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 8, 2024

_______________________________

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 8, 2024	By:	/s/ Ryan Miller
		Ryan Miller
		Chief Financial Officer

 

EXHIBIT 99.1

TPI Composites, Inc. Announces Second Quarter 2024 Earnings Results – Remains Well Positioned for a Recovery in the Second Half of 2024

SCOTTSDALE, Ariz., Aug. 08, 2024 (GLOBE NEWSWIRE) -- TPI Composites, Inc. (Nasdaq: TPIC), today reported financial results for the second quarter ended June 30, 2024.

“In the second quarter we were able to complete the divestiture of our Automotive business and we closed the Nordex Matamoros plant for Nordex, two loss making businesses that have negatively impacted TPI’s performance. We also continued the ramp of ten lines either in startup or transition. As these lines enter serial production and utilization increases, combined with the divestiture of the Automotive business and shut down of the Nordex Matamoros plant, we are positioned to return the company to profitability and positive free cash flow in the second half of the year,” said Bill Siwek, President and CEO of TPI Composites.

“We remain steadfast in our approach to control costs, drive productivity and prepare for the growth of the wind market. We are reaffirming our guidance for the full year 2024, however, we are narrowing our adjusted EBITDA guidance to the low end of the range to reflect the cost of shutting down the Nordex Matamoros plant instead of transitioning it back to them at the end of the second quarter as originally anticipated.”

Second Quarter 2024 Results and Recent Business Highlights

• Net Sales totaled $309.8 million for the three months ended June 30, 2024, a decrease of 17.2% over the same period last year.
• Net loss from continuing operations attributable to common stockholders was $61.5 million for the three months ended June 30, 2024, compared to a net loss of $74.3 million in the same period last year.
• Adjusted EBITDA was a loss of $24.9 million for the three months ended June 30, 2024, compared to an adjusted EBITDA loss of $33.3 million in the same period last year.
• Effective June 30, 2024, we divested the Automotive business and closed the Nordex Matamoros facility for Nordex, two loss making businesses that have negatively impacted TPI’s performance.

KPIs from continuing operations			2Q’24			2Q’23
	Sets1		473			661
	Estimated megawatts²		2,024			2,910
	Utilization3		63%			85%
	Dedicated manufacturing lines4		38			37
	Manufacturing lines installed5		38			37
	Wind Blade ASP (in $ thousands)6	$208			$179

 

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 invoiced 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.
6.	Wind blade ASP represents the average sales price during the period for a single wind blade that we manufacture for our customers.

Second Quarter 2024 Financial Results from Continuing Operations

Net sales for the three months ended June 30, 2024, decreased 17.2% to $309.8 million as compared to $374.0 million in the same period in 2023 due to the following:

• Net Sales of wind blades, tooling and other wind related sales (“Wind”) decreased by $58.4 million, or 16.1%, to $304.3 million for the three months ended June 30, 2024, as compared to $362.7 million in the same period in 2023. The decrease was primarily due to the number and pace of startups and transitions, expected volume declines based on market activity levels, cancelled orders for the Nordex Matamoros facility, and unfavorable foreign currency fluctuations. These decreases were partially offset by higher average sales prices of wind blades due to changes in the mix of wind blade models produced, in particular the startup of production at one of our previously idled facilities in Juarez, Mexico, and an increase in tooling sales in preparation for manufacturing line startups and transitions.
• Field service, inspection and repair services (“Field Services”) sales decreased $5.8 million, or 51.0%, to $5.5 million for the three months ended June 30, 2024, as compared to $11.3 million in the same period in 2023. The decrease was primarily due to a reduction in technicians deployed to revenue generating projects due to an increase in time spent on non-revenue generating inspection and repair activities.

Net loss from continuing operations attributable to common stockholders was $61.5 million for the three months ended June 30, 2024, compared to a net loss of $74.3 million in the same period in 2023. The decrease in net loss was primarily driven by the absence of a $32.7 million warranty charge recorded in the prior year, favorable foreign currency fluctuations and costs savings initiatives, partially offset by lower sales, startup and transition costs, higher losses from the Nordex Matamoros facility, and higher wages and inflation. In addition, the net loss from continuing operations attributable to common stockholders for the three months ended June 30, 2024 includes $22.4 million of interest expense compared to $1.9 million of interest expense and $15.6 million of preferred stock dividends and accretion in the same period in 2023 as result of the Oaktree refinancing of their preferred stock into a senior term loan in December of 2023.

The net loss from continuing operations per common share was $1.30 the three months ended June 30, 2024, compared to a net loss per common share of $1.75 for the same period in 2023.

Adjusted EBITDA was a loss of $24.9 million for the three months ended June 30, 2024, as compared to an adjusted EBITDA loss of $33.3 million during the same period in 2023. Adjusted EBITDA margin was a loss of 8.0% as compared to an adjusted EBITDA margin loss of 8.9% during the same period in 2023. The decrease was primarily driven by the absence of a $32.7 million warranty charge recorded in the prior year, favorable foreign currency fluctuations and costs savings initiatives, partially offset by lower sales, startup and transition costs, higher losses from the Nordex Matamoros facility, and higher wages and inflation.

Net cash used in operating activities increased by $1.7 million for the six months ended June 30, 2024, as compared to the same period in 2023, primarily due to an increase in net losses during the current period, an increase in cash paid for income taxes, and working capital changes, partially offset by higher payments in the prior comparative period related to restructuring activities associated with the shutdown of our China operations at the end of 2022. Capital expenditures increased to $15.4 million for the six months ended June 30, 2024, as compared to $6.7 million in the same period in 2023, primarily due to capital expenditures for the startup and transition of our manufacturing lines at our facilities in Mexico and Türkiye.

2024 Guidance

Guidance for the full year ending December 31, 2024:

Guidance	Full Year 2024
Net Sales from Continuing Operations	$1.3 billion - $1.4 billion
Adjusted EBITDA Margin % from Continuing Operations	Approximately 1%, previously guided in the range of 1% to 3%
Utilization %	75% to 80% (based on 34 lines installed)
Capital Expenditures	$25 - $30 million

Conference Call and Webcast Information

TPI Composites will host an investor conference call this afternoon, Thursday, August 8^th, 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 1-800-343-4136, or for international callers, 1-203-518-9843. 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 11156386. The replay will be available until August 22, 2024. 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 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 which are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, among other things, concerning: growth of the wind energy and our addressable markets for our products and services; effects on our financial statements and our financial outlook; our business strategy, including anticipated trends and developments in and management plans for our business and the wind industry and other markets in which we operate; competition; future financial results, operating results, revenues, gross margin, operating expenses, profitability, products, projected costs, warranties, our ability to improve our operating margins, and capital expenditures. These forward-looking statements are often characterized by the use of words such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue” and the negative or plural of these words and other comparable terminology. 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) 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)			2024			2023				2024			2023
Net sales		$	309,817		$	374,021			$	603,863		$	767,826
Cost of sales			313,562			411,461				613,057			795,512
Startup and transition costs			20,678			3,377				42,907			5,357
Total cost of goods sold			334,240			414,838				655,964			800,869
Gross loss			(24,423	)		(40,817	)			(52,101	)		(33,043	)
General and administrative expenses			9,211			6,767				17,614			13,801
Loss on sale of assets and asset impairments			3,083			5,819				4,918			9,412
Restructuring charges, net			298			2,248				480			2,224
Loss from continuing operations			(37,015	)		(55,651	)			(75,113	)		(58,480	)
Other income (expense):
Interest expense, net			(22,428	)		(1,876	)			(43,811	)		(4,401	)
Foreign currency income (loss)			132			(1,564	)			(499	)		(2,746	)
Miscellaneous income			227			682				2,702			1,115
Total other expense			(22,069	)		(2,758	)			(41,608	)		(6,032	)
Loss before income taxes			(59,084	)		(58,409	)			(116,721	)		(64,512	)
Income tax provision			(2,412	)		(287	)			(5,654	)		(4,116	)
Net loss from continuing operations			(61,496	)		(58,696	)			(122,375	)		(68,628	)
Preferred stock dividends and accretion			-			(15,598	)			-			(30,771	)
Net loss from continuing operations attributable to common stockholders			(61,496	)		(74,294	)			(122,375	)		(99,399	)
Net loss from discontinued operations			(29,593	)		(6,541	)			(30,182	)		(18,736	)
Net loss attributable to common stockholders		$	(91,089	)	$	(80,835	)		$	(152,557	)	$	(118,135	)
Weighted-average shares of common stock outstanding:
Basic			47,504			42,517				47,354			42,386
Diluted			47,504			42,517				47,354			42,386
Net loss from continuing operations per common share:
Basic		$	(1.30	)	$	(1.75	)		$	(2.58	)	$	(2.35	)
Diluted		$	(1.30	)	$	(1.75	)		$	(2.58	)	$	(2.35	)
Net loss from discontinued operations per common share:
Basic		$	(0.62	)	$	(0.15	)		$	(0.64	)	$	(0.44	)
Diluted		$	(0.62	)	$	(0.15	)		$	(0.64	)	$	(0.44	)
Net loss per common share:
Basic		$	(1.92	)	$	(1.90	)		$	(3.22	)	$	(2.79	)
Diluted		$	(1.92	)	$	(1.90	)		$	(3.22	)	$	(2.79	)
Non-GAAP Measures (unaudited):
EBITDA		$	(29,322	)	$	(46,890	)		$	(57,538	)	$	(41,552	)
Adjusted EBITDA		$	(24,911	)	$	(33,291	)		$	(47,953	)	$	(20,645	)

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE TWO - CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	June 30,			December 31,
(in thousands)		2024			2023
Assets
Current assets:
Cash and cash equivalents	$	101,861		$	161,059
Restricted cash		8,451			10,838
Accounts receivable		145,907			138,029
Contract assets		111,228			112,237
Prepaid expenses		19,380			17,621
Other current assets		29,278			34,564
Inventories		5,454			9,420
Current assets of discontinued operations		867			19,307
Total current assets		422,426			503,075
Noncurrent assets:
Property, plant and equipment, net		120,787			128,808
Operating lease right of use assets		133,745			136,124
Other noncurrent assets		38,464			36,073
Total assets	$	715,422		$	804,080
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	250,602		$	227,723
Accrued warranty		34,000			37,483
Current maturities of long-term debt		106,163			70,465
Current operating lease liabilities		24,815			22,017
Contract liabilities		4,408			24,021
Current liabilities of discontinued operations		1,777			4,712
Total current liabilities		421,765			386,421
Noncurrent liabilities:
Long-term debt, net of current maturities		448,283			414,728
Noncurrent operating lease liabilities		112,420			117,133
Other noncurrent liabilities		7,213			8,102
Total liabilities		989,681			926,384
Total stockholders’ deficit		(274,259	)		(122,304	)
Total liabilities and stockholders’ deficit	$	715,422		$	804,080
Non-GAAP Measure (unaudited):
Net debt	$	(451,859	)	$	(323,218	)

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)			2024			2023				2024			2023
Net cash (used in) provided by operating activities		$	(36,904	)	$	9,607			$	(75,908	)	$	(74,254	)
Net cash used in investing activities			(7,120	)		(3,419	)			(15,405	)		(6,694	)
Net cash provided by financing activities			25,527			363				29,407			108,109
Impact of foreign exchange rates on cash, cash equivalents and restricted cash			(202	)		184				131			914
Cash, cash equivalents and restricted cash, beginning of period			129,737			174,409				172,813			153,069
Cash, cash equivalents and restricted cash, end of period		$	111,038		$	181,144			$	111,038		$	181,144
Non-GAAP Measure (unaudited):
Free cash flow		$	(44,024	)	$	6,188			$	(91,313	)	$	(80,948	)

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)		2024			2023				2024			2023
Net loss attributable to common stockholders	$	(91,089	)	$	(80,835	)		$	(152,557	)	$	(118,135	)
Net loss from discontinued operations		29,593			6,541				30,182			18,736
Net loss from continuing operations attributable to common stockholders		(61,496	)		(74,294	)			(122,375	)		(99,399	)
Preferred stock dividends and accretion		-			15,598				-			30,771
Net loss from continuing operations		(61,496	)		(58,696	)			(122,375	)		(68,628	)
Adjustments:
Depreciation and amortization		7,334			9,643				15,372			18,559
Interest expense, net		22,428			1,876				43,811			4,401
Income tax provision		2,412			287				5,654			4,116
EBITDA		(29,322	)		(46,890	)			(57,538	)		(41,552	)
Share-based compensation expense		1,162			3,968				3,688			6,525
Foreign currency (income) loss		(132	)		1,564				499			2,746
Loss on sale of assets and asset impairments		3,083			5,819				4,918			9,412
Restructuring charges, net		298			2,248				480			2,224
Adjusted EBITDA	$	(24,911	)	$	(33,291	)		$	(47,953	)	$	(20,645	)
Net debt is reconciled as follows:								June 30,			December 31,
(in thousands)									2024			2023
Cash and cash equivalents								$	101,861		$	161,059
Cash and cash equivalents of discontinued operations									726			916
Total debt, net of debt issuance costs and debt discount									(554,446	)		(485,193	)
Net debt								$	(451,859	)	$	(323,218	)
Free cash flow is reconciled as follows:	Three Months Ended June 30,							Six Months Ended June 30,
(in thousands)		2024			2023				2024			2023
Net cash (used in) provided by operating activities	$	(36,904	)	$	9,607			$	(75,908	)	$	(74,254	)
Capital expenditures		(7,120	)		(3,419	)			(15,405	)		(6,694	)
Free cash flow	$	(44,024	)	$	6,188			$	(91,313	)	$	(80,948	)

Exhibit 99.2

 

Q2 2024 Earnings Call August 8th, 2024

Legal Disclaimer 2 This presentation 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). All statements other than statements of historical facts contained in this presentation, including statements regarding our future results 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 similar words. 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, rising interest rates and 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; 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 projected sales and costs, including materials costs and capital expenditures, during the current fiscal year; 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; xxv. the potential impact of one or more of our customers becoming bankrupt or insolvent or experiencing other financial problems; xxvi. our projected business model during the current fiscal year, including with respect to the number of wind blade manufacturing lines we anticipate; and xxvii. our ability to service our current debt and comply with any covenants related to such debt. These forward - looking statements are only predictions. These statements relate to future events or our future financial performance 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, performance 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 rely 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 in 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, 2023, 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 statements 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 investments we may make. This presentation includes unaudited non - GAAP financial measures including EBITDA, adjusted EBITDA, net cash (debt) and free cash flow. We define EBITDA, a non - GAAP financial measure, as net income or loss from continuing operations plus interest expense net, income taxes, depreciation and amortization, preferred stock dividends and accretion less gain on extinguishment on series A preferred stock. We define adjusted EBITDA as EBITDA plus any share - based compensation expense, plus or minus any foreign currency losses or income, plus or minus any losses or gains from the sale of assets and asset impairments, plus 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. See the Appendix for the reconciliations 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 publications, 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 Q2 2024

Agenda ⎮ Q2 2024 Highlights and Business Update ⎮ Q2 2024 Financial Highlights and 2024 Guidance ⎮ Wrap Up ⎮ Q&A 3 Q2 2024

Q2 2024 Highlights and Business Update Q2 2024 4

$374 $310 $- $250 $500 2Q23 2Q24 ($33) ($25) (40) (30) (20) (10) - 10 20 30 2Q23 2Q24 Q2 2024 Continuing Operations 5 Q2 2024 operating results and year - over - year comparisons to Q2 2023: Highlights: x Net sales down 17.2% to $310 million x Net loss from continuing operations attributable to common stockholders was $61.5 million compared to a loss of $74.3 million in Q2 2023 x Adjusted EBITDA was a $25 million loss compared to a loss of $33 million in Q2 2023 x Second quarter financial performance impacted by the shutdown of the Nordex Matamoros plant x Executed Automotive divestiture effective June 30, 2024 x Line startups and transitions progressing with a sharpened focus on quality related to new blade models x Expect to achieve at least mid - single - digit adjusted EBITDA margins with positive free cash flow in the second half of 2024 (1) See Appendix for reconciliations of non - GAAP financial data Adjusted EBITDA (1) ($ in millions) Net Sales ($ in millions) Q2 2024

Global Footprint HEADQUARTERS Scottsdale, AZ Ciudad Juárez, MX 4 SITES Matamoros, MX 1 SITE Warren, RI Madrid, ES Berlin, DE Kolding, DK Izmir, TR 2 SITES Chennai, IN Wind Blade Manufacturing Global Services Tooling / R&D / Engineering 6 Q2 - 2024 Des Moines, IA Newton, IA Wind • India and Türkiye continue to perform at high levels. Mexico operations poised for a turn to profitability in the second half • LEAN focus driving operational efficiencies • Line startups and transitions progressing with an intense focus on quality • Supply chain remains stable Global Services Market • Quarterly revenue impacted by warranty campaign announced last year • Expect technicians to transition to normal levels of revenue work in the second half of 2024 • Remain optimistic about the long - term recovery of onshore wind, timing is still somewhat uncertain • Interest rates, inflation, permitting, grid access and U.S. election uncertainty impacting some project timelines • Strong demand for TPI in US in 2025; EU volumes for 2025 still uncertain

Q2 2024 Financial Highlights and 2024 Guidance Q2 2024 7

Key Highlights Sales down due to a decrease in the number of blades produced, startup and transition activities, expected market volume, and foreign currency fluctuations, partially offset by higher ASPs (mix) and higher tooling sales. Adjusted EBITDA loss of $24.9 million in Q2 2024 compared to adjusted EBITDA loss of $33.3 million in Q2 2023: + Absence of 2023 warranty charge + Cost reduction initiatives + Favorable foreign currency fluctuations - Sales reduction due to transitions and startups - Higher startup and transition costs - Nordex Matamoros losses - Inflation impact on production expenses and wages Unaudited Q2 2024 Financial Highlights from Continuing Operations (1) (1) See Appendix for reconciliations of non - GAAP financial data Q2 2024 8

Key Highlights $102 million of unrestricted cash on June 30, 2024 Q2 2024 Free cash flow ($ millions): ($24.9) Adjusted EBITDA ($7.1) Capital expenditures ($5.8) Tax payments ($1.9) Interest payments ($4.3) Other working capital changes ($44.0) Unaudited Q2 2024 Financial Highlights – Continued (1) (1) See Appendix for reconciliations of non - GAAP financial data Q2 2024 9

Adjusted EBITDA Margin % from Continuing Operations Approximately 1% Capital Expenditures $25 million to $30 million Utilization Percentage 75% to 80% on 34 lines Sales from Continuing Operations $1.3 billion to $1.4 billion 2024 TPI Guidance 10 Q2 2024

Wrap Up Q2 2024 11

Q2 2024 12 Wrap Up Market: • Long term prospects continue to be promising • Structural foundation for sustained onshore growth is in place and robust • Market recovery likely pushed to back half of 2025 or into 2026 • Election uncertainty, interest rates, permitting and grid access impacting some project timelines Operational: • Automotive divestiture and Nordex Matamoros contract concluded • Renewed focus on LEAN to drive waste reduction across the business • Quality improvement initiatives have been successful • Line startups and transitions progressing with a sharpened focus on quality Financial : • Adjusted EBITDA and cash flow return to positive in second half of 2024 • End 2024 on run rate to achieve Adjusted EBITDA levels of at least $100 million in 2025 People: • Thanks to our associates for their commitment and dedication to TPI and our mission to decarbonize and electrify the world

Q&A Q2 2024 13

14 Appendix – Non - GAAP Financial Information This presentation includes unaudited non - GAAP financial measures including EBITDA, adjusted EBITDA, net cash (debt) and free cas h flow. We define EBITDA, a non - GAAP financial measure, as net income or loss from continuing operations plus interest expense net, income taxes, depreciati on and amortization, preferred stock dividends and accretion less gain on extinguishment on series A preferred stock. We define adjusted EBITDA as EBITDA plus any sh are - based compensation expense, plus or minus any foreign currency losses or income, plus or minus any losses or gains from the sale of assets and a sse t impairments, plus any restructuring charges . We define net cash (debt) as total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. W e d efine 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 si milar 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 earnin gs 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 un predictability of the amounts and timing of events affecting the items we exclude from non - GAAP measures. For example, stock - based compensation is unpredictable f or our performance - based awards, which can fluctuate significantly based on current expectations of future achievement of performance - based targets. Amor tization of intangible assets and restructuring costs are all impacted by the timing and size of potential future actions, which are difficult to predict. In a ddi tion, 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 ef fect 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 exclu ded 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 . M aterial 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. Q2 2024

Non - GAAP Reconciliations EBITDA and adjusted EBITDA are reconciled as follows: Unaudited Net cash (debt) is reconciled as follows: Q2 2024 15

 

v3.24.2.u1

Cover	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2024
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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