TE - NYSE

Thank you for standing by, and welcome to the T1 Energy Fourth Quarter 2024 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] I'd now like to turn the call over to Jeffrey Spittel, EVP, Investor Relations and Corporate Development. You may begin.

Good morning, and welcome to T1 Energy's fourth quarter and full year 2024 earnings conference call. With me today on the call are Dan Barcelo, our Chief Executive Officer and Chairman of the Board; Evan Calio, our Chief Financial Officer; Jaime Gualy, our Executive Vice President of Corporate Development; Rob Gibbons, our EVP of Strategic Partnerships and Borge Selstad, our SVP of Operations. During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectations. Most of these factors are outside T1's control and are difficult to predict. Additional information about risk factors that could materially affect our business are available in our S-1 and Annual Report on Form 10-K filed with the Securities and Exchange Commission, which are available on the Investor Relations section of our website. With that, I'll turn the call over to Dan.

Thanks, Jeff and welcome, everyone to our first quarterly earnings call as T1 Energy. To put it mildly, it has been a busy last several months following T1's transformative acquisition of Trina Solar's U.S. manufacturing assets, and we are excited to update you on our recent progress and our vision for the business today. Today's headline is that this is a completely different company than when we spoke to you last in November of 2024. T1 is now a commercial enterprise that is generating revenues and we now own and operate a state-of-the-art manufacturing facility here in the company's new home of Texas. And today, we announced our plans to make the significant new investment here in Texas to create jobs and provide scalable, reliable, low-cost energy for America. None of this will be possible without the support of our shareholders, partners and customers for whom we are grateful. With G1 Dallas up and running, we are excited to showcase this highly automated and efficient facility, as we did recently when we hosted a group led by Goldman Sachs for our first investor tour. So T1 is open for business. Our teams are energized, focused and playing offense 24/7 to achieve the big aspirations we have for T1 in 2025 and beyond. Now let's start on Slide 4 with our key messages for today. We are executing a rapid corporate transformation of T1, highlighted by the Trina acquisition and the implementation of our new strategy as one of the largest U.S. solar module producers, the launch of our corporate rebranding as T1 Energy, the relocation of our global headquarters to Austin, Texas, integration activities as part of new organization and the start of our commercial journey with the achievement of our first revenues. The centerpiece of this transformation is G1 Dallas, which is one of the most advanced solar module manufacturing facilities in the world. Thanks to the dedication of our operating teams, we are pleased to report this morning that the ongoing ramp of module production at G1 is proceeding considerably ahead of plan. While operations have been ramping at G1, our corporate leadership team has been working in parallel to advance the key initiatives that will drive the next phase of T1's growth. This morning, we announced that we have finalized the selection of Sandow Lakes Ranch in Milam County, Texas as a project site for our planned 5 gigawatt U.S. solar cell manufacturing facility, which was named G2 Austin. Having closed the acquisition on schedule, the process with the committee on foreign investment in the United States is ongoing after the parties to the transaction filed a joint voluntary notice. And finally, as Evan will detail shortly, our initial 2025, 2026 operational financial guidance is unchanged. We are advancing capital formation initiatives to fund construction of G2 Austin and other growth opportunities and we are pursuing noncore asset sales of our legacy European portfolio. Turning to Slide 5. Let us start today with an overview of T1 Energy and our value proposition. We are now one of the largest solar module manufacturers in the United States with G1 Dallas representing roughly 10% of installed domestic capacity. Among U.S. companies with a domestic module manufacturing footprint we believe that T1 is the only U.S. company with the capability to deliver U.S. manufactured modules with industry-leading PERC and TOPCon technologies through our commercial partnership with Trina. G1 Dallas provides a fund with a state-of-the-art U.S. manufacturing platform from which we intend to vertically integrate up the domestic solar value chain. Today, we announced an important next step to advance this strategy with the site selection for our planned G2 Austin solar cell manufacturing facility and we are engaged with potential partners to accelerate further upstream on the value chain with the objective of maximizing the domestic content of our products. In the process, we expect to establish an American solar supply chain that creates new jobs for the communities in which we operate. We expect to competitively differentiate T1 by pairing our domestic content strategy with our access to Trina's technology portfolio, while we onshore solar operations and supply chain expertise. Developers want U.S. domestic content to maximize bonuses under the Inflation Reduction Act and to reduce their exposure to tariffs, but they also demand solar and storage products that are highly energy efficient. T1 plans to deliver solutions that check all those boxes for our customers. Now let's turn to Slide 6 for a look at the U.S. solar battery and storage opportunity that is T1's strategic focus. Our corporate transformation positions us to build on our U.S. solar manufacturing position and to leverage our team's expertise in the battery market. Solar and battery storage developments are among the fastest-growing resources of electricity supply in the U.S. based on declining costs and the speed with which our customers can bring projects online. Demand for these solutions in the U.S. is expected to continue growing. The emergence of power-intensive industries such as AI and cryptocurrency, and the electrification of the transportation sector will necessitate significant investment in the U.S. grid. Solar and battery storage is emerging as a preferred solution to provide low carbon reliable, cost competitive power while enhancing grid reliability. We plan to build T1's U.S. manufacturing vertical and commercial enterprise to establish a U.S. domestic content leader in the solar and battery storage market. Turning to Slide 7. Let's review the recent progress we have made to transform T1. As I said earlier, this is a completely different company than when we spoke last with you in November of '24, and our transformation and growth are just the beginning. After announcing the transformative acquisition of Trina's U.S. solar manufacturing assets in early November, we successfully closed the transaction on an accelerated time-line in December 2024. In February, we relocated our global headquarters to Austin, Texas, which has become a hub of renewable energy talent that we can tap into to build our organization. We'll be moving into our new headquarters in Austin later this month. In conjunction with our relocation, we completed the sale of our Coweta County, Georgia land for net proceeds of $22.5 million. Later in February, we announced the launch of our global rebranding as T1 Energy. The T1 brand aligns with our vision to build American solar and battery storage supply chains to deliver scalable, reliable, low-cost energy and to create American jobs as we grow our business. This morning, we are pleased to announce that we have selected Sandow Lakes Ranch in Milam County, Texas as a project site for our planned 5 gigawatt U.S. solar cell manufacturing facility, G2 Austin. Site selection for development of this size typically takes about a year. And thanks to the work of our project development team, we have completed the process in approximately 100 days. We have a small team of folks working on several initiatives at once and this achievement is a testament to the dedication and skill of T1's people. And finally, this morning, we report that the ramp of solar module production at our G1 Dallas facility is proceeding well ahead of schedule. T1 is now a revenue generating company with a world-class operating asset. Although we are pleased that we have begun our commercial journey with our first revenues, our potential earnings power in 2027 and onward as we integrate our U.S. solar for operations is what really excites us. And as we indicated in the November '24 transaction presentation, our planned U.S. solar cell facility, G2 Austin is expected to be T1's earnings and cash flow engine as we get beyond 2026. So we are pleased to have completed and announced site selection today on our accelerated time line. On Slide 8, we provide an update on our operations at G1 Dallas, T1's state-of-the-art U.S. solar module manufacturing facility. This morning, we reported the production output at G1 is significantly ahead of plan. For the month of January and February, actual production exceeded our forecast by nearly 50%, which speaks to the quality of our operations teams, who are working with leading edge, proven production line equipment technology. With four lines already on production and construction installation activities expected to be complete during the first half of 2025, we are on track to achieve our full year 2025 production target of 3.4 gigawatts. The production output of G1 has enabled us to build an inventory buffer to ensure timely deliveries to our customers as offtake contracts are activated and merchant sales commence. As Evan will detail shortly, we expect to convert the G1 construction loan that we inherited to a term-loan from our consortium banks in the second quarter. The loan conversion is another milestone in T1's financial and commercial development. Going forward, our priorities for G1 are to convert the construction loan, continue our integration and knowledge-sharing efforts as we staff up operations, develop our offtake portfolio of 2026 and beyond through our integrated marketing and sales initiatives and drive adoption of T1's internal safety protocols. On behalf of the T1 Board of Directors and management team, I wish to thank our people at G1 Dallas for delivering right start from the world-class operating asset. Now let's turn to Slide 9 to discuss today's landmark announcement of our planned U.S. solar cell manufacturing development, G2 Austin. Today, we announced that T1 has selected Sandow Lakes Ranch in Milam County, Texas as the project site for G2 Austin. As we highlighted in the November 2024 transaction presentation, migrating upstream on the U.S. solar value chain in domestic cell production presents a meaningful EBITDA generation opportunity for T1. Bringing this facility online will position T1 as one of the few integrated U.S. cell and module producers and this integration strategy is intended to provide T1's module customers with enhanced domestic content and the potential to stack the associated Section 48-E bonuses. With site selection complete, our teams are preparing to commence detailed engineering while we advance our capital formation initiative to fund construction of G2 Austin. Accordingly, we are still targeting a start of construction around midyear in either Q2 or Q3 2025, and we anticipate first production in Q4 2026. Moving to Slide 10. I will update you on the transaction time lines and milestones. The transaction closed on the accelerated schedule in December 2024, as part of the transaction consideration, Trina's Swiss entity received 9.9% of T1's common equity post money and a $50 million preferred tranche from Encompass Capital was issued. As previously communicated, we have submitted a voluntary filing with the Committee on Foreign Investment in the United States, or CFIUS. CFIUS approval is a precondition to the first anticipated share conversion we highlighted in the November transaction announcement. As we also indicated in November, a second share conversion would follow and be conditioned upon a shareholder vote later this year. And with that, I'll turn the call over to Evan.

Thank you, Dan. Starting on Slide 11. I'll take you through our financials highlights from 4Q and some key finance initiatives. As Dan mentioned, we closed the transaction shortly before year-end and G1 Dallas is our first commercial asset and operations. This is a completely new company and is visible in the financials. The acquisition is fully reflected in our balance sheet for 12/31 and '24, while the incoming cash flow statements cover eight days of Q1 operations. I'll walk you through some of the associated changes to our financials, but this will be visible in greater detail in our 10-K that should be filed shortly. The highlights. I'll start with P&L. I'm pleased to report that T1 is no longer a pre-revenue company during the eight days in 4Q '24 following the close of this transaction, T1 generated the first revenues in the company's history with sales from G1 Dallas, and we continue to make sales in Q1 '25. With current production ramping at G1 into year-end, you can see that we have significant working capital builds and inventory and other current assets such as supplier advances. On the other side of the balance sheet, current liabilities are highlighted by a $48 million deferred revenue associated with customer offtakes. These are advanced payments. They reflect 50% of the quarterly price on our two cost-plus offtake contracts in each quarter. In addition, we assumed long-term debt of $427 million from Trina, an $81 million convertible note as per the terms of the transaction. Turning our attention to G1 Dallas facility. We expect to complete the conversion, as Dan had mentioned, of the G1 construction loan to a term loan on or before April 30. A conversion, and this is important, the conversion is conditioned upon installation, commissioning, testing and an independent engineer's opinion that all seven production lines are on and operating in their intended purpose. We're on track to achieve that, thanks to the excellent work of border and our operations team. As Dan noted earlier, we are executing an accelerated global strategic transformation of T1. So while we're building our business, staffing key positions and ramping up operations in the U.S., we’re also winding down our legacy operations in Europe. Accordingly, we have reclassified our European business as discontinued operations, recorded a $313 million noncash charge for our legacy assets, and designated Giga Arctic and the CQP as held for sale and marked down their aggregate value to $43 million. These assets Giga Arctic and CQP are held for sale and will be marked-to-market on a quarterly basis. We are committed to generating value for our legacy assets, and we have retained a financial adviser to run a sale process for non-core assets, which is focused on Giga Arctic. The facility is attracting interest through its location, the abundance of hydroelectric power in the region and could potentially be repurposed as a data center or for other power-intensive application. Let's turn to Slide 12 and some financial color on our G2 Austin U.S. solar cell project. As we indicated in November, this manufacturing facility is the centerpiece of our U.S. solar vertical integration strategy and is the key step to developing the pathway to maximizing the domestic content of our solar modules from T1. As Dan indicated, domestic content is demanded by utility-scale developers and has attractive margins. I would like to start by recognizing the outstanding work of our project development team and reaching site selection on an accelerated time-line that completed the process that typically takes more than a year in approximately 100 days, which is a meaningful achievement. With site selection finalized on the accelerated time line, our Board has authorized the initial project development spending on G2, including feed work, and we are targeting a start of project execution in 2Q and 3Q of this year. Site selection is also a critical step and a critical T1's commitment that will allow us to execute long-term offtake contracts with high credit quality off-takers for higher domestic content module, this will underpin our project financing. Finance is active in securing financing for G2 estimated $850 million of CapEx. Firstly, we expect project financial accounts for up to or exceeding 50% of the cost. But we have flexibility of other sources of the balance that include 1 or 2 mezzanine financing. We are engaged in active discussions with potential capital providers; two, forward 45x tax credit monetization. This is our module not sell 45x, so it is a producing asset and remind that full capacity, the gross amount of our annual PTCs is $259 million, our merchant PTCs. Third, customer cash down payments tied to new off-take contracts -- these are also in current negotiations. And as a point of reference, our RWE contract of 500 megawatts at a [$40] (ph) million deposit that was without domestic content. Number four, as previously noted, the second preferred tranche of $50 million from Encompass Capital, which is conditions against certain project milestones and really lastly, noncore asset sales. Following the sale of our Coweta Georgia site, which closed in February. We continue to pursue the European portfolio optimization as a potential source of funding. We expect to have more updates in the following quarters as our finance strategy matures. Let's move to Slide 13 for a quick review of our unchanged operational and financial guidance. Guidance is built on production, sales and cost guidance. As Dan covered, mechanical operation of the facility is pacing better than expected. Our sales, we began delivering on the 1 gigawatt Trina contract in January, and we expect the 500 megawatt RWE contract will commence later this month and maintain 500 megawatts in 2025. Trina is our sales agent for our 1.9 gigawatts of merchant volumes in 2025, and we are in conversations with many large-scale utility developers. As you can see from the summary table, this builds to a target full year 2025 EBITDA guidance range of $75 million to $125 million, which implies an exit rate at 5.2 gigawatts of $175 million to $225 million. And more importantly, with the project development now underway at Q2, we are in the early stages of building an integrated U.S. solar cell and module manufacturing operation, which is projected to generate an annual run rate of $600 million to $700 million. That is the [price] (ph). So these are all busy and exciting times as I've mentioned the T1, we are grateful to the support of our investors with the initial phase of our corporate transformation, and we're committed to stacking high-return opportunities to generate shareholder value. And with that, I'll turn the call over to Jaime for an overview of T1's solar vertical integration strategy.

Thanks, Evan. Let's move to Slide 14. The acquisition of G1 Dallas now gives T1 an American manufacturing platform to maximize U.S. domestic content. The start of the G2 Austin U.S. solar cell project is the first key step to achieving that objective. Given that an American manufactured solar module with a domestic cell would satisfy 38% of the domestic content requirements for developers. While we’re constructing that facility, we will pursue options to source additional components from U.S. suppliers with a goal of helping our customers achieve domestic content threshold that qualify for bonuses under Section 48E of the Inflection Reduction Act. Solar developers are looking for U.S. partners who could supply them with proven, leading-edge technology solutions, provide reliable service and help them maximize these incentives. We now have a road map in place to help our customers qualify for these bonuses, and we are positioning T1 to be a leading strategic partner in the U.S., while we create American manufacturing jobs and deliver much needed energy at scale. And with that, I'll turn the call back over to Dan for concluding remarks.

Thanks, Jaime. Let's turn now to Slide 15 before we take your questions. Following the transformative acquisition we closed Q4, we have hit the ground running in 2025, and we are committed to generating meaningful value for our shareholders. The first element in the strategy is to advance our corporate transformation. The next items are to do list are to complete our integration efforts with G1 teams, optimize our U.S. marketing program to develop our commercial channels and to proceed through the next stages of the transaction, including the expected G1 construction loan conversion in Q2. The second piece is the expansion of T1's American-made supply chain with the continued ramp of G1 Dallas production, initial project development in G2 Austin and moving forward with options to maximize our U.S. domestic content. The third major priority for T1 is to build a cash flow powerhouse. Now that we are generating revenue from our world-class asset at G1, we are in a position to accelerate our capital formation initiatives and to evaluate additional high-return opportunities on the U.S. solar and battery storage value chains. Before we take your questions, I will echo Evan's gratitude to our investors, and I want to commend our employees for the dedication of T1's mission. We are establishing a corporate culture at T1 that reflects the entrepreneurial spirit of our new global headquarters in Austin, Texas and the financial hub in New York City. On behalf of T1's Board of Directors and the leadership team, thank you to our employees, customers, partners and investors for all that you do. And with that, I'll turn it back to Jeff to coordinate the Q&A. Jeff?

Thanks, Dan. Operator, we're ready to open up the line.

[Operator Instructions] Your first question comes from the line of Gregory Lewis from BTIG. Your line is open.

Yeah. Thanks and good morning everybody. And thanks for taking my questions. I did want to talk a little bit about the outlook for 2025. It sounded like in the prepared remarks, you mentioned offtake for 1.9 gigawatts. I believe initially, it was 1.5 -- was there any incremental -- is there any incremental offtake? And then just kind of as we think about it, Dan, you mentioned around potential inventories realizing that we have the 3.4 gigawatt target, the ramp seems like it's going -- it seems it is going better than expected. How do we think about kind of connecting dots or managing this ongoing production ramp with the offtake and really like how should we be thinking about like bill being ahead of those -- maybe some offtake contracts coming into falling into place.

Yes. Thanks, Greg. As you mentioned, our production is very much ahead of schedule. And as we ramp that up, we'll be fulfilling both the Trina and the RWE contracts. As we go into 2025 and as we roll through, it is all about integration with our sales agent Trina to build out those merchant and new contracted volumes, and we commit to disclosing to the market as those come into place at a minimum on a quarterly basis. So we remain confident about the demand profile. We're very active with our sales agent Trina to build out that profile. And we do have the quality of the product, both the QA and the QC, major utility scale customer has visited the site. There is comfort along the quality of that. And as we, as a sublicense of those the Trina technology are delivering as those customers expect. Evan, if you'd like to give a little bit more color to the profile, as Greg asked about.

Yeah, hey Greg, how you doing buddy? Yes. Yes, it's 1.5 gigawatts is an offtake, right? So that's what we have. The 1.9 it relates to merchant exposure. And as I mentioned, they are both cost-plus contracts. And 1 is the Trina offtake has been delivering since January 1 and -- or we've been performing on that offtake and the RWE contract will start up later this quarter and be in for the full effect of 2025. I think what -- I think the key message here is that 30% of our volumes are contracted right now. Today's announcement of site location is really going to catalyze the team, and Rob is a new member here of the team, and we are excited he's been having conversation on offtake for over a past year. As we move into our investment decision and as we look at the 2027 outlook, we expect that up to 60% of our volumes will be contracted and will be contracted under long-term attractive rate type contracts. And those contracts also embed some type of [indiscernible] element. So kind of a year prior, you could be almost 80% contracted. So as Dan mentioned, Trina is our sales agent as it relates to our merchant volumes through the transition. But as we reach 2027, which is really the kind of free cash flow generation maturity of our business, the amount and the volatility as it relates to anything in the merchant market or as it relates to things that are non-cost plus really improve over that time. Hopefully, that's helpful.

No, super helpful. And then if you could talk a little bit about, I guess, we are in the process of taking the initial loan that converting and out to a term-loan, as kind of 2025 plays out, could there be an opportunity to increase liquidity from that term loan for the company as a whole? Or is it kind of just -- should we expect that to be more neutral?

Yes. I think the term loan conversion itself, look, the important thing about the term loan conversion is that it's happening here in April 30th is the deadline. We think it happens prior to that. And one of the requirements for that conversion is entire 5.2 gigawatts are installed, mechanically tested, commissioned and audited by an independent engineer, right? So like mechanically, at least that risk is going better and is ahead of schedule, as Dan mentioned earlier. In terms of additional liquidity, I think it really relates to the moment that we -- and here is the sequence. We announced location today. We signed offtake contracts. We begin to sign those offtake contracts that underpin project financing for G2. At that point, which we're guiding in 2Q to 3Q, there is a larger project financing that may or may not subsume the existing G1 financing that would provide incremental liquidity for the period in which we are going to have a heavier CapEx kind of spend. And by year-end, we are projecting kind of a full ramp of our facility.

Okay. Great. And then just on the solar cell facility in Austin, I guess G2, you do a good job of laying out Slide 12 -- on Slide 12, the kind of the pathway forward in terms of financing. I guess as we think about in preparation for that over the next couple of quarters, as I imagine the project financing kind of is coming later rather than earlier. I guess, broad strokes, how are we thinking about when we're going to start putting -- investing in equity to get the project rolling? And then I think you touched on this around foreign investment. I'm definitely less familiar with this traditionally and maybe traditional, it doesn't matter in today's world, like given Trina as a partner, what should be kind of like maybe like a base case, how much maybe money they can invest alongside G2, as it kind of we roll it out?

Yes. Thanks, Greg. Just to be clear, we are not looking for further investments from Trina for G2. We are anticipating to finance that through project financing through mezzanine financing, through various measures that Evan detailed like 45x production tax credit monetization. Even as new sales contracts come in, those all usually come with customer cash deposits. All of those will be sources of funding for G2. For the G2 site and for the locations, you mentioned it correctly, that site location is key -- that cascades into all aspects for engineering. That cascades all into all aspects for deposits for production line equipment and all of that work has been activated since we announced the transaction in the fourth quarter of 2024. We have retained SSOE and JFE, as engineering support for the project. We have secured power with the ground lease. We have secured water with the ground lease. We have secured permits with the ground lease and all those activities are up and running. And right now, as we finalize the production line equipment scope, we do intend to anticipate start of production around midyear. So we see that project cascading well. We're working very effectively. And as you know, we have the license rights to the Trina technology that gives us a huge advantage in terms of suppliers, in terms of equipment and it gives us a huge advantage in terms of time-lines. So we anticipate and we are very excited about the announcement today.

Yes, I just add, Greg, we authorized as mentioned, spending $8 million right now kind of into feed. So we're making capital spending in conjunction with the lease today and we'll be spending money for feed up until the point that we reach that decision. And in terms of your sequencing of the capital, I think there's two elements that can come in sooner and are basically the deposits. So as we execute long-term offtake contracts with the market demands and our perspective in our view, that they will include some element of deposit, which will be kind of announced when we enter those contracts. And secondly, the -- your forward PTC monetization can happen. So those 2 things happen sooner. The other 2 -- all the rest of the capital kind of comes contemporaneously -- with the project financing, look, it all comes to the same second.

Great. And then just one more for me. Given the focus on building out the customer base and getting more offtake, I mean, you took over a plant from one of the largest solar companies in the world. That's great. Now that the facility is up and running, the customers want or need to come to the site to kind of do their own due diligence? Or is it something where really the due diligence is done, and it's more just around negotiations at this point?

Yes. look, there is various elements. Many of these institutional utility scale customers know Trina for years, if not decades. We have had customer visits to the site to visit the new facility. A lot of it is the comfort about the new facility in the United States. And so far as we are getting feedback from the utility scale customers, they are impressed and very happy with the level of sophistication and automation of the equipment. As that site keeps ramping up, we'll be updating the market in terms of the production guidance. And as I mentioned, this is well ahead of schedule. And on the G2 side, it is very important that as we begin construction at the middle of this year, we do look to begin production on the solar cell site by end of 2026 in the fourth quarter. When we have those domestic cells, we believe that the combination of domestic cells and the combination of domestic modules will enable us to be a very important part of the U.S. supply chain for solar.

We'd love to get you out to the facility and you can visit the facility. And if you want to bring some investors to do a tour, I think you'll be impressed.

Sounds good, everybody. Hey, thanks for taking my time today, and have a great rest of the day.

Thank you. Have a good day, everybody. Thank you for your attention.

[Operator Instructions] And there are no further questions at this time. I will now turn the call back over to Jeff Spittel for closing remarks.

All right. Thank you, everyone. Appreciate everybody joining and we will see you out on the road this quarter. And as Evan said, look forward to hosting people at the new facility. We'll talk to you soon. This will conclude the call.