project debt. The remaining 55% pro rata equity contribution required by Standard Lithium will be supported by the proceeds from our recent equity raise. Any cost overrun facilities or reserve accounts over and above base project CapEx requirements remain subject to negotiation with the lenders with quantums to be determined. I will now turn it back over to David for closing remarks.

Thanks, Salah. Standard Lithium continues to be extremely well positioned with a portfolio of high-quality and scalable assets and as a domestic champion for securing critical minerals production in the United States. Our SWA project is well engineered, well defined, and we have an exciting and important year ahead of us as we approach a final investment decision. We delivered critical project milestones in the fourth quarter and to begin this year, and we intend to provide multiple updates in the coming weeks and months as we conclude our pre-FID work streams and push to approve FID at SWA before moving quickly to construction in 2026. Thanks again for joining us today. Operator, I'll turn it back to you.

[Operator Instructions] Our first question comes from the line of Anthony Taglieri from Canaccord Genuity.

David and team. So just curious maybe on the offtake discussions and how those might have changed over the last 6 to 12 months. The rising price environment we've seen, has it changed the number of parties and level of interest? Is there more caution given the price volatility? Have we seen changes to pricing mechanisms? Maybe some color there would be great.

Yes. Great. Thanks for the question. I'll take this one. I would say the market clearly has evolved in a positive direction in the last 6 months. Lithium pricing has moved to levels that are more consistent with reinvestment support -- as a result, I think it's fair to say there are more counterparties that have reemerged in as interested parties in discussions that are willing to enter into agreements with us that would be supportive of the financing that we're looking to put in place. So I would say the last 6 months has been a positive and has helped us move forward. That said, as you'll note, these agreements have taken longer to put in place than we would have thought. They're quite complex agreements, need to survive through multiple cycles. They're multiyear agreements, multi-hundred million dollar agreements. So making sure that these transactions work for not just us, but our lenders, our shareholders and our partners is extremely important. So long story short, we're moving in the right direction. The market environment is supportive of what we're trying to do. And if anything, it's brought more potential counterparties to the table.

Great. That's helpful. Maybe just as a follow-up. So should we expect to see another offtake agreement, for example, prior to the financing concluding? Or would we expect sort of the next wave of offtake agreements sort of happen at the same time?

No. It's been our plan since day 1 to have over 80% of our volumes contracted prior to FID with multiple counterparties. So I think you should expect to see some announcements with respect to 1 or 2 potential counterparties that will -- in the coming quarter that should be supportive of the financings we're looking to put in place.

Your next question comes from the line of Max Yerrill from BMO Capital Markets.

Just understanding that the project debt sounds like it's contingent upon finalizing the offtake agreements. Are there any clauses or caveats that the project debt lenders are looking for in those offtake contracts? And then maybe a follow-up is, is that 80% target an internal standard strategic decision? Or is that one that the project debt lenders are looking for?

Thanks, Max. What I'd say is the 80% is an internal target. But as a whole, what percentage we contract will be a function of the terms we have in place across a portfolio of different agreements. So long story short, we're looking for take-or-pay contracts with creditworthy counterparties that as a portfolio, provide sufficient price support that our lenders can get comfortable with the quantum of debt we're looking at putting in place. So it's really a portfolio approach. It is not any one specific deal has to meet certain specific terms.

Got it. That's helpful. And then are we still looking at a roughly 2-year construction period? And I assume if all goes to plan this year, the bulk of the CapEx will still be 2027, 2028 for Phase 1?

Sure. Why don't I turn that one over to Andy.

Yes, sure. Thanks, Max. Yes, the construction period, I think we're guiding towards commercial production in '29. As we are concluding our discussions with the contracting counterparties, we're refining the construction schedule and importantly, the pre-commissioning, commissioning and start-up schedules as well, Max, so that we are getting ourselves set up for success during the commissioning and start-up process so that we can pick commercial operation to align well with the offtake contracts that David was just talking about. So it is a fully integrated process so that the -- not only the construction, but the full commissioning and start-up period is fully aligned with the offtake contracts. that we're negotiating and signing at the moment. So yes, we're looking towards commercial production 2029, assuming FID and construction this year.

Your next question comes from the line of Theo Genzebu Great.

Thanks, everyone, I appreciate the color around the path towards FID. But out of the things that you've disclosed in the press release, is there any one single gating item to FID that stands out amongst them that you would consider?

I'll go first, and then Andy, maybe you can round it out. There are a number of different things which we need to accomplish prior to FID. Andy already hit on EPC agreements, finalization of the NEPA process, finalization of offtake agreement and then closing the project debt financing. I would say that the -- more than likely, it is the offtake agreements that are the hardest to predict the exact timing of when they come in place and get finalized. But everything is -- we're working all these streams in parallel, but they all have to work with each other. I don't know, Andy, if you had anything else you wanted to say there?

I mean, not really. I mean, Theo, there are several things, obviously, which are very tightly under our control, and we're moving those forward as quickly as possible. As we mentioned, we guided to concluding the NEPA process, that federal permitting process this Q2 period. Similarly, for the EPCM and the EPCC contracts, we obviously have a tight grip on those and getting those to conclusion. We've talked about the offtake process and sort of that is less under our immediate control to fully and tightly direct the time lines. But as we mentioned before, that's going extremely well. And everything concludes with the debt piece at the final stage. So we have a full team. I think as we mentioned before, Theo, we've got a fully integrated team across the Standard Lithium and the Equinor partners, driving this towards an FID conclusion this year. And yes, we're excited to get this one into construction and moving it forward as quickly as we can.

Sure. Let me just add on that there is a healthy market for domestic lithium in the 2029 and beyond time frame. And we are -- and we remain in advanced commercial negotiations with multiple parties. And we're committed to providing you updates as time goes by on the progress we're making on these initiatives.

Great. And I guess just picking backing off of the off-taker conversation. Is there any specific sector of counterparties where we're seeing the most like constructive discussions or more, I guess, advanced discussions currently?

From day 1, we're always looking at multiple counterparties across trading house battery manufacturers and auto OEMs, and we remain in discussions with all 3 of those. We didn't want to put all our eggs in 1 basket. We wanted a diverse portfolio of customers, and that's still what we're heading towards.

Got you. Okay. And then maybe just last one for me. Just on the ATM program, how do you think about that, I guess, usage from here? I assume it still remains purely opportunistic? Or could it be used more actively if the stock stays supportive ahead of FID?

And I turn that one to you, Salah?

Thanks, David. Yes. So what I would say there is that we do have approximately $25.5 million left on our current ATM program. We plan to use that going forward prudently and in a paced way. It is one of the tools that we can use to fund our expansion in East Texas as well as fund a portion of our needs at Southwest Arkansas, especially pre-FID. And it helps to cover corporate overhead expenses as we go along. So I think the ATM will continue to be used as a prudent tool, but it will not be most likely used in a way that it will be our primary source of funding our projects in the future.

Your next question comes from the line of Joseph Reagor from ROTH Capital Partners.

One follow-up and then one other different question. So you talked a lot about FID already, but is there any opportunity given that you've got a decent balance sheet right now to get started on any early earthwork stuff in order to maybe even push up the time line to first production? Or is there permitting stuff and other things going on that prevents you from really getting started or the capital is just not enough? Anything like that?

Great question. Andy...

Yes. I'll pick up initially and hand it back. Thanks, Joe. Yes, look, I mean, we've got a construction schedule which is being integrated right now with both of our key contracting parties. Like I said, we've got the EPCM and the EPCC. We're refining the schedule to try and optimize it as best as we can. I think the biggest time saving, what we're focused on right now, Joe, we're not genuinely constrained by earthmoving, Earthworks kind of enabling works type activities. Really kind of what's on the critical path for us is honestly additional engineering, early vendor outreach, procurement type activities. Those are the things, and that's really the focus of why we're going to be issuing a limited notice to proceed to the main contracting team so that we can kind of maintain that construction schedule by doing that early stage kind of more kind of the EP parts of the various packages to keep the schedule moving along. So that's really where our focus is rather than earthworks because the amount of earthworks that we have are relatively minimal and don't sit on the critical path of the construction schedule.

Okay. That's helpful. And then I don't think anybody touched on it yet. So with the LANXESS write-off, should we look at that as the company focusing on the JV, expect lithium JV and just simply the grade is higher in all of those areas. So there's no logical reason to return to the LANXES project? Or is there anything else to read into that?

No, Joe, I think you nailed it. This is all about prioritizing, focusing and executing and prioritizing where we have the best grade. So our future is Southwest Arkansas and then growing into East Texas. I don't know, Andy, if you want to comment on the quarter..

Yes. No, I mean, you're exactly right. And Joe, like our future, we want to build bigger projects. That's -- this first one, the 22,500 at Southwest Arkansas Phase 1, it's the right-sized project for us in the to build the first one. But really, the true scale comes in East Texas, where we can build some really pretty sizable projects there, given the extent of the resource, the grade of the resource and then our continued understanding as we move through the engineering and construction of this first one, making the subsequent projects larger, cheaper to build, et cetera. So we're looking to grow out into that much larger project portfolio in East Texas where we can see some really substantial scale.

Your next question comes from the line of Noel Parks from Tuohy Brothers Investment Research.

Just had a few. In the discussion of expenses before, it was mentioned that sort of process refinement and testing was a component of the expense growth. And I was just wondering, that sort of work, is that more or less unique to Southwest Arkansas? Or is that something that once it's accomplished and you turn more towards East Texas that it will be roughly replicable. So that's work that will be more or less done onetime only essentially?

Andy, do you want to take that one?

Yes, sure. No, Yes. I mean, look, these are direct project learnings that can be applied across the whole portfolio of projects, Noel. We're in this unique situation that we have the demo plant running now. Salah mentioned, it's 6 years now that's been operating. That's now certainly one of the largest fully continuous DLE demo plants in North America. We continue to get just excellent data out of that plant. We continue -- so not only do we get process learnings, optimizations in terms of how we can make the process easier to run, potentially cheaper to build. But right now, that plant also forms a really crucial function as we effectively are developing the core team of operators who during that commissioning process that I talked about a little earlier on, they will be taking over eventually from the commissioning team from the contractor side and running the plant. And so the demo plant continues to be this truly unique sort of training tool to get the core team of operators fully used to processing smackover brine into battery quality lithium carbonate material. That's what we do every day at the demo plant, and it's truly a unique opportunity. We see the industry in general has struggled, I think, a little bit with commissioning and start-up activities on many projects across many different kind of asset and processing types. Because what we do at the demo plant is such an excellent kind of mini corollary of what we do at the first commercial plant, it really is this kind of unique -- this unique training tool. And so yes, we continue to be pretty comfortable kind of incurring expenses there because it's going to pay off sort of large scale over the next sequence of projects.

Great. And I mean just directionally, do you have a sense of sort of over the next few years, where you might sort of peak and then plateau out as far as that expense category?

I can let Salah can talk about actual costs. I think we intend to keep that demo plant running for kind of the foreseeable future, Noel, until the point that team members are fully transferred. It served its purpose. And then there may be some other application for it elsewhere at some point in the future. But that's not been determined to date. It really is intended to be kept running for certainly the foreseeable future to be this critical training tool to allow us to move into a smooth commissioning and ramp-up as we can expect to achieve.

Got it. And any thoughts on sort of the cost would be great?

No, happy to opine on that, Noel. So I would expect that in the future, our demo plan expenses will be very consistent with the expenses that you saw come through during the fourth quarter of this past year.

Great. Okay. That's definitely helpful. And I guess my only other one was maybe just again, thinking about East Texas. Can you just sort of maybe characterize where you are in the process of the required drilling to gather data in East Texas. I'm assuming that still the focus is very much on delineation. And so just kind of wondering maybe what inning you think you are for establishing, I guess, the baseline for, say, a PFS going forward?

Andy, why don't you take that?

Yes, sure. Yes. So we've got several project areas in East Texas, No. The only one which is sort of public, if you like, is the Franklin project, which is sort of centered on Franklin County. So that's the best defined project within our portfolio of projects in East Texas to date, and it's the one that we issued a maiden inferred resource on. So that particular project, the Franklin project, where we are right now is we've been engaging in well reentry work for the last quarter or so, actually 2 quarters now, Noel, gaining additional reservoir data, resampling the wells, retesting and starting to get a much more complete understanding of the subsurface. At the same time, we have been doing some additional process testing work on the East Texas brines. That work will continue certainly for the next quarter or 2. There is some additional drilling planned within the Franklin project area. That's currently targeted to be later on this year. And we're going to be integrating both that additional process testing work with that additional subsurface exploration work and delineation, along with quite a lot of additional leasing in the Franklin project area with a view to producing kind of the first economic study, so a PFS I think as we're guiding within the next 12 months, we want to be as soon as is feasible, Noel. We think it's going to be a very important report for kind of the investors in Standard to truly get a sense of the real value that's present within our East Texas portfolio. Remember it's only one of the projects, but there's a lot of huge unrealized value in our existing portfolio that we really want to kind of get that out and show it to the market.

Great. And actually, you mentioned leasing. Are there any new entrants on the scene in East Texas?

I think we see more or less the same suite of other companies working in the East Texas area. No, we've not seen anything change substantially in the last sort of 3 to 6 months basically. So I would say leasing activity in general is moving along at a brisk pace. There is competition within the area. But it's maintaining, I would say, it's fairly stable as we're seeing it currently.

Your next question and final question comes from the line of Eric Boyes from Evercore.

And just one for me. Can you speak to where you may be seeing any inflationary pressures for Southwest Arkansas CapEx items and how you're going about mitigating those?

Andy, that one is for you as well.

You should be taking [indiscernible] Eric, yes, look, the FEED study is obviously pretty fresh still. And we feel pretty comfortable with where the vendor pricing kind of is relative to what we integrated into that FEED study. As we conclude the EPCC and the EPC contracts. Obviously, we have allowed for some price growth and inflationary effects in the final contract amount. So you will see some of that when those are finally announced. But because we did a very wide and extensive vendor outreach over a very conservative set of kind of engineering assumptions when we did the FEED work, we're not seeing a lot of actual real price growth in the key vendor packages to date.

At this time, there are no further questions. This concludes today's call. Thank you for attending, and you may now disconnect.