UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2025
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware | 333-274434 | 93-3205861 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1211 E 4th St.
Austin, Texas 78702
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 409-599-5706
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 | TE | The New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 17, 2025, T1 Energy Inc., a Delaware corporation (the “Company”) formerly known as “FREYR Battery, Inc.”, issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2024.
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The Company is furnishing a Fourth Quarter and Full Year 2024 Earnings Call presentation, dated March 17, 2025 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s fourth quarter and full year 2024 conference call to be held on March 17, 2025. The Presentation will also be available on the Company’s website at https://www.t1energy.com.
On March 17, 2025, the Company also announced that as part of its plan to become an American, vertically integrated solar and battery storage leader, it had selected Sandow Lake Ranch in Milam County, Texas as project site for the Company’s planned G2 Austin U.S. solar cell manufacturing facility.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Press Release, dated March 17, 2025, reporting T1 Energy Inc.’s financial results for the fourth quarter and year ended December 31, 2024. | |
99.2 | Fourth Quarter and Full Year 2024 Earnings Call presentation. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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, hereunto duly authorized.
T1 ENERGY INC. | ||
Date: March 17, 2025 | By: | /s/ Joseph Evan Calio |
Name: | Joseph Evan Calio | |
Title: | Chief Financial Officer |
2
Exhibit 99.1
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News Release |
T1 Energy Reports Fourth Quarter and Full-Year 2024 Results
Austin, TX and New York, NY, March 17, 2025, T1 Energy Inc. (NYSE: TE) (“T1” or the “Company”) reported financial and operating results for the fourth quarter and full-year 2024 today.
Headlines
§ | Production ramp at G1 Dallas ahead of plan. The ongoing ramp of production at T1’s state-of-the-art U.S. solar module manufacturing facility, G1 Dallas, is proceeding ahead of schedule. During January and February 2025, total module production of more than 220 MW exceeded plan by 48%. T1’s teams have now installed and commissioned four utility-scale production lines that are producing a mix of PERC and TOPCon modules. G1 Dallas is currently on track to achieve the Company’s 2025 production target of 3.4 Gigawatt (“GW”). |
§ | T1 selects Milam County, Texas for planned 5 GW U.S. solar cell manufacturing facility (“G2 Austin”). T1 has executed a lease and purchase option for 100 acres in Milam County, Texas, in the Advanced Manufacturing and Logistix Campus at Sandow Lakes. G2 Austin is expected to be one of the largest solar manufacturing facilities in the U.S., with a capital investment of up to $850 million, and is projected to create up to 1,800 new direct American advanced manufacturing jobs, contingent upon successful completion of agreements for both state and local incentives. |
“The fourth quarter and subsequent start of 2025 have been punctuated by our strategic repositioning as T1 Energy,” commented Daniel Barcelo, T1’s Chairman of the Board and Chief Executive Officer. “Having completed a transformative acquisition on an accelerated timeline, we are now focusing on the next phases of our plan to become an American, vertically integrated solar + battery storage leader. Our teams are making impressive progress with the ramp of U.S. solar module production at G1 Dallas, we are moving forward swiftly with project development of our planned G2 Austin U.S. solar cell facility, and we are executing our global corporate transformation to build a cash flow powerhouse. As we look forward to 2025 and beyond, we are excited about the growth prospects for the U.S. solar + battery storage market, and we are focused on establishing T1 as an engine of American energy, jobs, and advanced manufacturing.”
Highlights of the Fourth Quarter 2024 and Subsequent Events
§ | Announced transformative acquisition of Trina Solar’s U.S. solar manufacturing assets. On November 6, 2024, the Company announced that it had entered into an agreement to acquire the U.S. manufacturing assets of Trina Solar Co Ltd. (SHA: 688599) (“Trina”) for total consideration of $621 million. The transaction included the acquisition of a 5 GW, 1.35 million square foot solar module manufacturing facility in Wilmer, TX, which T1 subsequently named “G1 Dallas,” that started production on November 1, 2024. |
1 | News Release | T1 Energy Inc. | www.t1energy.com
§ | Achieved accelerated close of Trina acquisition. On December 24, 2024, T1 announced that the Company closed the transformative acquisition of Trina’s U.S. solar manufacturing assets in accordance with previously communicated timelines. |
§ | T1 achieves first commercial sales volumes from G1 Dallas. T1 reached a corporate milestone by generating its first commercial sales in Q4 2024 from G1 Dallas. For the short stub period in Q4 2024 after the close of the transaction, the Company recorded revenues of $2.9 million and a gross profit of $1.2 million. |
§ | Unveiled global corporate rebranding as T1 Energy and selected Austin, Texas as global headquarters. In February of this year, T1 launched a comprehensive global rebrand that included a new company name (formerly FREYR Battery, Inc.), corporate logo, a fresh visual identity, and a ticker symbol change. The T1 brand and the selection of Austin, Texas as the Company’s corporate headquarters align with T1’s rebirth as a company focused on delivering American energy, jobs, and advanced manufacturing. |
§ | Announced and completed sale of Coweta County Site in Georgia. In conjunction with T1’s relocation to Texas and strategic mandate to harvest value from non-core assets, the Company entered into a definitive agreement to sell its 268-acre site in Coweta County, Georgia to an undisclosed party for gross sales proceeds of $50 million. The transaction closed on February 14, 2025, and generated net proceeds to T1 of $22.5 million following repayment of previously received state and local grants. |
§ | T1 and Trina have filed a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS”) and the CFIUS process is ongoing. CFIUS approval of the transaction is a pre-cursor to achieving the first share conversion detailed in T1’s November 2024 transaction announcement. |
§ | Investing in American advanced manufacturing at G2 Austin. G2 Austin is T1’s third major investment in Texas, America’s #1 energy producer and a national leader in the solar space. With the addition of G2 Austin to G1 Dallas and T1’s new global corporate headquarters in Austin, the Company’s three facilities, all of which are located in the Texas Triangle, represent a combined investment more than $1.1 billion. Texas’ commitment to business growth and its strong and robust workforce makes it an ideal location for T1 to create more than 3,000+ direct jobs in less than three years. |
“Adding solar cell manufacturing is foundational to building out T1’s American supply chain. We are excited to take that next step right here in Texas, where the state’s leadership and business community has continued to develop the infrastructure, talent, and business climate necessary to support this project,” said Daniel Barcelo, T1’s CEO and Chairman of the Board. “We are grateful for the support we have received from the Wilmer, Austin, and Milam County communities and look forward to continuing to partner together moving forward.”
Business Outlook and Guidance
§ | No changes to 2025 financial and operating guidance. There are no changes to 2025 financial and operating guidance of $75 - $125 million estimated full-year 2025 EBITDA based on projected 2025 module production of 3.4 GW at G1 Dallas. In addition, there are no changes to projected EBITDA ranges of $175 - $225 million of annual run rate EBITDA based on optimized G1 Dallas production, and the $650 - $750 million annual run-rate EBITDA estimate based on optimized production at G1 Dallas and G2 Austin. |
2 | News Release | T1 Energy Inc. | www.t1energy.com
§ | Update on European Portfolio Optimization. T1 is committed to generating value from non-core assets and rationalizing costs from discontinued operations. Accordingly, the Company has reclassified its European operations as Discontinued Operations and has retained a financial advisor to support potential non-core asset sales. In addition, T1 has classified non-core assets including Giga Arctic and the Customer Qualification Plant (“CQP”) as Held for Sale and recorded a $312.9 million non-cash valuation charge. As of December 31, 2024, the Company determined the fair values less the cost of potential sales of Giga Arctic and the CQP to be $37.5 million and $5.6 million, respectively, offset by historical currency adjustments. |
Q4 and Full-Year 2024 Results Overview
§ | T1 Energy reported a net loss attributable to stockholders for the fourth quarter 2024 of $(367.2) million, or $(2.59) per diluted share compared to a net loss of $(24.2) million, or $(0.17) per diluted share for the fourth quarter of 2023. Net loss from continuing operations was $(30.8) million, or $(0.22) per diluted share for the fourth quarter of 2024 compared to $(0.5) million or zero per diluted share for the fourth quarter of 2023. Net loss from discontinued operations was $(336.4) million or $(2.37) per diluted share for the fourth quarter of 2024 compared to $(24.3) million or $(0.17) per diluted share for the fourth quarter of 2023. |
§ | For the full-year 2024 T1 reported a net loss attributable to stockholders of $(450.2) million, or $(3.20) per diluted share, of which $(2.75) per share was from discontinued operations, compared to a net loss for the full-year 2023 of $(71.9) million, or $(0.51) per diluted share, $(0.39) per share of which was from discontinued operations. |
§ | As of December 31, 2024, T1 had cash, cash equivalents, and restricted cash of $76.6 million. |
Presentation of Fourth Quarter and Full-Year 2024 Results
A presentation will be held today, March 17, 2025, at 8:00 am Eastern Daylight Time to discuss financial and operating results for the fourth quarter and full-year 2024. The results and presentation material will be available for download at https://ir.t1energy.com/overview/default.aspx
To access the conference call, listeners should contact the conference call operator at the appropriate number listed below approximately 10 minutes prior to the start of the call.
Participant conference call dial-in numbers:
USA / International Toll +1 (646) 307-1963
USA - Toll-Free (800) 715-9871
Canada - Toronto (647) 932-3411
Canada - Toll-Free (800) 715-9871
Conference call ID: 4407519
3 | News Release | T1 Energy Inc. | www.t1energy.com
A webcast of the conference call will be broadcast simultaneously at https://events.q4inc.com/attendee/520886257 on a listen-only basis. Please log in at least 10 minutes in advance to register and download any necessary software.
A replay of the webcast will be available at: https://ir.t1energy.com/events-and-presentations/presentations/default.aspx
About T1 Energy
T1 Energy Inc. (NYSE: TE) is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. In December 2024, T1 completed a transformative transaction, positioning the Company as one of the leading solar manufacturing companies in the United States, with a complementary solar and battery storage strategy. Based in Austin, Texas, with plans to expand its operations in America, the Company is also exploring value optimization opportunities across its portfolio of assets in Europe.
To learn more about T1, please visit www.T1energy.com and follow on social media.
Investor contact:
Jeffrey Spittel
EVP, Investor Relations and Corporate Development
jeffrey.spittel@T1energy.com
Tel: +1 409 599-5706
Media contact:
Amy Jaick
SVP, Communications
amy.jaick@T1energy.com
Tel: +1 973 713-5585
Cautionary Statement Concerning Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to the Company’s operational performance and profitability (including its strategic objective to become a vertically integrated U.S. solar and storage leader and an engine of American energy, jobs, and advanced manufacturing), creation of jobs in the U.S. and investments in project sites, the timing of production ramp of solar modules, progress on the anticipated timing, development and construction for G2, any production targets at the Company’s facilities, any financial and operating guidance, growth prospects for the U.S. solar and storage market and our ability to generate value from non-core assets and rationalizing costs from discontinued operations. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from the Company’s expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in (i) T1’s post-effective amendment no. 1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2024, (ii) T1’s Registration Statement on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023 and October 31, 2023, and (iii) T1’s annual report on Form 10-K filed with the SEC on February 29, 2024, and T1’s quarterly reports on Form 10-Q filed with the SEC on May 8, August 9 and November 12, 2024, and available on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date of this press release and are based on information available to the Company as of the date of this press release, and the Company assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law.
T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ sections. T1 also intends to use certain social media channels, including, but not limited to, X and LinkedIn, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 posts to its digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the information that it posts and to monitor such portions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls and webcasts. The contents of T1’s website and other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
4 | News Release | T1 Energy Inc. | www.t1energy.com
T1 ENERGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands)
As of December 31, | ||||||||
2024 | 2023 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 72,641 | $ | 253,339 | ||||
Restricted cash | 4,004 | 969 | ||||||
Inventory | 274,549 | — | ||||||
Advances to suppliers | 164,811 | — | ||||||
Other current assets | 2,256 | — | ||||||
Current assets of discontinued operations | 64,909 | 57,646 | ||||||
Total current assets | 583,170 | 311,954 | ||||||
Property and equipment, net | 285,187 | 1,747 | ||||||
Goodwill | 74,527 | — | ||||||
Intangible assets, net | 281,881 | — | ||||||
Right-of-use asset under operating leases | 111,081 | — | ||||||
Non-current assets of discontinued operations | — | 418,484 | ||||||
Total assets | $ | 1,335,846 | $ | 732,185 | ||||
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 61,708 | $ | 7,923 | ||||
Accrued liabilities and other | 91,346 | 9,781 | ||||||
Deferred revenue | 48,155 | — | ||||||
Derivative liabilities | 14,905 | — | ||||||
Current portion of long-term debt | 42,867 | — | ||||||
Current portion of long-term debt - related party | 51,500 | — | ||||||
Payables to related parties | 52,534 | — | ||||||
Current liabilities of discontinued operations | 51,009 | 31,480 | ||||||
Total current liabilities | 414,024 | 49,184 | ||||||
Long-term deferred revenue | 32,000 | — | ||||||
Convertible note - related party | 80,698 | — | ||||||
Operating lease liability | 101,787 | — | ||||||
Long-term debt | 188,316 | — | ||||||
Long-term debt - related party | 238,896 | — | ||||||
Deferred tax liability | 21,227 | 443 | ||||||
Other long-term liabilities | 21,761 | 2,026 | ||||||
Non-current liabilities of discontinued operations | — | 45,816 | ||||||
Total liabilities | 1,098,709 | 97,469 | ||||||
Commitments and contingencies | ||||||||
Redeemable preferred stock | ||||||||
Convertible series A preferred stock, $0.01 par value, 5,000 issued and outstanding as of December 31, 2024 (includes accrued dividends and accretion of $87) and none issued and outstanding as of December 31, 2023 | 48,375 | — | ||||||
Stockholders’ equity | ||||||||
Common stock, $0.01 par value, 155,928 issued and outstanding as of December 31, 2024 and 139,705 issued and outstanding as of December 31, 2023 | 1,559 | 1,397 | ||||||
Additional paid-in capital | 971,416 | 925,623 | ||||||
Accumulated other comprehensive loss | (58,975 | ) | (18,826 | ) | ||||
Accumulated deficit | (725,238 | ) | (274,999 | ) | ||||
Total stockholders’ equity | 188,762 | 633,195 | ||||||
Non-controlling interests | — | 1,521 | ||||||
Total equity | 188,762 | 634,716 | ||||||
Total liabilities, redeemable preferred stock, and equity | $ | 1,335,846 | $ | 732,185 |
5 | News Release | T1 Energy Inc. | www.t1energy.com
T1 ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In Thousands, Except per Share Amounts)
Three months ended December 31, | Years ended December 31, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Net sales | $ | 2,942 | $ | — | $ | 2,942 | $ | — | ||||||||
Cost of sales | 1,714 | — | 1,714 | — | ||||||||||||
Gross profit | 1,228 | — | 1,228 | — | ||||||||||||
General and administrative expenses | 31,383 | 14,507 | 75,491 | 65,527 | ||||||||||||
Total operating expenses | 31,383 | 14,507 | 75,491 | 65,527 | ||||||||||||
Loss from continuing operations | (30,155 | ) | (14,507 | ) | (74,263 | ) | (65,527 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Warrant liability fair value adjustment | (2,585 | ) | 8,515 | (1,291 | ) | 31,763 | ||||||||||
Loss from derivative liabilities | (14,905 | ) | — | (14,905 | ) | — | ||||||||||
Interest income (expense), net | (234 | ) | 3,907 | 3,393 | 9,949 | |||||||||||
Foreign currency transaction gain (loss) | 7 | 94 | 563 | (306 | ) | |||||||||||
Other income, net | 1,315 | 1,561 | 6,103 | 5,916 | ||||||||||||
Total other income (expense) | (16,402 | ) | 14,077 | (6,137 | ) | 47,322 | ||||||||||
Loss from continuing operations before income taxes | (46,557 | ) | (431 | ) | (80,400 | ) | (18,205 | ) | ||||||||
Income tax benefit (expense) | 15,771 | (102 | ) | 15,760 | (443 | ) | ||||||||||
Net loss from continuing operations | (30,786 | ) | (533 | ) | (64,640 | ) | (18,648 | ) | ||||||||
Net loss from discontinued operations, net of tax | (336,361 | ) | (24,253 | ) | (385,914 | ) | (54,448 | ) | ||||||||
Net loss | (367,147 | ) | (24,786 | ) | (450,554 | ) | (73,096 | ) | ||||||||
Net loss attributable to non-controlling interests | — | 634 | 402 | 1,151 | ||||||||||||
Preferred dividends and accretion | (87 | ) | — | (87 | ) | — | ||||||||||
Net loss attributable to common stockholders | $ | (367,234 | ) | $ | (24,152 | ) | $ | (450,239 | ) | $ | (71,945 | ) | ||||
Weighted average shares of common stock outstanding - basic and diluted | 141,848 | 139,705 | 140,538 | 139,705 | ||||||||||||
Net loss per share from continuing operations - basic and diluted | $ | (0.22 | ) | $ | — | $ | (0.46 | ) | $ | (0.13 | ) | |||||
Net loss per share from discontinued operations - basic and diluted | $ | (2.37 | ) | $ | (0.17 | ) | $ | (2.75 | ) | $ | (0.39 | ) | ||||
Net loss per share attributable to common stockholders per share - basic and diluted | $ | (2.59 | ) | $ | (0.17 | ) | $ | (3.20 | ) | $ | (0.51 | ) | ||||
Other comprehensive loss: | ||||||||||||||||
Net loss | $ | (367,147 | ) | $ | (24,786 | ) | $ | (450,554 | ) | $ | (73,096 | ) | ||||
Foreign currency translation adjustments, net of tax | (24,940 | ) | 20,089 | (40,149 | ) | (27,920 | ) | |||||||||
Total comprehensive loss | (392,087 | ) | (4,697 | ) | (490,703 | ) | (101,016 | ) | ||||||||
Comprehensive loss attributable to non-controlling interests | — | 634 | 402 | 1,151 | ||||||||||||
Preferred dividends and accretion | (87 | ) | — | (87 | ) | — | ||||||||||
Comprehensive loss attributable to common stockholders | $ | (392,087 | ) | $ | (4,063 | ) | $ | (490,388 | ) | $ | (99,865 | ) |
6 | News Release | T1 Energy Inc. | www.t1energy.com
T1 ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
For the years ended December 31, | ||||||||
2024 | 2023 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (450,554 | ) | $ | (73,096 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Share-based compensation expense | 7,751 | 11,595 | ||||||
Depreciation and amortization | 10,455 | 3,344 | ||||||
Loss from classification to held for sale | 312,896 | — | ||||||
Reduction in the carrying amount of long-term investments due to license termination | 21,028 | — | ||||||
Change in fair value of derivative liabilities | 14,905 | — | ||||||
Deferred income taxes | (22,159 | ) | — | |||||
Reduction in the carrying amount of right-of-use assets | 1,988 | 1,351 | ||||||
Warrant liability fair value adjustment | 1,291 | (31,763 | ) | |||||
Convertible note fair value adjustment | — | (1,074 | ) | |||||
Share of net loss of equity method investee | 596 | 379 | ||||||
Foreign currency transaction net unrealized gain | (1,538 | ) | (19,648 | ) | ||||
Other | 838 | 469 | ||||||
Changes in assets and liabilities: | ||||||||
Prepaid assets and other current assets | (7,885 | ) | 4,487 | |||||
Accounts payable, accrued liabilities and other | 10,004 | 20,039 | ||||||
Operating lease liability | (2,433 | ) | (4,012 | ) | ||||
Net cash used in operating activities | (102,817 | ) | (87,929 | ) | ||||
Cash flows from investing activities: | ||||||||
Proceeds from the return of property and equipment deposits | 22,735 | — | ||||||
Proceeds from property related grants | — | 3,500 | ||||||
Purchases of property and equipment | (50,830 | ) | (187,823 | ) | ||||
Business acquisition, net of cash acquired | (109,636 | ) | — | |||||
Investments in equity method investee | — | (1,655 | ) | |||||
Purchases of other long-term assets | — | (1,000 | ) | |||||
Net cash used in investing activities | (137,731 | ) | (186,978 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of redeemable preferred stock | 50,000 | — | ||||||
Payment for non-controlling interest | (4,130 | ) | — | |||||
Net cash provided by financing activities | 45,870 | — | ||||||
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | (4,419 | ) | (12,396 | ) | ||||
Net decrease in cash, cash equivalents, and restricted cash | (199,097 | ) | (287,303 | ) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 275,742 | 563,045 | ||||||
Cash, cash equivalents, and restricted cash at end of period | $ | 76,645 | $ | 275,742 | ||||
Reconciliation to consolidated balance sheets: | ||||||||
Cash and cash equivalents | $ | 72,641 | $ | 253,339 | ||||
Restricted cash | 4,004 | 969 | ||||||
Restricted cash presented within current assets of discontinued operations | — | 21,434 | ||||||
Cash, cash equivalents, and restricted cash | $ | 76,645 | $ | 275,742 |
7 | News Release | T1 Energy Inc. | www.t1energy.com
Exhibit 99.2
_0 1 TM Q4 and Full - Year 2024 Earnings Call T1 Energy _ Q4 and Full - year 2024 Earnings Call G1 Dallas Pictured: Various stages of G1 Dallas solar panel production process.
_0 2 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call Important Notices Forward Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . All statements, other than statements of present or historical facts included in this presentation, including, without limitation, with respect to T1 Energy, Inc.’s (“T1”) operational performance and profit abi lity (including its strategic objective to become a vertically integrated U.S. solar and storage leader and ability to optimize its U.S. marketing program and stack high - return solar and solar manufacturing projects), T1’s ability to execute a rapid global corporate transformation, T1’s creation of jobs in Texas and investments in project sites, the timing of production ramp of solar modules and facilities, progress on th e a nticipated timing, development and construction for G2 Austin, any production targets and estimated project economics (including potential funding sources at T1’s facilities), any financial and operating gu idance, growth prospects for the U.S. solar and storage market, T1’s ability to generate sales and value from non - core assets, T1’s ability to advance capital formation initiatives to fund the next phase of i ts U.S. growth strategy, any anticipated benefits of the U.S. Inflation Reduction Act and any other government incentives, any anticipated benefits and operating metrics of G1 Dallas and G2 Austin, the timing an d p rogress of CFIUS approval, the timing and T1’s ability to convert project financing construction loans, the strategic rationale for the selection of the G2 Austin project site, expected U.S. domestic co ntent and any anticipated benefits and related benchmarks of such content and T1’s ability to execute on its key priorities to generate value for its shareholders are forward - looking statements. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ mater ially from the expected results. Most of these factors are outside T1’s control and are difficult to predict. Additional information about factors that could materially affect T1 is set forth under the “Risk F act ors” section in (i) T1’s post - effective amendment no. 1 to the Registration Statement on Form S - 3 filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2024, (ii) T1’s Registration Statement on F orm S - 4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023 and October 31, 2023, and (iii) T1’s annual report on Form 10 - K filed with t he SEC on February 29, 2024, and T1’s quarterly reports on Form 10 - Q filed with the SEC on May 8, August 9 and November 12, 2024 and available on the SEC’s website at www.sec.gov. Except as otherwise requ ire d by applicable law, T1 disclaims any duty to update any forward - looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation. Should underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward - looking statements. T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to in ves tors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ sections. T1 also intends to use certain social media channels, including, but not limited to, X (Twitter) and LinkedIn, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 posts to its dig ital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the information that it posts and to monitor such port ions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls and webcasts. The contents of T1’s website and other so cial media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
_0 3 TM Participants and Agenda T1 Energy _ Q4 and Full - year 2024 Earnings Call Daniel Barcelo Chairman of the Board and Chief Executive Officer Evan Calio Chief Financial Officer Jaime Gualy EVP, Corporate Development ▪ Key messages ▪ Overview of T1 Energy and U.S. solar + storage market focus ▪ Business update: G1 Dallas operations, G2 Austin solar cell project site selection ▪ Transaction update and timeline ▪ Financial summary ▪ G2 Austin project development overview ▪ 2025 - 2026 operating and financial guidance ▪ T1 is strategically focused on maximizing U.S. domestic content Prepared Remarks Q&A Rob Gibbons EVP, Strategic Partnerships B ørge Sel stad SVP, Operations General Manager (Incoming), G1 Dallas J eff Spittel EVP, Investor Relations and Corporate Development
_0 4 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call Key Messages Fueling the next phase of T1’s strategic development ▪ T1 is executing a rapid global corporate transformation to focus on the U.S. solar + battery storage markets ▪ T1 has acquired and is operating G1 Dallas, one of the world’s most advanced solar module manufacturing facilities ▪ G1 Dallas U.S. solar module production ramp is ahead of plan ▪ Selected Sandow Lake Ranch in Milam County, TX as site for G2 Austin 5.0 GW U.S. solar cell manufacturing facility ▪ CFIUS process ongoing after parties to transaction filed joint voluntary notice ▪ No changes to initial 2025 - 2026 financial and operating guidance ▪ Advancing capital formation initiatives to fund next phase of T1’s U.S. growth strategy ▪ Executing non - core asset sales and European Portfolio Optimization Developing pathways to maximize U.S. domestic content of T1’s solar modules
_0 5 TM Overview of T1 Energy Unique leadership position in U.S. solar manufacturing sector ▪ T1 is focusing on the growing U.S. solar + storage market opportunity tied to surging domestic electricity demand growth ▪ T1 is one of the largest solar module producers in the U.S. with approximately 10% of domestic module capacity, at nameplate capacity 1 ▪ T1 is differentiated as the U.S. company capable of delivering domestic content with industry leading P - type and N - type technologies at scale Executing multi - phase corporate transformation to establish vertical solar integration at scale in U.S. ▪ State - of - the - art G1 Dallas 5.0 GW solar module facility creates T1’s manufacturing platform ▪ G2 Austin U.S. solar cell facility is a key first step of T1’s vertical integration strategy ▪ Focused on achieving scale across solar value chain while increasing domestic content offerings for customers ▪ Establishing a robust, secure, U.S. energy supply chain while creating new American jobs T1 brings a differentiated value proposition to U.S. customers ▪ Focused on developing pathway to maximize the U.S. domestic content of solar modules ▪ Full access to Trina’s leading and evolving technology portfolio through IP licenses ▪ Services contracts to leverage Trina’s operational and supply chain expertise Establishing an American advanced manufacturing U.S. solar + battery storage leader T1 Energy _ Q4 and Full - year 2024 Earnings Call G1 Dallas 1 Clean Energy Associates.
_0 6 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call T1 is Focused on Solar + Battery Storage T1 is aligned with the large and rapidly growing U.S. solar + battery storage markets Solar + storage developments are cost - competitive and can be deployed rapidly ▪ Solar and battery industries cost structures are declining rapidly, fueling development ▪ Solar is a leading option for any near - term power growth initiatives — alternative sources, including natural gas would significantly delay implementation of much needed projects ▪ Other low carbon options, especially nuclear, face lengthy development and implementation timelines, making less adaptable and suitable to urgent energy needs The solar market is expected to continue growing rapidly ▪ More than 80% of U.S. utility - scale electrical generation installations in 2024 were based on solar and/or battery storage 1 ▪ Additions supported by growing U.S. power demand and electrification growth ▪ Installations expected to accelerate over the medium - term as grids debottleneck ▪ Most U.S. solar supply chain segments to remain undersupplied towards 2030, creating opportunity for T1 Batteries unlock potential for additional solar installation growth ▪ The reliability features of solar + battery systems are becoming increasingly critical as the power mix grows more reliant on intermittent sources ▪ Batteries have proven to be a viable pathway to enhance stability of the grid Significant growth implied by solar + battery interconnection queues (GW DC ) Source: Rystad Energy as of March 2025. 28 67 96 102 222 227 233 454 470 ISO-NE NYISO SPP Southeast (non-ISO) ERCOT PJM MISO West (non-ISO) CAISO Solar+Storage Solar Battery 1 EIA
_0 7 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call Executing to Plan December 2024: Closed acquisition of Trina’s U.S. solar manufacturing assets on schedule February 2025: Established Austin, Texas as global corporate HQ February 2025: Completed sale of Georgia property for net proceeds of $22.5 million February 2025: Launched T1 Energy global rebranding Highlights of T1’s strategic repositioning March 2025: Announced site selection for G2 Austin U.S. solar cell facility March 2025: Reported G1 Dallas production ramp ahead of plan
_0 8 TM G1 production output ahead of plan ▪ Combined Jan - Feb 2025 G1 module production exceeded planned production by 48% ▪ Four of seven production lines have been installed, commissioned, and brought online ▪ On track to achieve 2025 production target of 3.4 GW ▪ Three PERC lines and one TOPCon line on production, all manufacturing utility - scale modules ▪ Building inventory buffer (currently 245 MW warehoused) to ensure consistency of delivery cadence Commercial update ▪ Delivering under the 1 GW/annum Trina U.S. offtake contract ▪ First deliveries under the 500 MW R.W.E. offtake contract expected in Q1 2025 Expect to convert G1 Dallas project financing construction to term loan in Q2 2025 ▪ Loan conversion expected to be completed prior to April 30, 2025 ▪ Conditioned upon successful installation, commissioning, testing, and third - party certification of all seven production lines Key priorities and action items ▪ Convert construction loan in Q2 2025 ▪ Continue to integrate operations teams and engage in knowledge sharing ▪ Develop offtake portfolio through integrated marketing program ▪ Accelerate implementation of T1’s safety protocols T1 Energy _ Q4 and Full - year 2024 Earnings Call G1 Dallas Operations Update Production ramp ahead of schedule at T1’s state - of - the - art U.S. module manufacturing facility 0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0 Jan. 2025 Feb. 2025 G1 Output (MW) G1 Jan - Feb. 2025 Production vs. Plan Production Plan (MW) Actual Production (MW)
_0 9 TM ▪ Significant future EBITDA accretion expected with upstream vertical integration into U.S. solar cell manufacturing ▪ Positions T1 to be one of the few future integrated U.S. cell/module manufacturers ▪ Provides module customers with increased U.S. domestic content to be well - poised to qualify for meaningful Section 48E incentive bonuses T1 Energy _ Q4 and Full - year 2024 Earnings Call Announcing G2 Austin T1 has selected the Advanced Manufacturing and Logistix campus in Milam County, Texas for its planned U.S. solar cell manufac tur ing facility G2 Austin Project Summary Capacity : 4.8 - 5.1GW nameplate (product dependent) Product: 8 Lines with mix of 210RN and 210N Site: 100 acres in the Advanced Manufacturing and Logistix Campus at Sandow Lakes in Milam County, TX Timeline: ▪ Estimated start of project execution in Q2 - Q3 2025 ▪ Estimated start of production in Q4 2026 Project economics: ▪ Estimated Capex of $850 million ▪ Estimated annual run rate EBITDA contribution at full production: $500 million Status ▪ Advancing detailed engineering ▪ Preparing to issue RFPs to general contractors and potential suppliers of production line equipment G2 Austin Rendering G2 Austin Strategic Rationale
_0 10 TM Transaction closing achieved in December 2024 ▪ Trina’s Swiss entity received 9.9% of T1 common equity, post - money ▪ First $50 million preferred tranche from Encompass Capital Advisors LLC issued CFIUS process ongoing ▪ Parties to the transaction have filed a joint voluntary notice with CFIUS ▪ CFIUS approval is pre - condition to first share conversion to 19.9% of T1 shares (“First Conversion”) ▪ Shareholder vote is required to trigger issuance of 1.5% of T1 shares to Trina employees (“Second Conversion”) T1 Energy _ Q4 and Full - year 2024 Earnings Call Transaction Update and Timeline Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Transaction Announcement Closing (9.9% of T1 shares post - money) First Conversion Upon obtaining CFIUS approval Second Conversion Upon obtaining T1 shareholder approval Nov. 5, 2024 Dec. 24, 2024 Transaction Steps Proceeding with next steps of transaction
_0 11 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call Summary of notable changes to T1’s financials T1 Financial Summary Closed acquisition of Trina’s U.S. solar manufacturing assets on accelerated schedule in Q4 2024 ▪ Transaction consideration included $150 million of cash, 9.9% of T1 common equity, and previously disclosed assumption of debt T1 achieved first revenues in Q4 2024 ▪ Generated revenues of $2.9 million from G1 Dallas after transaction closing Overview of T1’s assets ▪ Inventory of $275 million from G1 Dallas production ▪ $165 million in advances to suppliers ▪ $65 million of current assets from discontinued operations Overview of T1’s liabilities ▪ Current portions of long - term debt (“LTD”) and LTD to related parties of $94 million ▪ Assumed $81 million convertible note from Trina ▪ LTD and LTD – related party total of $427 million Expect conversion of G1 Dallas construction loan in Q2 2025 ▪ Expect to convert to term loan before April 30, 2025 ▪ Conversion is conditioned upon all seven production lines being installed at G1 Dallas Reclassified legacy European assets as Discontinued Operations ▪ Recording $312.9 million non - cash valuation charge on asset portfolio ▪ Giga Arctic and CQP designated as Held for Sale ▪ Giga Arctic and CQP respective fair values of $37.5 million and $5.6 million less potential cost of sales T1 Balance Sheet Summary 1 As of As of $ in millions 31-Dec-24 31-Dec-23 Cash and cash equivalents $73 $253 Other current assets $511 $59 Net, property, plant, & equipment$285 $366 Other assets $467 $54 Total assets $1,336 $732 Current liabilities $414 $49 Other liabilities $685 $48 Preferred stock $48 $0 Shareholders' equity $189 $635 Total liabilities & equity $1,336 $732 1 Unaudited financial summary.
_0 12 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call G2 Austin is the key step to developing a pathway to maximize U.S. domestic content of T1’s solar modules G2 Austin Project Development Overview Authorizing initial project development spending on G2 Austin ▪ T1’s project team is Initiating FEED work ▪ Targeting start of project execution in Q2 - Q3 2025 Potential funding sources for G2 Austin ▪ Traditional project financing of up to 50% of G2 Austin project capital costs ▪ Mezzanine financing: discussions in progress ▪ Forward 45X Production Tax Credit monetization ▪ Customer cash deposits tied to offtake contracts ▪ Second $50 MM Encompass Capital Advisors LCC preferred tranche ▪ Non - core asset sales March 2025: G2 site selection activates project financing process Q2 2025: Projected G2 offtake contracts finalized Q2/Q3 2025: Projected close of G2 financing and start of construction Q4 2026: Projected start of G2 solar cell production G2 project development milestone road map
_0 13 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call Positioned to deliver significant potential earnings and valuation upside for T1 shareholders Unchanged 2025 - 2026 Operating and Financial Guidance Integrated G1_Dallas Operting and Financial G1_Dallas 2025 Exit+ G2_Austin Annual Guidance Summary 2025E Annual Run-Rate Run-Rate Annual Module Production (GW) 3.4 5.0 5.0 Annual Cell Production (GW) -- -- 5.0 Sales channel: contracted/merchant (%)45%/55% 30%/70% 40%/60% Projected module cost ($/W) $0.300 - $0.325 $0.275 - $0.300 $0.275 - $0.300 Estimated EBITDA ($ millions) $75 - $125 $175 - $225 $650 - $700
_0 14 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call Focused on maximizing U.S. domestic content of T1’s solar modules Vertically Integrating T1’s U.S. Solar Supply Chain Executing multi - stage plan to expand the domestic content share of T1’s solar modules ▪ G2 Austin U.S. solar cell facility is the centerpiece of T1’s domestic content strategy ▪ Advancing interim options to source additional module components from U.S. suppliers IRA presents T1’s customers with opportunities to stack domestic content bonuses ▪ Section 48E Clean Energy Investment Tax Credits allow for domestic content bonuses of up to 10% of a project’s value for using American - made steel, iron, and manufactured products Domestic content helps U.S. solar developers maximize government incentives and ensures that developers meet regulatory requirements ▪ Provides our developer partners with a reliable domestic logistics network ▪ Developing a domestic solar supply chain fosters job creation within the U.S. economy ▪ Boosts U.S. energy independence by using domestically produced components T1 is evaluating domestic component sourcing options in addition to G2 Austin ▪ Road map in place to surpass DC% thresholds under section 48E Source: U.S. Treasury, T1 Energy.
_0 15 TM T1 Energy _ Q4 and Full - year 2024 Earnings Call Committed to generating value for T1 shareholders Key Priorities Advance T1’s corporate transformation Expand T1’s American made supply chain Build a cash flow powerhouse ▪ Ramp G1 Dallas production ▪ Advance G2 Austin project and commercial development ▪ Pursue options to maximize U.S. domestic content ▪ Execute organizational integration at G1 ▪ Optimize U.S. marketing program ▪ Proceed with transaction next steps including G1 construction loan conversion ▪ Progress capital formation initiatives ▪ Establish an integrated U.S. solar value chain ▪ Stack high - return solar + storage manufacturing projects