T1 Energy Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
TE$2.36+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001992243-24-000157
Item 2. Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001992243-25-000021
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 37 previous paragraphs and 45 current paragraphs.
12 unchanged; 10 reworded; 23 added; 15 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 “Financial Statements” and the other disclosures in this Quarterly Report on Form 10-Q and with the disclosures in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended and supplemented by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2025.
Current report
Overview
Current report
T1 Energy Inc., a Delaware corporation (“T1,” the “Company”, “we”, or “us”), is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. We manufacture and sell photovoltaic (“PV”) solar modules in the United States for our U.S. customers.
Current report
Recent Developments
Current report
The three months ended March 31, 2025, represented our first full period of financial results following our transformative acquisition of Trina Solar (U.S.) Holding Inc., a Delaware corporation, and related subsidiaries (collectively “Trina Solar US Holding”), which closed on December 23, 2024 (“Trina Business Combination”). We recognized net sales of $64.6 million in the period related to net sales to Trina Solar (Schweiz) AG and its affiliates (the “Trina Group”), a related party. Additionally, we ended the first quarter with cash, cash equivalents, and restricted cash of $51.1 million.
Current report
Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets.
Current report
New or increased tariffs and other barriers to trade, especially in light of recent comments and executive orders made by the United States, could further impact or exacerbate these conditions. Historically, tariffs have led to increased trade and political tensions. Political tensions as a result of trade policies could reduce trade volume, investment, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and on the stability of global financial markets. There is substantial uncertainty about the duration of existing tariffs, potential changes to existing tariffs, and whether additional tariffs may be imposed, modified, or suspended, and the impacts of such actions on our business. While the situation remains fluid, we are continuing to evaluate these developments.
Current report
We are operating in an uncertain macroeconomic environment with significant volatility that may impact consumer demand. To the extent the macroeconomic environment worsens, it may have a material effect on our results of operations and financial condition. Refer to Part I, Item 1A “Risk Factors” in our 2024 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q for further discussion related to the above potential impacts on our business.
Current report
Results of Operations
Current report
Net sales
Current report
Net sales consists of sales of PV solar modules. We recognize sales for PV solar modules at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts.
Current report
Net sales were $64.6 million for the three months ended March 31, 2025, compared to zero for the three months ended March 31, 2024. Net sales related to PV solar modules. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Current report
Cost of sales
Current report
Our PV solar modules business cost of sales includes the cost of raw materials and components for manufacturing solar modules. In addition, our cost of sales includes direct labor for the manufacturing of solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping.
Current report
Cost of sales were $35.7 million for the three months ended March 31, 2025, compared to zero for the three months ended March 31, 2024. Cost of sales related to PV solar modules. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Current report
Selling, general and administrative
Current report
Selling, general and administrative expenses increased by $37.6 million or 250%, to $52.6 million for the three months ended March 31, 2025, from $15.0 million for the three months ended March 31, 2024. This increase is primarily due to an increase in personnel costs and legal and professional fees following the Trina Business Combination.
Current report
Other income increased by $13.3 million or 359% to $17.0 million for the three months ended March 31, 2025, from $3.7 million for the three months ended March 31, 2024. The increase is primarily due to a $25.2 million derivative liability fair value adjustment for the three months ended March 31, 2025, compared to zero the three months ended March 31, 2024 partially offset by a $9.9 million interest expense, net for the three months ended March 31, 2025, compared to a $1.4 million interest income, net.
Current report
Net loss from discontinued operations, net of tax
Current report
We concluded that the assets of our European businesses and our business in Coweta County, Georgia met the criteria for classification as held for sale as of December 31, 2024. Additionally, we concluded that the ultimate disposal will represent a strategic shift that will have a major effect on our operations, resulting in the presentation of the historical financial results of these businesses as discontinued operations.
Current report
Net loss from discontinued operations, net of tax decreased by $5.3 million or 30%, to $12.1 million for the three months ended March 31, 2025 from $17.4 million for the three months ended March 31, 2024. The decrease primarily relates to the reduced research and development activity for our European businesses and a $5.7 million gain from the sale of land in Coweta County offset by a change in other (loss) income, net to $(10.1) million for the three months ended March 31, 2025 compared to $2.4 million for the three months ended March 31, 2024, primarily relating to estimated penalties associated with the expected disposal of our European businesses and a decrease in interest income due to a reduction in our cash balance in Europe.
Current report
Net cash used in financing activities was $3.8 million for the three months ended March 31, 2025 and zero for the three months ended March 31, 2024. The change in cash used in financing activities was the result of the payment of debt fees in 2025.
Removed paragraphs (15)
Previous report
General and administrative expenses decreased by $9.3 million or 33%, to $18.5 million for the three months ended September 30, 2024, from $27.8 million for the three months ended September 30, 2023. General and administrative expenses decreased by $24.0 million or 28%, to $61.4 million for the nine months ended September 30, 2024, from $85.4 million for the nine months ended September 30, 2023. These decreases are primarily due to decreases in personnel costs and professional fees.
Previous report
R&D expenses consist primarily of personnel and personnel-related expenses for employees engaged in research and development activities, internal and external engineering, depreciation for R&D equipment and facilities, supplies and services, and contributions to research institutions. R&D expenses also include development costs related to our technology license with 24M.
Previous report
R&D expenses increased by $1.5 million or 22%, to $8.6 million for the three months ended September 30, 2024, from $7.1 million for the three months ended September 30, 2023. R&D expenses increased by $12.6 million or 69%, to $30.9 million for the nine months ended September 30, 2024, from $18.3 million for the nine months ended September 30, 2023. This is primarily due to an increase in personnel costs, depreciation and spending on R&D operations at the CQP, which started operations late in the second quarter of 2023.
Previous report
Restructuring charge consists primarily of accrued severance and other termination benefits related to the reduction in force programs that began in September 2024 and November 2023. Restructuring costs were $4.5 million for the three months ended September 30, 2024 and $4.6 million for the nine months ended September 30, 2024, with no corresponding charges incurred in the comparable periods in 2023. See further discussion in Note 2 – Restructuring to our condensed consolidated financial statements.
Previous report
Share of net loss of equity method investee
Previous report
Share of net loss of equity method investee consists of our proportionate share of the net earnings (losses) and other comprehensive income (loss) from Nidec Energy AS. See further discussion in Note 5 - Long-Term Investments to our condensed consolidated financial statements.
Previous report
Other income decreased by $20.8 million or 83%, to $4.2 million for the three months ended September 30, 2024, from $25.0 million for the three months ended September 30, 2023. Other income decreased by $42.0 million or 75%, to $14.0 million for the nine months ended September 30, 2024, from $55.9 million for the nine months ended September 30, 2023. These decreases are primarily due to a $(0.1) million and $1.2 million net foreign currency transaction (loss) gain for the three and nine months ended September 30, 2024, respectively, compared to a $3.2 million and $20.5 million gain for the three and nine months ended September 30, 2023, respectively as well as a $1.1 million and $1.3 million Warrant liability fair value adjustment for the three and nine months ended September 30, 2024, respectively compared to a $24.4 million and $23.2 million for the three and nine months ended September 30, 2023.
Previous report
Until we can generate sufficient revenue to adequately support our liquidity requirements, we expect to fund short-term cash needs through our existing cash balances. We believe that we have sufficient liquidity to meet our contractual obligations and commitments for at least the 12 months following September 30, 2024.
Previous report
Net cash used in financing activities was $4.1 million for the nine months ended September 30, 2024 relating to the purchase of the Company’s non-controlling interest in its U.S. joint venture and zero for the nine months ended September 30, 2023.
Previous report
On June 28, 2024, the market value of our stock held by non-affiliates was less than $560 million, and thus we gained qualification as a “smaller reporting company” under Rule 12b-2 of the Exchange Act. We are electing to comply with the scaled disclosure relief thereby available to smaller reporting companies.
Reworded paragraphs (10)
Previous wording
The following table sets forth information on FREYR’s condensed consolidated results of operations (in thousands except percentages):
Current wording
The following table sets forth information on T1’s condensed consolidated results of operations (in thousands except percentages):
Previous wording
General and administrative expenses primarily consist of personnel and personnel-related expenses for our marketing and administrative personnel, costs for administrative offices, insurance, and outside professional services including legal, accounting, and other advisory services.
Current wording
Selling, general and administrative expenses primarily consists of personnel and personnel-related expenses for our sales, marketing and administrative personnel, costs for administrative offices, insurance, and outside professional services including legal, accounting, and other advisory services.
Previous wording
Other income (expense) primarily consists of the fair value adjustments on our warrant liability, convertible note, interest income and expense, net foreign currency transaction gains and losses, and grant income.
Current wording
Other income (expense) primarily consists of the fair value adjustments on our warrant liability, derivative liabilities, interest income and expense, net foreign currency transaction gains and losses.
Previous wording
As of September 30, 2024, we had approximately $184.1 million of cash, cash equivalents, and restricted cash and current liabilities of approximately $31.4 million. To date, our principal sources of liquidity have been proceeds received from our Business Combination, issuance of equity securities, and amounts received from government grants. Historically, these funds have been used for constructing and equipping our battery manufacturing facilities, including the CQP and Giga Arctic, the purchase of land for Giga America, technology licensing, R&D activities, and general corporate purposes.
Current wording
As of March 31, 2025, we had approximately $51.1 million of cash, cash equivalents, and restricted cash. To date, our principal sources of liquidity have been proceeds received from our Alussa Business Combination, the issuance of equity securities, and amounts received from government grants. Historically, these funds have been used for our Trina Business Combination, constructing and equipping our manufacturing facilities, technology licensing, R&D activities, and general corporate purposes.
Previous wording
Our future liquidity requirements depend on many factors, including the timing and extent of the following: capital expenditures for construction of future facilities and purchase of related equipment; spending to support licensing and R&D efforts; spending on other growth initiatives or expansion into new geographies, including through joint ventures; spending to support our future revenue generating activities; and general economic conditions.
Current wording
Our future liquidity requirements depend on many factors, including the timing and extent of the following: cash flows from operations, capital expenditures for construction of future facilities and purchase of related equipment, spending on other growth initiatives, including through joint ventures, and general economic conditions. In addition to those activities, our short term liquidity will be utilized to fund the current portion of non-cancellable commitments, including leases and debt obligations. We believe that we have sufficient liquidity to meet our contractual obligations and commitments for at least the next 12 months.
Previous wording
Our long-term operating needs and planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at terms acceptable to us, or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. If we are unable to raise substantial additional capital, our ability to invest in further facilities or other development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or other borrowings could impose significant restrictions on our operations. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock.
Current wording
Our long-term operating plan requires the repayment of non-cancellable commitments including leases and debt obligations. In addition, our planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at terms acceptable to us, or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. If we are unable to raise substantial additional capital, our ability to invest in further facilities or other development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or other borrowings could impose significant restrictions on our operations. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock.
Previous wording
In November 2024, the Company estimated that a five gigawatt solar cell manufacturing facility in the U.S. would have a total cost of approximately $850 million. The estimated costs of construction remain subject to site selection, technology and product specification decisions, ongoing business, financing, and operational changes, and changes to the overall macroeconomic environment. We will continue to provide updates to reflect material developments, including approvals or commitments for spending that differ materially from our previous estimates.
Current wording
In November 2024, the Company estimated that a 5 GW solar cell manufacturing facility in the United States would have a total cost of approximately $850.0 million. The estimated costs of construction remain subject to technology and product specification decisions, ongoing business, financing, and operational changes, and changes to the overall macroeconomic environment. We will continue to provide updates to reflect material developments, including approvals or commitments for spending that differ materially from our previous estimates.
Previous wording
Net cash used in operating activities was $72.6 million for the nine months ended September 30, 2024, compared to $54.0 million for the nine months ended September 30, 2023. The increase in cash used in operating activities was primarily driven by an increase in cash used for working capital, largely due to the receipt in 2023 of $23.5 million in government grants with no corresponding amount in 2024, partially offset by a decrease in net loss, adjusted for non-cash items.
Current wording
Net cash used in operating activities was $44.8 million for the three months ended March 31, 2025, compared to $16.2 million for the three months ended March 31, 2024. The increase in cash used in operating activities was primarily driven by an increase in cash used for working capital associated with our solar business and a repayment of $20.0 million for a government grant with Coweta County, Georgia and a decrease in net loss, adjusted for non-cash items.
Previous wording
Net cash used in investing activities was $11.9 million for the nine months ended September 30, 2024, compared to $168.0 million for the nine months ended September 30, 2023. The decrease in cash used in investing activities was primarily driven by a decrease in purchases of property and equipment due to lower construction activity in the current year period, and proceeds from the return of property and equipment deposits of $22.7 million for the nine months ended September 30, 2024 with no corresponding amount for the nine months ended September 30, 2023.
Current wording
Net cash provided by (used in) investing activities was $22.1 million for the three months ended March 31, 2025, compared to $(2.4) million for the three months ended March 31, 2024. The change in cash used in investing activities was primarily driven by proceeds from the sale of property and equipment of $50.0 million for the three months ended March 31, 2025, relating to our land in Coweta County, Georgia offset by a decrease in the proceeds from the return of property and equipment deposits of $1.2 million for the three months ended March 31, 2025, compared to $19.0 million for the three months ended March 31, 2024.
Previous wording
Our critical accounting policies and estimates are consistent with those described in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2024.
Current wording
Our critical accounting policies and estimates are consistent with those described in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. There have been no material changes to our critical accounting policies during the three months ended March 31, 2025.