TPIC TPI Composites Inc

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):  August 3, 2023

_______________________________

TPI Composites, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-37839	20-1590775
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9200 E. Pima Center Parkway, Suite 250

Scottsdale, Arizona 85258

(Address of Principal Executive Offices) (Zip Code)

(480) 305-8910

(Registrant's telephone number, including area code)

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:

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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.

	TPI Composites, Inc.
Date: August 3, 2023	By:	/s/ Ryan Miller
		Ryan Miller
		Chief Financial Officer

 

EXHIBIT 99.1

TPI Composites, Inc. Announces Second Quarter 2023 Earnings Results – Agrees with GE to Expand Capacity in Mexico and Renews Focus on Quality

SCOTTSDALE, Ariz., Aug. 03, 2023 (GLOBE NEWSWIRE) -- TPI Composites, Inc. (Nasdaq: TPIC), today reported financial results for the second quarter ended June 30, 2023.

“I’m pleased to report that TPI and GE have reached an agreement in principle to amend their existing supply agreement in Mexico to add four new lines of capacity to produce blades for GE’s “workhorse” turbine in Juarez, with an initial term through 2025. TPI and GE expect to finalize this agreement in the third quarter,” said Bill Siwek, President, and CEO of TPI Composites.

“As reported in our preliminary estimated earnings results last week, our financial results for the quarter were impacted by a warranty issue primarily related to one blade type in one factory,” added Siwek. “In light of the warranty charge as well as the quality issues impacting the broader wind industry, we have taken this opportunity to revisit our quality system and implement improvement initiatives to ensure we have more robust processes in place. This includes the recent appointment of Neil Jones as Chief Quality Officer, to help us better address the unprecedented challenges in the wind market, bringing to TPI over 25 years’ quality and engineering experience, most recently as Vestas’ Senior Vice President – Quality, Health, Safety and Environment.”

“We remain diligent managing cash and we generated positive free cash flow for the second quarter, ending the quarter with $170 million of cash.   While we recognize the near-term headwinds for both TPI and the broader wind industry, we continue to believe in the outlook for TPI and the key role we play in the broader wind energy ecosystem. We are confident that our current liquidity position will enable us to navigate the near-term headwinds and put us on a path to achieve our sales and adjusted EBITDA targets.”

Second Quarter 2023 Continuing Operations Results

• Net Sales totaled $381 million for the three months ended June 30, 2023, a decrease of 2.9% over the same period last year
• Net loss from continuing operations attributable to common stockholders was $80.8 million for the three months ended June 30, 2023, compared to a loss of $25.3 million in the same period last year
• Adjusted EBITDA was a loss of $38.9 million for the three months ended June 30, 2023, a decrease of $44.5 million over the same period last year
  

KPIs from continuing operations	2Q’23	2Q’22
Sets1	661	675
Estimated megawatts²	2,910	2,976
Utilization3	85%	88%
Dedicated manufacturing lines4	37	36
Manufacturing lines installed5	37	36

1. Number of wind blade sets (which consist of three wind blades) produced worldwide during the period.
2. Estimated megawatts of energy capacity to be generated by wind blade sets produced during the period.
3. Utilization represents the percentage of wind blades produced during the period compared to the total potential wind blade capacity of manufacturing lines installed during the period.
4. Number of wind blade manufacturing lines that are dedicated to our customers under long-term supply agreements at the end of the period.
5. Number of wind blade manufacturing lines installed and either in operation, startup or transition during the period.
   

Second Quarter 2023 Financial Results from Continuing Operations

Net sales for the three months ended June 30, 2023, decreased 2.9% to $381.3 million as compared to $392.5 million in the same period in 2022 due to following:

• Net sales of wind blades, tooling and other wind related sales (collectively “Wind”) decreased by $4.9 million, or 1.3%, to $362.7 million for the three months ended June 30, 2023, as compared to $367.6 million in the same period in 2022. The decrease in net sales of Wind during the three months ended June 30, 2023, as compared to the same period in 2022 was primarily due to a 2% decrease in the number of wind blades produced due to lower customer demand and delivery delays from increased inspection and repair activities, a decrease in other wind related sales for mold decommissioning services, and lower average sales prices due to the impact of raw material and logistic cost reductions on our blade prices, partially offset by favorable foreign currency fluctuations and an increase in tooling sales.
• Automotive sales decreased by $3.4 million, or 32.0%, to $7.3 million for the three months ended June 30, 2023, as compared to $10.7 million in the same period in 2022. Automotive sales decreased primarily due to a decrease in the number of composite bus bodies produced and a decrease in sales of other automotive products due to our customers’ supply chain constraints and delays in transitions of new product launches, partially offset by an increase in fees associated with minimum volume commitments.
• Field service, inspection, and repair service (“Field Services") sales decreased by $2.9 million to $11.3 million for the three months ended June 30, 2023, as compared to $14.2 million in the same period in 2022. Field Services sales declined due to a reduction in technicians deployed to revenue generating projects due primarily to an increase in time spent on non-revenue generating inspection and repair activities.
• Net loss from continuing operations attributable to common stockholders was $80.8 million for the three months ended June 30, 2023, compared to a loss of $25.3 million in the same period in 2022.

The net loss per common share was $1.90 for the three months ended June 30, 2023, compared to a net loss per common share of $0.60 for the same period in 2022.

Adjusted EBITDA for the three months ended June 30, 2023, was a loss of $38.9 million as compared to adjusted EBITDA of $5.6 million during the same period in 2022. The decrease in adjusted EBITDA during the three months ended June 30, 2023, as compared to the same period in 2022 was primarily due to increased warranty costs, higher production costs for additional quality control measures implemented at certain manufacturing facilities, and increased labor costs in Türkiye and Mexico, partially offset by favorable foreign currency fluctuations, cost savings initiatives, and lower startup and transition costs.

On June 30, 2023, and December 31, 2022, we had unrestricted cash, cash equivalents and short-term investments totaling $170.1 million and $133.6 million, respectively. Net cash used in operating activities increased by $15.1 million for the six months ended June 30, 2023, as compared to the same period in 2022, primarily as a result of an increase in operating losses, payments for China restructuring activities including outstanding payables and severance, an increase in gross contract assets due to an increase in unbilled wind blade production and timing of advance payments, and working capital fluctuations, partially offset by an increase in accounts receivable in the prior comparative period.

Net cash used in investing activities increased by $0.9 million for the three months ended June 30, 2023, as compared to the same period in 2022, as a result of higher capital expenditures. Capital expenditures were $3.4 million for the three months ended June 30, 2023, as compared to $2.5 million during the same period in 2022. Our capital expenditures primarily relate to machinery and equipment and improvements to our existing facilities.

2023 Guidance

Guidance for the full year ending December 31, 2023:

Guidance	Previous Full Year 2023	Updated Full Year 2023
Net Sales from Continuing Operations (1)	$1.6 to $1.7 billion	$1.525 to $1.575 billion
Adjusted EBITDA Margin % from Continuing Operations (2)	Low single-digit	Loss of < (1%)
Utilization %	85% to 90% (based on 37 lines installed)	80% to 85% (based on 37 lines installed)
Capital Expenditures	$40 to $45 million	$40 to $45 million

(1)	Sales are now expected to be down about $100 million at the midpoint of the ranges from our initial guidance. Approximately half of the reduction relates to lower customer demand for blades and delays from inspection and repair activity. About a quarter of the reduction relates to lower Field Services sales as technicians have been diverted to non-revenue generating work. The remainder of the reduction relates to lower ASPs from supply chain reductions and lower Automotive sales than expected.
(2)	Expect low single digit adjusted EBITDA margin in the second half of the year. Including the loss from the second quarter ended June 30, 2023, expect the full year to be a slight loss of less than 1% of sales.

Conference Call and Webcast Information

TPI Composites will host an investor conference call this afternoon, Thursday, August 3^rd, at 5:00 pm ET. Interested parties are invited to listen to the conference call which can be accessed live over the phone by dialing 1-888-886-7786, or for international callers, 1-416-764-8658. A replay will be available two hours after the call and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the live call and the replay is 19822327. The replay will be available until August 10, 2023. Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investors section of the Company’s website at www.tpicomposites.com. The online replay will be available for a limited time beginning immediately following the call.

About TPI Composites, Inc.

TPI Composites, Inc. is a global company focused on innovative and sustainable solutions to decarbonize and electrify the world. TPI delivers high-quality, cost-effective composite solutions through long-term relationships with leading OEMs in the wind and automotive markets. TPI is headquartered in Scottsdale, Arizona and operates factories in the U.S., Mexico, Türkiye and India. TPI operates additional engineering development centers in Denmark and Germany and global service training centers in the U.S. and Spain.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements contained in this release include, but are not limited to, statements about:  i. competition from other wind blade and wind blade turbine manufacturers; ii. the discovery of defects in our products and our ability to estimate the future cost of warranty campaigns; iii. the current status of the wind energy market and our addressable market; iv. our ability to absorb or mitigate the impact of price increases in resin, carbon reinforcements (or fiber), other raw materials and related logistics costs that we use to produce our products; v. our ability to absorb or mitigate the impact of wage inflation in the countries in which we operate; vi. our ability to procure adequate supplies of raw materials and components to fulfill our wind blade volume commitments to our customers; vii. the potential impact of the increasing prevalence of auction based tenders in the wind energy market and increased competition from solar energy on our gross margins and overall financial performance; viii. our future financial performance, including our net sales, cost of goods sold, gross profit or gross margin, operating expenses, ability to generate positive cash flow and ability to achieve or maintain profitability; ix. changes in domestic or international government or regulatory policy, including without limitation, changes in trade policy and energy policy; x. changes in global economic trends and uncertainty, geopolitical risks, and demand or supply disruptions from global events; xi. changes in macroeconomic and market conditions, including the potential impact of any pandemic, risk of recession, inflation, supply chain constraints, commodity prices and exchange rates, and the impact of such changes on our business and results of operations; xii. the sufficiency of our cash and cash equivalents to meet our liquidity needs; xiii. the increasing cost and availability of additional capital, should such capital be needed; xiv. our ability to attract and retain customers for our products, and to optimize product pricing; xv. our ability to effectively manage our growth strategy and future expenses, including our startup and transition costs; xvi. our ability to successfully expand in our existing wind energy markets and into new international wind energy markets, including our ability to expand our field service inspection and repair services business and manufacture wind blades for offshore wind energy projects; xvii. our ability to keep up with market changes and innovations; xviii. our ability to successfully open new manufacturing facilities and expand existing facilities on time and on budget; xix. the impact of the pace of new product and wind blade model introductions on our business and our results of operations; xx. our ability to successfully expand our automotive business and execute upon our strategy of entering new markets outside of wind energy; xxi. our ability to maintain, protect and enhance our intellectual property; xxii. our ability to comply with existing, modified or new laws and regulations applying to our business, including the imposition of new taxes, duties or similar assessments on our products; xxiii. the attraction and retention of qualified associates and key personnel; xxiv. our ability to maintain good working relationships with our associates, and avoid labor disruptions, strikes and other disputes with labor unions that represent certain of our associates; and xxv. the potential impact of one or more of our customers becoming bankrupt or insolvent, or experiencing other financial problems.

These forward-looking statements are often characterized by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are only predictions based on our current expectations and our projections about future events. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, the matters discussed in “Risk Factors,” in our Annual Report on Form 10-K and other reports that we will file with the SEC.

Non-GAAP Definitions
This press release includes unaudited non-GAAP financial measures, including EBITDA, adjusted EBITDA, net cash (debt) and free cash flow. We define EBITDA as net income (loss) from continuing operations plus interest expense (including losses on the extinguishment of debt and net of interest income), income taxes and depreciation and amortization. We define adjusted EBITDA as EBITDA plus any share-based compensation expense, any foreign currency income or losses, any gains or losses on the sale of assets and asset impairments and any restructuring charges. We define net cash (debt) as the total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. We define free cash flow as net cash flow from operating activities less capital expenditures. We present non-GAAP measures when we believe that the additional information is useful and meaningful to investors. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP.

We provide forward-looking statements in the form of guidance in our quarterly earnings releases and during our quarterly earnings conference calls. This guidance is provided on a non-GAAP basis and cannot be reconciled to the closest GAAP measures without unreasonable effort because of the unpredictability of the amounts and timing of events affecting the items we exclude from non-GAAP measures. For example, stock-based compensation is unpredictable for our performance-based awards, which can fluctuate significantly based on current expectations of future achievement of performance-based targets. Amortization of intangible assets and restructuring costs are all impacted by the timing and size of potential future actions, which are difficult to predict. In addition, from time to time, we exclude certain items that occur infrequently, which are also inherently difficult to predict and estimate. It is also difficult to predict the tax effect of the items we exclude and to estimate certain discrete tax items, like the resolution of tax audits or changes to tax laws. As such, the costs that are being excluded from non-GAAP guidance are difficult to predict and a reconciliation or a range of results could lead to disclosure that would be imprecise or potentially misleading. Material changes to any one of the exclusions could have a significant effect on our guidance and future GAAP results.

See Table Four for a reconciliation of certain non-GAAP financial measures to the comparable GAAP measures.

Investor Relations
480-315-8742
Investors@TPIComposites.com

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE ONE - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	Three Months Ended June 30,							Six Months Ended June 30,
(in thousands, except per share data)		2023			2022				2023			2022
Net sales	$	381,271		$	392,502			$	785,337		$	736,027
Cost of sales		425,267			386,218				824,648			718,639
Startup and transition costs		3,377			7,519				5,357			17,596
Total cost of goods sold		428,644			393,737				830,005			736,235
Gross loss		(47,373	)		(1,235	)			(44,668	)		(208	)
General and administrative expenses		6,767			6,688				13,801			14,548
Loss on sale of assets and asset impairments		5,819			2,265				9,412			3,173
Restructuring charges, net		2,248			(658	)			2,323			(201	)
Loss from continuing operations		(62,207	)		(9,530	)			(70,204	)		(17,728	)
Other income (expense):
Interest expense, net		(1,878	)		(955	)			(4,406	)		(1,662	)
Foreign currency income (loss)		(1,485	)		5,696				(2,699	)		6,099
Miscellaneous income (expense)		700			(48	)			1,153			6
Total other income (expense)		(2,663	)		4,693				(5,952	)		4,443
Loss from continuing operations before income taxes		(64,870	)		(4,837	)			(76,156	)		(13,285	)
Income tax provision		(305	)		(5,882	)			(4,165	)		(8,826	)
Net loss from continuing operations		(65,175	)		(10,719	)			(80,321	)		(22,111	)
Preferred stock dividends and accretion		(15,598	)		(14,550	)			(30,771	)		(28,682	)
Net loss from continuing operations attributable to common stockholders		(80,773	)		(25,269	)			(111,092	)		(50,793	)
Net income (loss) from discontinued operations		(62	)		5,209				(7,043	)		801
Net loss attributable to common stockholders	$	(80,835	)	$	(20,060	)		$	(118,135	)	$	(49,992	)
Weighted-average shares of common stock outstanding:
Basic		42,517			41,968				42,386			41,934
Diluted		42,517			41,968				42,386			41,934
Net loss from continuing operations per common share:
Basic	$	(1.90	)	$	(0.60	)		$	(2.62	)	$	(1.21	)
Diluted	$	(1.90	)	$	(0.60	)		$	(2.62	)	$	(1.21	)
Net income (loss) from discontinued operations per common share:
Basic	$	(0.00	)	$	0.12			$	(0.17	)	$	0.02
Diluted	$	(0.00	)	$	0.12			$	(0.17	)	$	0.02
Net loss per common share:
Basic	$	(1.90	)	$	(0.48	)		$	(2.79	)	$	(1.19	)
Diluted	$	(1.90	)	$	(0.48	)		$	(2.79	)	$	(1.19	)
Non-GAAP Measures (unaudited):
EBITDA	$	(52,498	)	$	6,062			$	(51,534	)	$	8,088
Adjusted EBITDA	$	(38,884	)	$	5,583			$	(30,485	)	$	11,654

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE TWO - CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	June 30,			December 31,
(in thousands)		2023			2022
Assets
Current assets:
Cash and cash equivalents	$	170,096		$	133,546
Restricted cash		9,239			9,854
Accounts receivable		158,411			184,809
Contract assets		220,119			215,939
Prepaid expenses		28,056			29,119
Other current assets		36,614			26,052
Inventories		7,167			10,661
Current assets of discontinued operations		13,111			35,182
Total current assets		642,813			645,162
Noncurrent assets:
Property, plant and equipment, net		129,959			136,841
Operating lease right of use assets		142,061			152,312
Other noncurrent assets		30,115			27,861
Total assets	$	944,948		$	962,176
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	273,865		$	280,499
Accrued warranty		49,288			22,347
Current maturities of long-term debt		62,232			59,975
Current operating lease liabilities		22,320			22,220
Contract liabilities		-			17,100
Current liabilities of discontinued operations		9,723			54,440
Total current liabilities		417,428			456,581
Noncurrent liabilities:
Long-term debt, net of current maturities		128,735			1,198
Noncurrent operating lease liabilities		124,914			133,363
Other noncurrent liabilities		12,312			10,670
Total liabilities		683,389			601,812
Total mezzanine equity		340,648			309,877
Total stockholders’ equity		(79,089	)		50,487
Total liabilities, mezzanine equity and stockholders’ equity	$	944,948		$	962,176

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE THREE - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	Three Months Ended June 30,							Six Months Ended June 30,
(in thousands)		2023			2022				2023			2022
Net cash provided by (used in) operating activities	$	9,607		$	21,893			$	(74,254	)	$	(59,161	)
Net cash used in investing activities		(3,419	)		(2,494	)			(6,694	)		(8,010	)
Net cash provided by (used in) financing activities		363			10,553				108,109			(12,726	)
Impact of foreign exchange rates on cash, cash equivalents and restricted cash		184			(7,042	)			914			(8,649	)
Cash, cash equivalents and restricted cash, beginning of period		174,409			140,762				153,069			252,218
Cash, cash equivalents and restricted cash, end of period	$	181,144		$	163,672			$	181,144		$	163,672

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE FOUR - RECONCILIATION OF NON-GAAP MEASURES
(UNAUDITED)
EBITDA and adjusted EBITDA are reconciled as follows:	Three Months Ended June 30,							Six Months Ended June 30,
(in thousands)		2023			2022				2023			2022
Net loss attributable to common stockholders	$	(80,835	)	$	(20,060	)		$	(118,135	)	$	(49,992	)
Net loss (income) from discontinued operations		62			(5,209	)			7,043			(801	)
Net loss from continuing operations attributable to common stockholders		(80,773	)		(25,269	)			(111,092	)		(50,793	)
Preferred stock dividends and accretion		15,598			14,550				30,771			28,682
Net loss from continuing operations		(65,175	)		(10,719	)			(80,321	)		(22,111	)
Adjustments:
Depreciation and amortization		10,494			9,944				20,216			19,711
Interest expense, net		1,878			955				4,406			1,662
Income tax provision		305			5,882				4,165			8,826
EBITDA		(52,498	)		6,062				(51,534	)		8,088
Share-based compensation expense		4,062			3,610				6,615			6,693
Foreign currency loss (income)		1,485			(5,696	)			2,699			(6,099	)
Loss on sale of assets and asset impairments		5,819			2,265				9,412			3,173
Restructuring charges, net		2,248			(658	)			2,323			(201	)
Adjusted EBITDA	$	(38,884	)	$	5,583			$	(30,485	)	$	11,654
Net cash (debt) is reconciled as follows:	June 30,			December 31,
(in thousands)		2023			2022
Cash and cash equivalents	$	170,096		$	133,546
Cash and cash equivalents of discontinued operations		1,809			9,669
Less total debt - principal		(195,462	)		(61,173	)
Net cash (debt)	$	(23,557	)	$	82,042
Free cash flow is reconciled as follows:	Three Months Ended June 30,							Six Months Ended June 30,
(in thousands)		2023			2022				2023			2022
Net cash provided by (used in) operating activities	$	9,607		$	21,893			$	(74,254	)	$	(59,161	)
Less capital expenditures		(3,419	)		(2,494	)			(6,694	)		(8,010	)
Free cash flow	$	6,188		$	19,399			$	(80,948	)	$	(67,171	)

Exhibit 99.2

 

Q2 2023 Earnings Call August 3, 2023

Q2 2023 Earnings Call August 3, 2023 Legal Disclaimer This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this presentation, including statements regarding our futur e r esults of operations and financial position, business strategy and plans and objectives of management for future operations, are forward - looking statements. In many cases, you can identify forward - looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other simila r w ords. Forward - looking statements contained in this presentation include, but are not limited to, statements about: i. competition from other wind blade and wind blade turbine manufacturers; ii. the discovery of defects in our produc ts and our ability to estimate the future cost of warranty campaigns; iii. the current status of the wind energy market and our addressable market; iv. our ability to absorb or mitigate the impact of price increases in resin, carbo n r einforcements (or fiber), other raw materials and related logistics costs that we use to produce our products; v. our ability to absorb or mitigate the impact of wage inflation in the countries in which we operate; vi. our abi lit y to procure adequate supplies of raw materials and components to fulfill our wind blade volume commitments to our customers; vii. the potential impact of the increasing prevalence of auction based tenders in the wind ene rgy market and increased competition from solar energy on our gross margins and overall financial performance; viii. our future financial performance, including our net sales, cost of goods sold, gross profit or gross margi n, operating expenses, ability to generate positive cash flow and ability to achieve or maintain profitability; ix. changes in domestic or international government or regulatory policy, including without limitation, changes in trade poli cy and energy policy; x. changes in global economic trends and uncertainty, geopolitical risks, and demand or supply disruptions from global events; xi. changes in macroeconomic and market conditions, including the potential impact of any pandemic, risk of recession, inflation, supply chain constraints, commodity prices and exchange rates, and the impact of such changes on our business and results of operations; xii. the sufficiency of our cash and cash eq uiv alents to meet our liquidity needs; xiii. the increasing cost and availability of additional capital, should such capital be needed; xiv. our ability to attract and retain customers for our products, and to optimize product pricing; xv. our ability to effect ive ly manage our growth strategy and future expenses, including our startup and transition costs; xvi. our ability to successfully expand in our existing wind energy markets and into new international wind en ergy markets, including our ability to expand our field service inspection and repair services business and manufacture wind blades for offshore wind energy projects; xvii. our ability to keep up with market changes and innovatio ns; xviii. our ability to successfully open new manufacturing facilities and expand existing facilities on time and on budget; xix. the impact of the pace of new product and wind blade model introductions on our business and our res ult s of operations; xx. our ability to successfully expand our automotive business and execute upon our strategy of entering new markets outside of wind energy; xxi. our ability to maintain, protect and enhance our intellectu al property; xxii. our ability to comply with existing, modified or new laws and regulations applying to our business, including the imposition of new taxes, duties or similar assessments on our products; xxiii. the attraction and ret ent ion of qualified associates and key personnel; xxiv. our ability to maintain good working relationships with our associates, and avoid labor disruptions, strikes and other disputes with labor unions that represent certain of our ass ociates; and xxv. the potential impact of one or more of our customers becoming bankrupt or insolvent, or experiencing other financial problems. These forward - looking statements are only predictions. These statements relate to future events or our future financial performa nce and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to materially differ from any future results, levels of activity, pe rfo rmance or achievements expressed or implied by these forward - looking statements. Because forward - looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not re ly on these forward - looking statements as guarantees of future events. Further information on the factors, risks and uncertainties that could affect our financial results and the forward - looking statements in this presentation are included i n our filings with the Securities and Exchange Commission and will be included in subsequent periodic and current reports we make with the Securities and Exchange Commission from time to time, including in our Annual Report on Form 10 - K for the year ended December 31, 2022, filed with the Securities and Exchange Commission. The forward - looking statements in this presentation represent our views as of the date of this presentation. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward - looking statements at some point in the future, we undertake no obligation to update any forward - looking statement to reflect events or developments after the date on which the statement is made or to reflect the occurrence of unanticipated events except to the extent required by applicable law. You should, therefore, not rely on these forward - looking s tatements as representing our views as of any date after the date of this presentation. Our forward - looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investme nts we may make. This presentation includes unaudited non - GAAP financial measures including EBITDA, adjusted EBITDA, net cash (debt) and free cas h flow. We define EBITDA as net income (loss) from continuing operations plus interest expense (including losses on the extinguishment of debt and net of interest income), income taxes and depreciation and amortization. We define a dju sted EBITDA as EBITDA plus any share - based compensation expense, any foreign currency income or losses, any gains or losses on the sale of assets and asset impairments and any restructuring charges. We define net cash (debt) as t ota l unrestricted cash and cash equivalents less the total principal amount of debt outstanding. We define free cash flow as net cash flow from operating activities less capital expenditures. We present non - GAAP measures when we believe tha t the additional information is useful and meaningful to investors. Non - GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The pr ese ntation of non - GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. See the Appendix for the reconciliatio ns of certain non - GAAP financial measures to the comparable GAAP measures. This presentation also contains estimates and other information concerning our industry that are based on industry publicatio ns, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information. 2

Q2 2023 Earnings Call August 3, 2023 Agenda 3 • Q2 2023 Highlights and Business Update • Q2 2023 Financial Highlights and 2023 Guidance • Wrap Up • Q&A • Appendix – Non - GAAP Financial Information

August 3, 2023 Q2 2023 Highlights and Business Update 4

August 3, 2023 Q2 2023 Earnings Call Q2 2023 Continuing Operations Highlights 5 Net Sales (1) ($ in millions) Q2 2023 operating results and year - over - year comparisons to Q2 2022: – Net sales down 2.9% to $381 million – Net loss attributable to common stockholders was ($80.8) million compared to ($25.3) million in Q2 2022 – Adjusted EBITDA was a ($38.9) million loss compared to $5.6 million in Q2 2022 – Utilization was 85% compared to 88% in Q2 2022 Highlights: – Reported positive operating cash flow resulting in a $170 million cash balance at quarter end – Agreed in principle to add four lines of capacity in Juarez to produce GE’s “workhorse” turbine through 2025 – Hired new Chief Quality Officer reporting to our President & CEO (1) Prior year results were restated due to discontinued operations to be comparable (2) See Appendix for reconciliations of non - GAAP financial data. $393 $381 $- $150 $300 $450 2Q-22 2Q-23 Adjusted EBITDA (1, 2) ($ in millions) $5.6 ($38.9) $(45) $(30) $(15) $- $15 2Q-22 2Q-23

August 3, 2023 Q2 2023 Earnings Call Business Update 6 • Global Operations • Global Service • Automotive • Supply Chain • Wind Market

August 3, 2023 Q2 2023 Financial Highlights and 2023 Guidance 7

Q2 2023 Earnings Call August 3, 2023 Q2 2023 Financial Highlights from Continuing Operations (1) (unaudited) 8 (1) Prior year results were restated due to discontinued operations to be comparable (2) See Appendix for reconciliations of non - GAAP financial data. Key Highlights • Sets produced down slightly to 661 • Utilization of 85% compared to 88% in Q2 of 2022 • Adjusted EBITDA loss of ($38.9) million compared to adjusted EBITDA of $5.6 million in Q2 of 2022: - Higher warranty costs - Inflation impacting wage rates and production expenses - Higher costs for quality control measures + Cost reduction initiatives + Lower startup and transition costs + Net favorable foreign currency fluctuations Key Statement of Operations Data Change Change (in thousands) 2023 2022 % 2023 2022 % Net sales $381,271 $392,502 -2.9% $ 785,337 $736,027 6.7% Net loss from continuing operations attributable to common stockholders $ (80,773) $ (25,269) NM $(111,092) $ (50,793) -118.7% Non-GAAP Metric Adjusted EBITDA (2) (in thousands) $ (38,884) $ 5,583 NM $ (30,485) $ 11,654 NM Adjusted EBITDA Margin -10.2% 1.4% -1160 bps -3.9% 1.6% -550 bps Key Performance Indicators (KPIs) Sets produced 661 675 -14 1,316     1,222     94 Estimated megawatts 2,910 2,976 -66 5,858     5,366     492 Utilization 85% 88% -300 bps 84% 80% 400 bps Dedicated wind blade manufacturing lines 37 36 1 line 37 36 1 line Wind blade manufacturing lines installed 37 36 1 line 37 36 1 line Three Months Ended June 30, Six Months Ended June 30,

Q2 2023 Earnings Call August 3, 2023 Q2 2023 Financial Highlights – Continued (1) (unaudited) 9 Key Highlights • $170 million of unrestricted cash on June 30, 2023 • Free cash flow of $6.2 million in the second quarter: – Focusing on working capital in a challenging environment – Expect a modest cash burn over the balance of the year as we satisfy warranty commitments and implement quality improvement initiatives (1) See Appendix for reconciliations of non - GAAP financial data. Key Balance Sheet Data June 30, December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 170,096 $ 133,546 Cash and cash equivalents of discontinued operations 1,809 9,669 Total debt - principal 195,462 61,173 Net cash (debt) $ (23,557) $ 82,042 Key Cash Flow Data (in thousands) 2023 2022 2023 2022 Net cash provided by (used in) operating activities $ 9,607 $ 21,893 $ (74,254) $ (59,161) Less capital expenditures 3,419 2,494 6,694 8,010 Free cash flow $ 6,188 $ 19,399 $ (80,948) $ (67,171) Three Months Ended June 30, Six Months Ended June 30,

Q2 2023 Earnings Call August 3, 2023 10 2023 TPI Guidance Sales from Continuing Operations $1.6 billion to $1.7 billion Adjusted EBITDA Margin % from Continuing Operations Low single digit (1) (1) Includes approximately 250 - 300 basis points of contract related costs in excess of revenue related to the Company’s facility in Matamoros, Mexico that was taken over from Nordex in July 2021. Capital Expenditures $40 million to $45 million Utilization % 85% to 90% on 37 lines Previous Full Year 2023 Sales from Continuing Operations $1.525 billion to $1.575 billion Adjusted EBITDA Margin % from Continuing Operations Loss of < (1%) (1) Capital Expenditures $40 million to $45 million Utilization % 80% to 85% on 37 lines Updated Full Year 2023

August 3, 2023 Wrap Up 11

Q2 2023 Earnings Call August 3, 2023 Wrap Up 12 • Responding proactively to quality issues with a sense of urgency • Focusing on what we can control as we manage cash flow and our business through short - term challenges • Remain very bullish on the energy transition • Positioned to capitalize on the significant growth the industry expects in the coming years • Thanks to our associates for their commitment and dedication to TPI and our mission to decarbonize and electrify

August 3, 2023 Q&A 13

August 3, 2023 Appendix – Non - GAAP Financial Information This presentation includes unaudited non - GAAP financial measures including EBITDA, adjusted EBITDA, net cash (debt) and free cash flow. We define EBITDA as net income (loss) from continuing operations plus interest expense (including losses on the extinguishment of debt and net of interest income), income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus any share - based compensation expense, any foreign currency income or losses, any gains or losses on the sale of assets and asset impairments and any restructuring charges. We define net cash (debt) as total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. We define free cash flow as net cash flow from operating activities less capital expenditures. We present non - GAAP measures when we believe that the additional information is useful and meaningful to investors. Non - GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non - GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. We provide forward - looking statements in the form of guidance in our quarterly earnings releases and during our quarterly earnings conference calls. This guidance is provided on a non - GAAP basis and cannot be reconciled to the closest GAAP measures without unreasonable effort because of the unpredictability of the amounts and timing of events affecting the items we exclude from non - GAAP measures. For example, stock - based compensation is unpredictable for our performance - based awards, which can fluctuate significantly based on current expectations of future achievement of performance - based targets. Amortization of intangible assets and restructuring costs are all impacted by the timing and size of potential future actions, which are difficult to predict. In addition, from time to time, we exclude certain items th at occur infrequently, which are also inherently difficult to predict and estimate. It is also difficult to predict the tax effe ct of the items we exclude and to estimate certain discrete tax items, like the resolution of tax audits or changes to tax laws. As such, the costs that are being excluded from non - GAAP guidance are difficult to predict and a reconciliation or a range of results could lead to disclosure that would be imprecise or potentially misleading. Material changes to any one of the exclusions could have a significant effect on our guidance and future GAAP results. See below for a reconciliation of certain non - GAAP financial measures to the comparable GAAP measures. 14

Q2 2023 Earnings Call August 3, 2023 EBITDA and adjusted EBITDA are reconciled as follows: Net cash (debt) is reconciled as follows: Non - GAAP Reconciliations (unaudited) 15 (in thousands) 2023 2022 2023 2022 Net loss attributable to common stockholders $ (80,835) $ (20,060) $(118,135) $(49,992) Net loss (income) from discontinued operations 62 (5,209) 7,043 (801) Net loss from continuing operations attributable to common stockholders (80,773) (25,269) (111,092) (50,793) Preferred stock dividends and accretion 15,598 14,550 30,771 28,682 Net loss from continuing operations (65,175) (10,719) (80,321) (22,111) Adjustments: Depreciation and amortization 10,494 9,944 20,216 19,711 Interest expense, net 1,878 955 4,406 1,662 Income tax provision 305 5,882 4,165 8,826 EBITDA (52,498) 6,062 (51,534) 8,088 Share-based compensation expense 4,062 3,610 6,615 6,693 Foreign currency loss (income) 1,485 (5,696) 2,699 (6,099) Loss on sale of assets and asset impairments 5,819 2,265 9,412 3,173 Restructuring charges, net 2,248 (658) 2,323 (201) Adjusted EBITDA $ (38,884) $ 5,583 $ (30,485) $ 11,654 Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, (in thousands) 2023 2022 Cash and cash equivalents $170,096 $ 133,546 Cash and cash equivalents of discontinued operations 1,809 9,669 Less total debt - principal (195,462) (61,173) Net cash (debt) $ (23,557) $ 82,042

v3.23.2

Cover	Aug. 03, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 03, 2023
Entity File Number	001-37839
Entity Registrant Name	TPI Composites, Inc.
Entity Central Index Key	0001455684
Entity Tax Identification Number	20-1590775
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9200 E. Pima Center Parkway, Suite 250
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85258
City Area Code	480
Local Phone Number	305-8910
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	TPIC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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