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):  November 7, 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: November 7, 2024	By:	/s/ Ryan Miller
		Ryan Miller
		Chief Financial Officer

 

EXHIBIT 99.1

TPI Composites, Inc. Announces Third Quarter 2024 Earnings Results – Operational Execution and Strategic Initiatives Drive Improved Profitability

SCOTTSDALE, Ariz., Nov. 07, 2024 (GLOBE NEWSWIRE) -- TPI Composites, Inc. (Nasdaq: TPIC), today reported financial results for the third quarter ended September 30, 2024.

“The third quarter marked a significant improvement for the company, showcasing improved profitability with positive adjusted EBITDA. This improvement was largely driven by 89% utilization in our plants as we made progress on transitioning/starting up ten lines with next-generation workhorse blades. Our results also benefited from eliminating losses that had been burdening our financial performance by divesting the Automotive business and shutting down the Nordex Matamoros plant at the end of the second quarter of this year. Sales reached $380.8 million, reflecting 23% sequential, quarterly growth, and positioning us well to achieve the mid-point of our full-year sales guidance,” said Bill Siwek, President and CEO of TPI Composites.”

“We believe we are well positioned to capitalize on the long-term growth expected in the U.S. onshore wind market as well as to capitalize on the growth with the blades we now have in production. We expect strong demand in the U.S. in the near term that will push our plants in Mexico to near capacity utilization in 2025. We have also agreed with GE Vernova to reopen our Iowa plant in mid-2025 and we have secured additional capacity in the U.S. to meet the needs of our customers. Outside of the U.S. market, we expect that we will continue to face some inflationary challenges in Türkiye and brisk competitive challenges from Chinese manufacturers and therefore our near-term volumes in those regions are still a bit fluid. While our operating environment is pretty dynamic right now, we believe our strong focus on safety, quality, LEAN and technological innovation will allow us to continue to successfully compete at the highest level in the long term.”

Third Quarter 2024 Results and Recent Business Highlights

• Net Sales totaled $380.8 million for the three months ended September 30, 2024, an increase of 2.8% over the same period last year.

• Net loss from continuing operations attributable to common stockholders was $38.6 million for the three months ended September 30, 2024, compared to a net loss of $43.0 million in the same period last year.

• Adjusted EBITDA was $8.0 million for the three months ended September 30, 2024, compared to adjusted EBITDA of $0.2 million in the same period last year.

• Line startup and transitions are fully executed with all ten lines producing next-generation blades.

KPIs from continuing operations			3Q’24			3Q’23
	Sets1		601			666
	Estimated megawatts2		2,526			2,892
	Utilization3		89%			85%
	Dedicated manufacturing lines4		34			37
	Manufacturing lines installed5		34			37
	Wind Blade ASP (in $ thousands)6	$199			$176

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.

Third Quarter 2024 Financial Results from Continuing Operations

Net sales for the three months ended September 30, 2024, increased 2.8% to $380.8 million as compared to $370.2 million in the same period in 2023 due to the following:

• Net Sales of wind blades, tooling and other wind related sales (“Wind”) increased by $6.9 million, or 1.9%, to $369.1 million for the three months ended September 30, 2024, as compared to $362.2 million in the same period in 2023. The increase was primarily due to 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, favorable foreign currency fluctuations, and an increase in wind blade inventory included in contract assets driven by the startups and transitions. The increase in wind blade inventory directly correlates to higher sales under the cost-to-cost revenue recognition method for our wind blade contracts. This increase was partially offset by a 10% decrease in the number of wind blades produced due primarily to the number and pace of startups and transitions and expected volume declines based on market activity levels.

• Field service, inspection and repair services (“Field Services”) sales increased $3.7 million, or 45.8%, to $11.7 million for the three months ended September 30, 2024, as compared to $8.0 million in the same period in 2023. The increase was due primarily to the return of technicians deployed to revenue generating projects versus time spent on non-revenue generating inspection and repair activities.

Net loss from continuing operations attributable to common stockholders was $38.6 million for the three months ended September 30, 2024, compared to a net loss of $43.0 million in the same period in 2023. The decrease in net loss was primarily driven by the absence of losses from our Nordex Matamoros facility, which was shut down at the end of the second quarter of 2024, lower charges for changes in estimate for pre-existing warranties, a reduction in general and administrative cost due to lower employee compensation costs, an increase in revenue, benefits from foreign currency fluctuations, and a lower income tax provision. These improvements were partially offset by increased labor cost in Türkiye and Mexico, higher start up and transition costs, and higher asset impairments from our tooling business. In addition, the net loss from continuing operations attributable to common stockholders for the three months ended September 30, 2024 includes $24.2 million of interest expense compared to $1.6 million of interest expense and $16.0 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 $0.81 for the three months ended September 30, 2024, compared to a net loss per common share of $1.01 for the same period in 2023.

Adjusted EBITDA was $8.0 million for the three months ended September 30, 2024, as compared to adjusted EBITDA of $0.2 million during the same period in 2023. Adjusted EBITDA margin was 2.1% as compared to an adjusted EBITDA margin of 0.1% during the same period in 2023. The increase was primarily driven by the absence of losses from our Nordex Matamoros facility, which was shut down at the end of the second quarter of 2024, benefits from foreign currency fluctuations, lower charges for changes in estimate for pre-existing warranties, a reduction in general and administrative cost due to lower employee compensation costs, and an increase in revenue. These improvements were partially offset by increased labor cost in Türkiye and Mexico and higher start up and transition costs.

Net cash provided by operating activities improved by $12.7 million for the three months ended September 30, 2024, as compared to the same period in 2023, primarily due to higher adjusted EBITDA in the current period and other working capital changes, partially offset by an increase in cash paid for taxes and interest.

Net cash used in investing activities increased by $10.4 million for the three months ended September 30, 2024, as compared to 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 and the sale of our Taicang, China facility in the prior year.

2024 Guidance

Guidance for the full year ending December 31, 2024:

Guidance	Full Year 2024
Net Sales from Continuing Operations	Approximately $1.35 billion, previously guided in the range of $1.3 - $1.4 billion
Adjusted EBITDA Margin % from Continuing Operations	A loss of approximately (2%), previously guided approximately 1%
Utilization %	75% to 80% (based on 34 lines installed)
Capital Expenditures	Approximately $30 million, previously guided in the range of $25 - $30 million

Conference Call and Webcast Information

TPI Composites will host an investor conference call this afternoon, Thursday, November 7^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 1-800-343-4849, or for international callers, 1-203-518-9843. The Conference ID for the live call is “TPIC”. 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 11157090. The replay will be available until November 21, 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 electric vehicle markets 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, 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, 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 September 30,							Nine Months Ended September 30,
(in thousands, except per share data)	2024			2023				2024			2023
Net sales	$	380,762		$	370,242			$	984,625		$	1,138,068
Cost of sales	369,882			367,915				982,939			1,163,429
Startup and transition costs	8,113			4,817				51,020			10,174
Total cost of goods sold	377,995			372,732				1,033,959			1,173,603
Gross profit (loss)	2,767			(2,490		)		(49,334		)	(35,535		)
General and administrative expenses	4,717			8,817				22,331			22,618
Loss on sale of assets and asset impairments	9,196			5,164				14,114			14,576
Restructuring charges, net	428			710				908			2,934
Loss from continuing operations	(11,574		)	(17,181		)		(86,687		)	(75,663		)
Other income (expense):
Interest expense, net	(24,194		)	(1,625		)		(68,005		)	(6,026		)
Foreign currency loss	(2,346		)	(511		)		(2,845		)	(3,257		)
Miscellaneous income	759			376				3,461			1,491
Total other expense	(25,781		)	(1,760		)		(67,389		)	(7,792		)
Loss before income taxes	(37,355		)	(18,941		)		(154,076		)	(83,455		)
Income tax provision	(1,241		)	(8,007		)		(6,895		)	(12,123		)
Net loss from continuing operations	(38,596		)	(26,948		)		(160,971		)	(95,578		)
Preferred stock dividends and accretion	-			(16,031		)		-			(46,802		)
Net loss from continuing operations attributable to common stockholders	(38,596		)	(42,979		)		(160,971		)	(142,380		)
Net loss from discontinued operations	(1,472		)	(29,867		)		(31,654		)	(48,601		)
Net loss attributable to common stockholders	$	(40,068	)	$	(72,846	)		$	(192,625	)	$	(190,981	)
Weighted-average shares of common stock outstanding:
Basic	47,556			42,570				47,422			42,448
Diluted	47,556			42,570				47,422			42,448
Net loss from continuing operations per common share:
Basic	$	(0.81	)	$	(1.01	)		$	(3.39	)	$	(3.36	)
Diluted	$	(0.81	)	$	(1.01	)		$	(3.39	)	$	(3.36	)
Net loss from discontinued operations per common share:
Basic	$	(0.03	)	$	(0.70	)		$	(0.67	)	$	(1.14	)
Diluted	$	(0.03	)	$	(0.70	)		$	(0.67	)	$	(1.14	)
Net loss per common share:
Basic	$	(0.84	)	$	(1.71	)		$	(4.06	)	$	(4.50	)
Diluted	$	(0.84	)	$	(1.71	)		$	(4.06	)	$	(4.50	)
Non-GAAP Measures (unaudited):
EBITDA	$	(5,590	)	$	(8,638	)		$	(63,128	)	$	(50,191	)
Adjusted EBITDA	$	8,014		$	215			$	(39,940	)	$	(20,431	)

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE TWO - CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	September 30,			December 31,
(in thousands)	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	125,871		$	161,059
Restricted cash	9,576			10,838
Accounts receivable	150,186			138,029
Contract assets	124,851			112,237
Prepaid expenses	19,940			17,621
Other current assets	26,775			34,564
Inventories	4,518			9,420
Assets held for sale	4,966			-
Current assets of discontinued operations	865			19,307
Total current assets	467,548			503,075
Noncurrent assets:
Property, plant and equipment, net	116,282			128,808
Operating lease right of use assets	130,739			136,124
Other noncurrent assets	38,076			36,073
Total assets	$	752,645		$	804,080
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	286,245		$	227,723
Accrued warranty	35,251			37,483
Current maturities of long-term debt	139,845			70,465
Current operating lease liabilities	26,100			22,017
Contract liabilities	2,768			24,021
Liabilities held for sale	1,073			-
Current liabilities of discontinued operations	1,782			4,712
Total current liabilities	493,064			386,421
Noncurrent liabilities:
Long-term debt, net of current maturities	465,989			414,728
Noncurrent operating lease liabilities	108,096			117,133
Other noncurrent liabilities	7,491			8,102
Total liabilities	1,074,640			926,384
Total stockholders’ deficit	(321,995		)	(122,304		)
Total liabilities and stockholders’ deficit	$	752,645		$	804,080
Non-GAAP Measure (unaudited):
Net debt	$	(479,228	)	$	(323,218	)

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE THREE - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	Three Months Ended September 30,							Nine Months Ended September 30,
(in thousands)	2024			2023				2024			2023
Net cash provided by (used in) operating activities	$	1,065		$	(11,654	)		$	(74,843	)	$	(85,908	)
Net cash provided by (used in) investing activities	(6,674		)	3,684				(22,079		)	(3,010		)
Net cash provided by financing activities	31,369			920				60,776			109,029
Impact of foreign exchange rates on cash, cash equivalents and restricted cash	(616		)	(214		)		(485		)	700
Cash, cash equivalents and restricted cash, beginning of period	111,038			181,144				172,813			153,069
Cash, cash equivalents and restricted cash, end of period	$	136,182		$	173,880			$	136,182		$	173,880
Non-GAAP Measure (unaudited):
Free cash flow	$	(5,609	)	$	(20,806	)		$	(96,922	)	$	(101,754	)

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE FOUR - RECONCILIATION OF NON-GAAP MEASURES
(UNAUDITED)
EBITDA and adjusted EBITDA are reconciled as follows:	Three Months Ended September 30,							Nine Months Ended September 30,
(in thousands)	2024			2023				2024			2023
Net loss attributable to common stockholders	$	(40,068	)	$	(72,846	)		$	(192,625	)	$	(190,981	)
Net loss from discontinued operations	1,472			29,867				31,654			48,601
Net loss from continuing operations attributable to common stockholders	(38,596		)	(42,979		)		(160,971		)	(142,380		)
Preferred stock dividends and accretion	-			16,031				-			46,802
Net loss from continuing operations	(38,596		)	(26,948		)		(160,971		)	(95,578		)
Adjustments:
Depreciation and amortization	7,571			8,678				22,943			27,238
Interest expense, net	24,194			1,625				68,005			6,026
Income tax provision	1,241			8,007				6,895			12,123
EBITDA	(5,590		)	(8,638		)		(63,128		)	(50,191		)
Share-based compensation expense	1,634			2,468				5,321			8,993
Foreign currency loss	2,346			511				2,845			3,257
Loss on sale of assets and asset impairments	9,196			5,164				14,114			14,576
Restructuring charges, net	428			710				908			2,934
Adjusted EBITDA	$	8,014		$	215			$	(39,940	)	$	(20,431	)
Net debt is reconciled as follows:								September 30,			December 31,
(in thousands)								2024			2023
Cash and cash equivalents								$	125,871		$	161,059
Cash and cash equivalents of discontinued operations								735			916
Total debt, net of debt issuance costs and debt discount								(605,834		)	(485,193		)
Net debt								$	(479,228	)	$	(323,218	)
Free cash flow is reconciled as follows:	Three Months Ended September 30,							Nine Months Ended September 30,
(in thousands)	2024			2023				2024			2023
Net cash provided by (used in) operating activities	$	1,065		$	(11,654	)		$	(74,843	)	$	(85,908	)
Capital expenditures	(6,674		)	(9,152		)		(22,079		)	(15,846		)
Free cash flow	$	(5,609	)	$	(20,806	)		$	(96,922	)	$	(101,754	)

Exhibit 99.2

 

 

Q3 2024 Earnings Call November 7, 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 Q3 2024

Agenda ⎮ Q3 2024 Highlights and Business Update ⎮ Q3 2024 Financial Highlights and 2024 Guidance ⎮ Wrap Up ⎮ Q&A 3 Q3 2024

Q3 2024 Highlights and Business Update Q3 2024 4

$370 $381 $- $250 $500 3Q23 3Q24 $0 $8 $- $5 $10 $15 3Q23 3Q24 Q3 2024 Continuing Operations 5 Q3 2024 operating results and year - over - year comparisons to Q3 2023: Highlights: x Net sales up 2.8% to $381 million x Net loss from continuing operations attributable to common stockholders was $38.6 million compared to a loss of $43.0 million in Q3 2023 x Adjusted EBITDA of $8 million compared to $0.2 million in Q3 2023 x Sales up 23% sequentially from Q2 x Positive AEBITDA and cash flows from operations x Seven of ten lines in startup or transition achieved full rate production in the quarter x Portfolio re - shaping nearing completion x Agreement with GEV to re - open Newton IA plant mid - 2025 x Expect Q4 to be our strongest free cash flow quarter (1) See Appendix for reconciliations of non - GAAP financial data Adjusted EBITDA (1) ($ in millions) Net Sales ($ in millions) Q3 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 Q3 - 2024 Des Moines, IA Newton, IA Wind & Global Services • All regions expected to have positive EBITDA in Q4 2024 • LEAN and quality focus continues driving operational improvement and efficiencies • 7 of 10 lines in startup or transition achieved full rate production; balance to be completed in early Q4 • Newton, Iowa plant that serves GEV to re - open in mid - 2025 Market • Strong demand for TPI in U.S. in 2025; EU volumes for 2025+ are dynamic • U.S. and EU onshore inflection timing remains unclear driven by interest rates, inflation, permitting, grid access . Election results add additional uncertainty, especially in the U.S. • Long - term forecast for both the U.S. and EU remain very strong driven by load growth due to electrification • Türkiye targeting 30GW wind capacity by 2035 • Plants dedicated to the U.S. market are sold out for 2025 • Supply chain remains stable with high single digit cost improvements expected in 2025 • Quarterly field services revenue up year over year and sequentially as technicians return to normal levels of revenue work

Q3 2024 Financial Highlights and 2024 Guidance Q3 2024 7

Net sales were $380.8 million in Q3 2024 compared to $370.2 million in Q3 2023: + ASPs driven by mix of blades produced + Ramp of production for new workhorse blades + Foreign currency fluctuations - Number of blades produced due to startups and transitions - Expected volume declines Adjusted EBITDA was $8.0 million in Q3 2024 compared to adjusted EBITDA of $0.2 million in Q3 2023: + Absence of Nordex Matamoros losses + Favorable foreign currency fluctuations + Lower pre - existing warranty charges + Reduced G&A due to lower employee compensation costs + Increased revenue - Inflation impact on production wages - Startup and transition costs Key Highlights Unaudited Q3 2024 Financial Highlights from Continuing Operations (1) See Appendix for reconciliations of non - GAAP financial data Q3 2024 8

Key Highlights $126 million of unrestricted cash on September 30, 2024 Q3 2024 Free cash flow ($ millions): $8.0 Adjusted EBITDA ($6.2) Interest payments ($2.6) Tax payments ($6.6) Capital expenditures $1.8 Other working capital changes ($5.6) Free cash flow Unaudited Q3 2024 Financial Highlights – Continued (1) (1) See Appendix for reconciliations of non - GAAP financial data Q3 2024 9

Adjusted EBITDA Margin % from Continuing Operations A loss of ~ (2%), previously guided ~ 1% Capital Expenditures ~ $30 million, previously guided in the range of $25 - $30 million Utilization Percentage 75% to 80% on 34 lines Sales from Continuing Operations ~ $1.35 billion, previously guided in the range of $1.3 - $1.4 billion 2024 TPI Guidance 10 Q3 2024

Wrap Up Q3 2024 11

Q3 2024 12 Wrap Up Market: • Long term prospects continue to be exciting • Structural foundation for sustained onshore growth is in place and robust • Market inflection point remains uncertain, but likely pushed right • Interest rates, permitting, grid access and election results may impact project timelines Operational: • 7 of 10 lines in startup or transition achieved serial production; remaining expected to be completed in early Q4 • Agreement with GEV to re - open Newton, IA plant by mid - 2025 • Field services returning to normal levels of revenue generating work • Continued focus on LEAN to enable waste reduction across the business • Deliberate focus on quality continues to yield benefits Financial: • Q3 delivered sequential and year over year revenue growth and positive AEBITDA • Expect Q4 will be our strongest free cash flow quarter • Will provide 2025 guidance on Q4 2024 earnings call People: • Thanks to our associates for their commitment and dedication to TPI and our mission to decarbonize and electrify the world • Jennifer Lowry joining Board of Directors effective November 13, 2024

Q&A Q3 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 ou tst anding. 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 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. Q3 2024

Non - GAAP Reconciliations EBITDA and adjusted EBITDA are reconciled as follows: Unaudited Net cash (debt) is reconciled as follows: Q3 2024 15

v3.24.3

Cover	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 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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