TE - NYSE

Ladies and gentlemen, thank you for standing by. Welcome to T1 Energy's Second Quarter 2025 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would like now to turn the conference over to Jeff Spittel, Executive Vice President of Investor Relations and Corporate Development. Please go ahead.

Good morning, and welcome to T1 Energy's Second Quarter 2025 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; Andy Munro, our Chief Legal and Policy Officer; and Jaime Gualy, our Chief Operating Officer. 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 annual report on Form 10-K filed with the Securities and Exchange Commission and our other filings made with the SEC, all of 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 second quarter earnings call. Our theme for today is time to build. With the passage of the One Big Beautiful Bill behind us, the policy road map coming into clearer focus, customers are gravitating to T1 and our plan to become a champion of U.S. advanced manufacturing. This is T1's time to build. We are expanding our U.S. supply chain, growing our commercial presence, developing our asset portfolio and establishing a long-term foundation from which T1 intends to generate meaningful cash flow and earnings. We recently announced a major step forward in this process by forging its transformative strategic agreement with Corning, one of America's most iconic industrial companies. We'll expand on the benefits of this relationship with Corning for T1 and our customers shortly. As Andy will detail momentarily, recent policy developments dovetail with T1's mission to build an integrated U.S. solar manufacturing leader. Big Beautiful Bill preserves a stackable, transferable Section 45X tax credits through 2032, which provide T1 with the opportunity to compete and scale simultaneously. Maintaining access to these credits is one of T1's top priorities for the second half of this year. The Corning agreement is a meaningful step in that direction. And I'm also pleased to share that T1 cleared U.S. government's CFIUS review of the Trina transaction during the second quarter. The completion of this process provides T1 with flexibility as we work with Trina to ensure compliance with FEOC requirements. The U.S. needs homegrown companies like T1 to deliver advanced manufacturing capacity that unlocks our most scalable energy resources. Accordingly, T1 supports the recent launches of the Solar 4 antidumping and countervailing duties case and the Section 232 investigation into foreign-sourced polysilicon and its derivatives, both of which are intended to protect American manufacturers from anticompetitive practices. As we continue to develop our U.S. supply chain, these policy initiatives should enhance T1's ability to deliver cost-competitive modules made with U.S. polysilicon and subcomponents. With policy uncertainties lifting, T1 is gaining traction with major U.S. project developers. During the second quarter, we secured a 473-megawatt merchant sales agreement with one of the largest U.S. utilities for second half 2025 deliveries. We are now sold out for 2025 based on the low end of our current 2.6 gigawatt production plan. We will continue to evaluate spot sale opportunities to sell more 2025 capacity as market conditions dictate while we pursue long-term offtake agreements for the combined G1_Dallas and G2_Austin facilities. Speaking of G2_Austin, we continue to advance development of our planned 5 gigawatt U.S. solar cell manufacturing facility in Rockdale, Texas. On the second quarter call, we introduced our plan to develop the project in two phases of 2.5 gigawatts with targeted first production in Q4 2026. While our finance team advances our capital formation initiatives, our project development team is preparing for the start of construction into the third or fourth quarter of this year. All of this work is underpinned by a vision for T1 to grow into a leading enabler of AI infrastructure development and a champion of U.S. energy security. The time to build is now and our people are hard at work to realize this vision. Now let's move to Slide 5 to frame T1's opportunity. After more than 20 years of stagnation, U.S. electricity demand is surging. Within the next 10 years, U.S. power demand is poised to grow by more than 800 terawatt hours because of the AI infrastructure build-out, electrification of transportation and onshoring of advanced manufacturing. This is a big picture thesis, which underpins T1's strategy. AI needs power and T1 can provide it. We are positioning T1 as a domestic solar and storage leader in the early stages of what we believe is an electricity demand super cycle. Bringing more electrons to the grid in all forms is essential to preserve America's AI technology leadership. At T1, we don't view American energy dominance as a zero-sum game with other forms of energy. Our leadership team has more than 100 years of experience in oil and gas, and we remain fervent supporters of our colleagues in that industry. But at the same time, we are firm believers that electrons are neither red nor blue. Solar and storage are the fastest and most cost-effective means of bringing more electrons to the grid. If we wish to maintain our leadership in AI technology and infrastructure development, solar and storage are essential, strategic and nearly limitless resources that must be deployed independent of ideology. T1 has a significant role to play as an emerging solar leader that is leveraging high-performance technology, onshoring manufacturing and establishing secure domestic supply chains. As these secular trends drive accelerated demand growth, we intend to broaden our relationship outside of the typical utility scale customer base to include growing commercial end users of solar and storage. Our vision for the future of T1 is to be a leading domestic solar manufacturer and a strategic enabler of AI development and U.S. energy security. Now let's move to Slide 6 for a closer look at how this vision is resonating with customers and enabling T1 to make meaningful commercial progress. Since the passage of the OBBB, we have received a flurry of inquiries and requests for quotations from existing and prospective customers. This morning, we announced our largest merchant sales agreement to date at G1_Dallas, a 473-megawatt agreement with a major U.S. utility for delivery starting in the third quarter. With this agreement, we are now sold out of capacity relative to the low end of our 2025 production plan of 2.6 gigawatts. Our commercial team is in continuous dialogue with existing and potential customers. Given the compressed lead times in the merchant market, there may be a possibility to book additional H2 2025 sales, but securing long-term offtake contracts with strategic partners that advance T1 towards closing the G2_Austin financing is an even higher priority, particularly given the working capital intensity and competitive economics of spot sales. To give you a better sense of T1's growing commercial pipeline, we are introducing a snapshot of our opportunity funnel. This funnel includes three categories: Relatively early-stage pursuits for G1_Dallas, which is the largest bucket of more than 38 gigawatts. Later-stage G1 pursuits with a higher probability of award, these opportunities account for more than 1.3 gigawatts. And ongoing customer discussions regarding multiyear offtake contract for integrated production from G1_Dallas and G2_Austin totaling 18.9 gigawatts. So the market is active, and we are confident that demand for both G1 and G2 will be multiples of our available capacity. While we grow T1's commercial enterprise, we're expanding our U.S. supply chain to enhance our competitive position. To discuss today's landmark supply agreement with Corning, I'll hand it over to Jaime Gualy, our Chief Operating Officer. Jaime?

Thanks, Dan. Let's turn to Slide 7. We've announced that T1 converted its existing long-term U.S. polysilicon contract with Hemlock Semiconductor to a U.S. wafer sourcing agreement with Hemlock's majority owner, Corning Incorporated. The Corning commercial agreement is a major step towards our mandate to establish a bill of materials that is at least 50% non-FEOC by year-end with higher percentages required in future years. In addition to U.S. wafers, we are in the process of sourcing additional materials such as glass, frames, and junction boxes from domestic and non-FEOC suppliers to achieve this objective. Our U.S. customers want surety of supply. With the Section 232 investigation underway, we believe that T1's plan to produce modules with traceable U.S. made polysilicon wafers and cells will mitigate the detention risk and provide opportunities for our customers to qualify for investment tax credits that enhance their project returns. American solar leadership is about investing in U.S. advanced manufacturing, building secure domestic supply chains and creating jobs. This agreement with Corning is expected to support roughly 6,000 full-time U.S. jobs between current and planned, T1, Corning and Hemlock facilities. Investing in the U.S. polysilicon value chain, which is also critical to the semiconductor industry with established and trusted American industrial blue-chip companies, also supports America's long-term strategic interests. And now I'll turn the call back to Dan to expand on our domestic content road map.

Thanks, Jaime. Let's turn to Slide 8. With the Corning U.S. wafer agreement in place and G2_Austin development progressing, we now have a clear line of sight to produce PV solar modules in the U.S. from primarily U.S. components. Upon anticipated start of production at G2_Austin, we should be positioned to deliver modules that are comprised of more than 70% U.S. content. This strategy is not merely aligned with the OBBB policy framework. It's intended to give our utility scale customers what they want, surety of supply by eliminating detention risk, traceable secure bill of materials, access to investment tax credits and high-efficiency PV module technology. We believe these are the attributes that make T1 a very attractive safe harboring partner to our customers. Customers want U.S. content and G2_Austin is the next major step to expand our U.S. supply chain. So let's turn to Slide 9 for an update on the G2_Austin project, which is one of the largest planned capital investments in the U.S. PV solar market. As we disclosed on the first quarter call, we are pursuing development of G2_Austin in two equal 2.5 gigawatt phases. This approach is intended to achieve start-up construction by Q3 or Q4 2025, pending the timing of advancing financial close, offtake contract coverage and site permitting. Our development team has been moving swiftly to select the contractors and vendors with whom we will build G2. As we announced in June, T1 has selected Yates Construction as a contractor for preconstruction services and site preparation, and we anticipate finalizing terms with Yates as a general contractor for the project. SSOE is the lead engineer on the project and T1 has also selected [LePlank] as its exclusive production line equipment vendor for the facility. Our G2 development is supported by ongoing capital formation initiatives. Given the robust customer interest in G2 offtake contracts, we are confident in our ability to source and optimize the G2 capital stack that will unlock the first phase of construction. The processes we have ongoing or plan to initiate include: Traditional project financing with our G1 commercial lenders; process to secure mezzanine financing or a similarly structured instrument, we have retained an investment bank to lead this process, we have a data room up and running, and we have several NDAs signed with potential counterparties. And as previously disclosed, Encompass Capital Advisors LLC has made a $50 million tranche of preferred stock available. Evan and his team are coordinating these processes, which are intended to coincide with securing long-term offtake contracts and the associated cash deposits. As we continue to execute our plan to ensure 45X eligibility and demonstrate progress at G1 and G2, we are highly confident in our ability to start construction in either Q3 or Q4. While we continue to move G2 forward, we're also ramping operations at G1_Dallas, T1's world-class operating asset. Now let's turn to Slide 10 for an update. With the plant fully operational, we have eclipsed the 1 gigawatt milestone of cumulative production at G1. As I indicated earlier, we have already sold the 2.6 gigawatts of modules at the low end of our 2025 production plan. During Q2, we completed the modification of one of three production lines from PERC to TOPCon technology. We continue to produce PERC modules at the request of the customer on the other two lines for the time being. Sales and EBITDA in Q2 didn't ramp as quickly as we anticipated, but we expect improved financial performance in the back half of the year as we work with our customers to safe harbor projects. As we look ahead in Q1, our objective heading into 2026 is to secure long-term offtake commitments from customers for the full 5 gigawatt of annual capacity at the facility. These conversations should gain momentum as we continue to execute our countdown to compliance playbook and demonstrate continued progress with the G2_Austin solar cell project. G1 is the foundation of T1's early-stage commercial progress and domestic supply chain strategy, both of which align with recent policy developments. To take you through the evolving policy landscape, I'll turn the call over to Andy Munro, our Chief Legal and Policy Officer. Andy?

Thanks, Dan. I joined T1 earlier this year because I believe we have an opportunity to establish ourselves as a homegrown leader in domestic solar manufacturing with leading technology and a traceable, secure supply chain. The current administration is supportive of advanced American manufacturing, onshoring technology transfer and U.S. energy dominance, all of which align with T1's mission. Turning to Slide 11. Let's examine some of the recent developments on Capitol Hill and the implications for T1. First and foremost, the One Big Beautiful Bill maintains 45X advanced manufacturing production tax credit through 2032 and preserves key provisions relating to stacking and transferability of credit. As Dan mentioned earlier, however, the One Big Beautiful Bill has introduced certain FEOC-related requirements for U.S. solar producers. The good news is that at T1, we have been de-FEOC-ing before it was cool. So we believe we have a head start and are confident we will be able to make any necessary adjustments to ensure that we are compliant with FEOC requirements. The recent announcement of the expanded Corning agreement is proof that we are advancing our plan to develop an American and non-FEOC supply chain. The Commerce Department recently announced the launch of the Section 232 investigation into the industry's use of foreign sourced polysilicon and derivatives. This could result in tariffs or other revenues aimed at imports of polysilicon and derivative products such as wafers, cells and modules. T1 has submitted public comments to Commerce expressing support for Section 232 tariffs. As we have discussed previously, T1 was already sourcing polysilicon from the U.S. by virtue of our existing supply contract with Hemlock Semiconductor. The expansion of this strategic relationship to include solar wafers produced by Corning in Michigan, aligns with the goals of that investigation and should further differentiate T1 from our competitors. T1 certainly supports trade policies that protect U.S. solar manufacturers from anticompetitive behavior. And we believe that the recently launched Solar 4 AD/CVD case, targeting imports of solar modules and cells from Indonesia, Laos and India, dovetails nicely with our strategy to build a U.S. solar value chain with domestically produced cells, wafers and polysilicon. Moving to Slide 12, we share the specifics of T1's countdown to compliance playbook. T1's top near-term priority is to secure eligibility for the Section 45X tax credits. It's no secret that the U.S. solar industry has been largely dependent on component and material suppliers outside the United States, due to China's dominance of the sector. We were acutely aware of this dynamic when we acquired Trina's U.S. solar assets, and we have been crafting our strategy with a focus on building a U.S. solar leader by onshoring critical technology and developing a domestic supply chain. The first step in this FEOC compliance process is to establish a bill of materials comprised of at least 50% non-FEOC content and components by year-end 2025. The U.S. wafer agreement with Corning, we recently announced is a significant step in that direction, and we believe it provides T1 with an early mover advantage. The Corning transaction, which is intended to complement our G2_Austin U.S. solar cell project is an example of a capital-light synthetic means of augmenting T1's domestic supply chain. The OBBB also introduced FEOC-related ownership, governance, debt and IP requirements for U.S. solar producers to secure 45X eligibility, none of which come as a surprise to T1. T1 is committed to making any necessary adjustments, including in the Trina relationship to ensure compliance. We understand that the recent developments in Washington, D.C. have introduced uncertainty for solar industry investors. But at T1, we have clarity of purpose and mission. Our leadership team has been proactively engaging with lawmakers and government officials to advocate for policies that support American advanced manufacturing and restoring of the full solar supply chain. And we are building T1 to develop a sustainable, competitive advantage as a leader in American solar technology and manufacturing. And with that, I'll turn the call over to Evan for a review of Q1's financials.

Thank you, Andy. Moving to Slide 13. I'll start with an overview of 2025 financial and operating guidance. On production, as Dan mentioned, we've now sold out the low end of our 2.6 to 3.0 gigawatt guidance range for 2025. The primary swing factor for the remainder of the year will be customer appetite for merchant sales. As prudent stewards of shareholder capital, we'll evaluate these commercial opportunities based upon T1 economics, the strategic value of the potential customer agreements and working capital requirements. We're maintaining our 2025 EBITDA guidance of $25 million to $50 million. The near-term risk to this forecast, however, are skewed to or below the downside based upon several factors. One, a higher mix of merchant agreements in the second half of 2025, which typically carry lower margins and longer-term offtakes. Two, uncertain near-term impacts on cost and contract economics from AD/ CVD, reciprocal tariff and contract interpretations; and three, timing uncertainties associated with safe harbor projects among T1's customer base. Short-term uncertainties aside, there's meaningful customer interest in T1's domestic content strategy, our increasingly attractive competitive position, our alignment with U.S. policy framework and our ability to produce PV solar modules with high-performance technology. Accordingly, our integrated annual EBITDA run rate guidance for a 5-gigawatt G1_Dallas combined with a fully operational G2_Austin of $650 million to $700 million is unchanged. Turning to Slide 14, let's review T1's financial position. Despite the ramp in sales, EBITDA during 2Q fell short of our expectations, largely due to pricing on sales and timing of shipments. The second half of 2025 is setting up for improved financial performance as we maintain a supportive liquidity position despite the working capital intensity and timing lumpiness of our merchant business. During the second quarter, these market dynamics were amplified prior to the passage of the OBBB in early July, which resulted in lower-than-anticipated unrestricted cash balance at the end of Q2. However, we ended the quarter with significant finished goods inventory, over 330 megawatts of TOPCon modules built with U.S. polysilicon, which we believe was an appropriate investment considering the impending change in law. In July, we witnessed a significant uptick in demand and began selling down our inventory at attractive prices. We also have a significant receivables balance that we expect to monetize during the second half of 2025, which includes a sizable receivable associated with Section 45X credits that T1 has earned through year-to-date production. These 1 half 2025 credits have been audited. We are currently marketing and expect them to be monetized in the third quarter. We are also grateful for the continued support of Encompass Capital Advisors. On August 14, we disclosed T1 has entered into an amendment that makes available an additional $50 million in exchange for the issuance of preferred stock with broader strategic purposes in exchange for lowering the conversion price and other considerations. With multiple capital formation processes underway, we are currently engaged with several potential financial and strategic investors in T1. I'm happy to report that there's meaningful interest in securing offtake and financing, particularly now the U.S. policy landscape is aligning with T1's mission and strategy. Today's announcement with Hemlock bolsters this offering with higher domestic content. Further, our scoping of the project in two equal 2.5 gigawatt phases reduces the capital required in Phase I and supports our confidence in starting construction in the second half of 2025. And now I'll turn the call back over to Dan, for concluding remarks.

Thanks, Evan. Now let's conclude on Slide 17 with our strategic road map. The remainder of 2025 for U.S. solar manufacturers is all about establishing compliance to maintain eligibility for Section 45X production tax credits. At T1, we have been building a significant head start over our competitors prior to this countdown to compliance, and we continue to make tangible progress. We cleared CFIUS review during Q2. We have been executing our domestic content strategy and the Corning agreement we announced is a major step forward in the process of achieving a compliant, primarily domestic bill of materials. We have established near-term time lines with Trina to adjust terms of our commercial relationship to achieve compliance and the Section 232 probe and reciprocal tariffs align with our U.S. vertical integration strategy, and our expanding domestic supply chain. As such, we are confident that Trina will satisfy the criteria to ensure 45X eligibility and in the process, differentiate ourselves as an emerging homegrown U.S. solar leader. We believe that 2026 will be the year to build a bridge to vertically integrated U.S. supply chain and the associated potential to generate meaningful earnings and cash flow. Capital is the foundation of the 2026 bridge, so we'll continue to evaluate opportunities to catalyze the next phase of T1's growth through thoughtful capital formation, long-term commercial and strategic partnerships and broadening our customer base. With the Corning agreement in place, we now have line of sight to establish a supply chain of more than 70% domestic content before 2027. Our supply chain strategy should also yield commercial benefit. As customers verify our 45X eligibility, we should be well positioned to ramp production sales at G1_Dallas while we secure long-term offtakes for G2_Austin, which we plan to have under construction. And as we look ahead to 2027, this road map is intended to help T1 realize the goal we initially shared with our investors when we announced the Trina transaction last November. Ramp integrated U.S. solar cell and module production in 2027 to achieve an annual EBITDA run rate of $650 million to $700 million. Despite all the upheaval within the policy and competitive landscapes in the recent months, this objective and T1's time line to get there are largely the same. So this is an exciting and dynamic time at T1 Energy. We are grateful for the continued support of our investors, customers, employees and partners. The future of energy security in the U.S. and advanced manufacturing is now, and this is T1's moment. It's time to build. And with that, I'll turn it back to Jeff to coordinate the Q&A session.

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

[Operator Instructions] At this time, I am showing no questions in the queue. I would now like to turn the call back over to Jeff for closing remarks.

Thank you, Michel. Appreciate everybody taking the time to listen in on the call today. Please don't hesitate to follow up with questions. And we look forward to seeing everybody on the road this quarter, including at the RE+ conference, we'll have a team out there September 8 through 11. So we look forward to seeing everybody during the quarter. This will conclude the call.