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 6, 2019  

TPI Composites, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware 001-37839 20-1590775
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

8501 N. Scottsdale Rd, Gainey Center II, Suite 100, Scottsdale, Arizona 85253
(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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 TPIC NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]

 

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. [ X ]

 

 
 

Item 2.02. Results of Operations and Financial Condition.

          On November 6, 2019, TPI Composites, Inc. (the Company) issued a press release announcing its financial results for the three months ended September 30, 2019. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein. The Company also posted a presentation to its website at www.tpicomposites.com under the tab “Investors” providing information regarding its results of operations and financial condition for the three months ended September 30, 2019. The information contained in the presentation is incorporated by reference herein. The presentation is being furnished herewith as Exhibit 99.2 to this current report on Form 8-K. The Company’s website and the information contained therein is not part of this disclosure.

          The information in Item 2.02 of this current report on Form 8-K (including the exhibits attached hereto) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this current report on Form 8-K (including the exhibits attached hereto) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits

99.1   Press release, dated November 6, 2019
99.2   Presentation, dated November 6, 2019


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 6, 2019 By:  /s/ Bryan Schumaker        
    Bryan Schumaker
    Chief Financial Officer
   

EXHIBIT 99.1

TPI Composites, Inc. Announces Third Quarter 2019 Earnings Results – Net Sales up 50% and Adjusted EBITDA up 57%

SCOTTSDALE, Ariz., Nov. 06, 2019 (GLOBE NEWSWIRE) -- TPI Composites, Inc. (Nasdaq: TPIC), the only independent manufacturer of composite wind blades with a global footprint, today reported financial results for the third quarter ended September 30, 2019.

Highlights

For the quarter ended September 30, 2019:

  • Net sales of $383.8 million
  • Total billings of $385.6 million
  • Net loss of $4.6 million or $0.13 per share
  • EBITDA of $26.3 million
  • Adjusted EBITDA of $27.6 million
KPIs   Q3'19   Q3'18  
  Sets1 858   589  
  Estimated megawatts² 2,491   1,625  
  Utilization3 88 % 69 %
  Dedicated manufacturing lines4 52   51  
  Manufacturing lines installed5 48   39  
  Manufacturing lines in operation6 30   28  
  Manufacturing lines in startup7 10   5  
  Manufacturing lines in transition8 8   6  
  1. Number of wind blade sets (which consist of three wind blades) invoiced worldwide during the period.
  2. Estimated megawatts of energy capacity to be generated by wind blade sets invoiced during the period.
  3. Utilization represents the percentage of wind blades invoiced during the period compared to the total potential capacity of wind blade 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 at the end of the period.
  6. Number of wind blade manufacturing lines in operation represents the number of wind blade manufacturing lines installed less the number of manufacturing lines in startup and in transition.
  7. Number of wind blade manufacturing lines in a startup phase during the pre-production and production ramp-up period.
  8. Number of wind blade manufacturing lines that were being transitioned to a new wind blade model during the period.



“TPI generated solid financial results for the third quarter delivering 50% top line and 57% adjusted EBITDA growth,” said Steve Lockard, CEO of TPI Composites. “We remain encouraged by the longer-term outlook for the wind industry and the important role TPI plays in the wind supply chain as a trusted, outsourced manufacturer of wind blades. We are confident and committed to our business model and strategy, and we continue to focus on execution as we navigate this dynamic wind market environment.”

“The fundamentals of our business remain strong as we continue to partner with our customers to support their global production needs. We are making excellent progress in our diversification efforts, and we continue to deploy resources to accelerate existing and new development programs. In our core wind business, we are investing alongside our customers through cost sharing and collaborative teamwork to keep pace with the rapid expansion and development anticipated over the next few years. Our mature operations are performing at or above our expectations, even those going through line transitions this year.  So despite the near-term volatility that startups in new geographies and increased transitions have had on our results of operations for 2019 and are expected to have on our projected results of operations for 2020, our team remains focused on driving out costs, improving operational efficiency and utilization at our facilities, and remaining focused on the long-term,” concluded Mr. Lockard.

Third Quarter 2019 Financial Results

Net sales for the three months ended September 30, 2019 increased by $128.9 million or 50.5% to $383.8 million compared to $255.0 million in the same period in 2018. Net sales of wind blades increased by 49.9% to $352.2 million for the three months ended September 30, 2019 as compared to $234.9 million in the same period in 2018. The increase was primarily driven by a 44% increase in the number of wind blades produced year over year largely as a result of increased production at our China, Mexico and Turkey facilities. Total billings for the three months ended September 30, 2019 increased by $144.9 million or 60.2% to $385.6 million compared to $240.7 million in the 2018 period. The impact of the currency movement on consolidated net sales and total billings for the quarter was a net decrease of 1.6% and 1.5%, respectively, as compared to 2018.

Total cost of goods sold for the three months ended September 30, 2019 was $357.9 million and included $13.1 million related to ten lines in startup in our plants in China and Mexico and the startup of new wind blade models for a customer in Turkey and $9.0 million of transition costs related to eight lines in transition during the quarter. This compares to total cost of goods sold for the three months ended September 30, 2018 of $238.0 million and included $19.0 million related to startup costs in our new plants in Turkey, Mexico and Iowa, the startup costs related to a new customer in Taicang, China and $2.4 million of transition costs related to the six lines in transition during the quarter. Cost of goods sold as a percentage of net sales remained consistent during the three months ended September 30, 2019 as compared to the same period in 2018, driven primarily by the extended startup of our Newton, Iowa transportation facility, offset by the impact of savings in raw material costs and foreign currency fluctuations.

General and administrative expenses for the three months ended September 30, 2019 totaled $10.6 million, or 2.8% of net sales, compared to $9.8 million, or 3.8% of net sales, for the same period in 2018. The decrease was primarily driven by lower incentive compensation. 

Income taxes reflected a provision of $18.8 million for the quarter as compared to a benefit of $10.3 million for the same period in 2018. The change was primarily due to the jurisdictional earnings mix in the quarter as compared to the same period in 2018 and from the reversal of the U.S. valuation allowance in the 2018 quarter.

The net loss for the three months ended September 30, 2019 was $4.6 million as compared to net income of $9.5 million in the same period in 2018. The decrease was primarily due to the reasons set forth above. The net loss per share was $0.13 for the three months ended September 30, 2019, compared to diluted income per share of $0.26 for the three months ended September 30, 2018. 

EBITDA for the quarter increased to $26.3 million, compared to $7.4 million during the same period in 2018. Adjusted EBITDA for the quarter increased to $27.6 million compared to $17.6 million during the same period in 2018. Adjusted EBITDA margin increased slightly to 7.2% compared to 6.9% during the same period in 2018.

Capital expenditures were $21.4 million for the quarter compared to $8.3 million during the same period in 2018. Our capital expenditures have been primarily related to machinery and equipment for new facilities and expansion or improvements at existing facilities.

We ended the quarter with $92.1 million of cash and cash equivalents and net debt was $51.3 million as compared to net debt of $53.2 million at December 31, 2018, and we had free cash flow during the quarter of $42.9 million.

2019 Guidance Previous Updated
Total billings $1.45 billion to $1.5 billion $1.38 billion to $1.4 billion
Net sales $1.45 billion to $1.5 billion Unchanged
Adjusted EBITDA $80 million to $85 million Unchanged
Loss per share $0.18 to $0.23 Unchanged
Sets invoiced 3,180 to 3,220 3,180 to 3,205
Average sales price per blade $135,000 to $140,000 Unchanged
Non-blade billings $100 million to $105 million Unchanged
G&A costs as a % of billings (incl. SBC and loss on sale of receivables) 4.0% to 4.25% 3.5% to 4.0%
Estimated megawatts of sets invoiced 9,300 to 9,400 Unchanged
Dedicated manufacturing lines at year end 52 to 55 Unchanged
Manufacturing lines installed at year end 48 Unchanged
Manufacturing lines in operation at year end 24 to 26 Unchanged
Manufacturing lines in startup during the year approximately 14 Unchanged
Manufacturing lines in transition during the year approximately 10 Unchanged
Line utilization (based on 50 lines in Q1 & Q2 and 48 lines in Q3 & Q4) approximately 80% Unchanged
Startup costs $47 million to $49 million Unchanged
Transition costs $19 million to $21 million Unchanged
Capital expenditures $95 million to $100 million
(approx. 85% growth related)
Unchanged
Depreciation and amortization $37 million to $38 million Unchanged
Interest expense $8 million to $8.5 million Unchanged
Share-based compensation expense $7 million to $8 million Unchanged

Postponement of Investor Day

Considering the significant changes in our industry and increased uncertainty around the number and timing of wind blade model startups and transitions with certain of our customers, and the corresponding impact that these factors will have on our 2020 outlook, TPI Composites has postponed its Investor Day originally scheduled for November 15 in New York and will reschedule it as soon as its 2020 plans are finalized.

Conference Call and Webcast Information

TPI Composites will host an investor conference call this afternoon, Wednesday, November 6, 2019 at 5:00pm ET. Interested parties are invited to listen to the conference call which can be accessed live over the phone by dialing 1-877-407-9208, or for international callers, 1-201-493-6784. 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 13695460. The replay will be available until November 13, 2019. 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 the only independent manufacturer of composite wind blades for the wind energy market with a global manufacturing footprint. TPI delivers high-quality, cost-effective composite solutions through long-term relationships with leading OEMs in the wind and transportation markets. TPI is headquartered in Scottsdale, Arizona and operates factories in the U.S., China, Mexico, Turkey and India. TPI operates additional engineering development centers in Denmark and Germany. 

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: 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; our projected annual revenue growth; 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 total billings, EBITDA, adjusted EBITDA, net cash/debt and free cash flow. We define total billings as total amounts billed from products and services that we are entitled to payment and have billed under the terms of our long-term supply agreements or other contractual arrangements. We define EBITDA as net income/loss plus interest expense (including losses on extinguishment of debt and net of interest income), income taxes and depreciation and amortization. We define adjusted EBITDA as EBITDA plus share-based compensation expense plus or minus any gains or losses from foreign currency remeasurement, plus or minus any gains or losses from the sale of assets. 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 generated 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 below for a reconciliation of certain non-GAAP financial measures to the comparable GAAP measures as well as our Investor Presentation which can be found in the Investors section at www.tpicomposites.com.

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)     2019     2018       2019     2018  
Net sales   $ 383,836   $ 254,976     $ 1,014,387   $ 739,567  
Cost of sales     335,778     216,594       904,135     625,817  
Startup and transition costs     22,127     21,415       63,206     53,474  
Total cost of goods sold     357,905     238,009       967,341     679,291  
Gross profit     25,931     16,967       47,046     60,276  
General and administrative expenses     10,608     9,756       27,801     31,908  
Realized loss on sale of assets     3,354     -       10,561     -  
Restructuring charges (reversals), net     (149 )   -       3,725     -  
Income from operations     12,118     7,211       4,959     28,368  
Other income (expense):            
  Interest income     43     45       125     129  
  Interest expense     (2,130 )   (2,323 )     (6,403 )   (8,376 )
  Loss on extinguishment of debt     -     -       -     (3,397 )
  Realized gain (loss) on foreign currency remeasurement     3,719     (8,181 )     (1,050 )   (12,957 )
  Miscellaneous income     517     2,511       2,235     4,003  
Total other income (expense)     2,149     (7,948 )     (5,093 )   (20,598 )
Income (loss) before income taxes     14,267     (737 )     (134 )   7,770  
Income tax benefit (provision)     (18,838 )   10,269       (14,713 )   6,357  
Net income (loss)   $ (4,571 ) $ 9,532     $ (14,847 ) $ 14,127  
             
Weighted-average common shares outstanding:            
Basic     35,131     34,419       35,024     34,212  
Diluted     35,131     36,282       35,024     35,946  
             
Net income (loss) per common share:            
Basic   $ (0.13 ) $ 0.28     $ (0.42 ) $ 0.41  
Diluted   $ (0.13 ) $ 0.26     $ (0.42 ) $ 0.39  
             
Non-GAAP Measures (unaudited):            
Total billings   $ 385,603   $ 240,699     $ 969,543   $ 701,755  
EBITDA   $ 26,302   $ 7,419     $ 33,876   $ 38,494  
Adjusted EBITDA   $ 27,619   $ 17,572     $ 50,091   $ 58,422  
             



 
TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE TWO - CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
  September 30, December 31,
(in thousands)   2019     2018  
Current assets:    
Cash and cash equivalents $ 92,085   $ 85,346  
Restricted cash   1,600     3,555  
Accounts receivable   152,725     176,815  
Contract assets   164,568     116,708  
Prepaid expenses   19,272     9,219  
Other current assets   26,609     16,819  
Inventories   11,559     5,735  
Total current assets   468,418     414,197  
Noncurrent assets:    
Property, plant, and equipment, net   193,988     159,423  
Operating lease right of use assets   126,366     -  
Other noncurrent assets   32,200     31,235  
Total assets $ 820,972   $ 604,855  
     
Current liabilities:    
Accounts payable and accrued expenses $ 286,545   $ 199,078  
Accrued warranty   48,282     36,765  
Current maturities of long-term debt   19,262     27,058  
Current operating lease liabilities   16,730     -  
Contract liabilities   2,141     7,143  
Total current liabilities   372,960     270,044  
Noncurrent liabilities:    
Long-term debt, net of debt issuance costs and    
current maturities   123,390     110,565  
Noncurrent operating lease liabilities   113,147     -  
Other noncurrent liabilities   5,310     3,289  
Total liabilities   614,807     383,898  
Total stockholders' equity   206,165     220,957  
Total liabilities and stockholders' equity $ 820,972   $ 604,855  
     
Non-GAAP Measure (unaudited):    
Net debt $ (51,290 ) $ (53,155 )
     



 
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)     2019     2018       2019     2018  
Net cash provided by operating activities   $ 64,253   $ 14,660     $ 62,735   $ 17,195  
Net cash used in investing activities     (22,455 )   (8,326 )     (60,194 )   (50,636 )
Net cash provided by (used in) financing activities     (8,088 )   (11,247 )     2,358     (4,555 )
Impact of foreign exchange rates on cash, cash equivalents and restricted cash     (811 )   170       (115 )   (283 )
Cash, cash equivalents and restricted cash, beginning of period     61,261     118,901       89,376     152,437  
Cash, cash equivalents and restricted cash, end of period   $ 94,160   $ 114,158     $ 94,160   $ 114,158  
             
             
Non-GAAP Measure (unaudited):            
Free cash flow   $
42,900   $
6,334     $
3,643   $
(33,441 )
             



 
TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE FOUR - RECONCILIATION OF NON-GAAP MEASURES
(UNAUDITED)
           
Total billings is reconciled as follows: Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands)   2019     2018       2019     2018  
Net sales $ 383,836   $ 254,976     $ 1,014,387   $ 739,567  
(Increase) decrease in gross contract assets   2,303     (1,434 )     (41,444 )   (24,526 )
Foreign exchange impact   (536 )   (12,843 )     (3,400 )   (13,286 )
Total billings $ 385,603   $ 240,699     $ 969,543   $ 701,755  
           
EBITDA and adjusted EBITDA are reconciled as follows: Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands)   2019     2018       2019     2018  
           
Net income (loss) $ (4,571 ) $ 9,532     $ (14,847 ) $ 14,127  
Adjustments:          
Depreciation and amortization   9,948     5,878       27,732     19,080  
Interest expense (net of interest income)   2,087     2,278       6,278     8,247  
Loss on extinguishment of debt   -     -       -     3,397  
Income tax provision (benefit)   18,838     (10,269 )     14,713     (6,357 )
EBITDA   26,302     7,419       33,876     38,494  
Share-based compensation expense   1,682     1,972       4,604     6,971  
Realized (gain) loss on foreign currency remeasurement   (3,719 )   8,181       1,050     12,957  
Realized loss on sale of assets   3,354     -       10,561     -  
Adjusted EBITDA $ 27,619   $ 17,572     $ 50,091   $ 58,422  
           
Free cash flow is reconciled as follows: Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands)   2019     2018       2019     2018  
Net cash provided by operating activities $ 64,253
  $ 14,660     $ 62,735   $ 17,195  
Less capital expenditures   (21,353 )   (8,326 )     (59,092 )   (50,636 )
Free cash flow $ 42,900   $ 6,334     $ 3,643   $ (33,441 )
                           
Net debt is reconciled as follows: September 30,
December 31,
             
(in thousands)   2019     2018                
Cash and cash equivalents $ 92,085   $ 85,346                
Less total debt, net of debt issuance costs   (142,652 )   (137,623 )              
Less debt issuance costs   (723 )   (878 )              
Net debt $ (51,290 ) $ (53,155 )              
           

 

 

EXHIBIT 99.2

 

 

Q3 2019 Earnings Call

 

 

Q3 2019 Earnings Call Legal Disclaimer This presentation contains forward - looking statements within the meaning of the federal securities law. All statements other tha n statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, business strategy and p lan s 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,” “ex pects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these te rms or other similar words. Forward - looking statements contained in this presentation include, but are not limited to, statements about: (i) growth of the wind energy market and ou r a ddressable market; (ii) the potential impact of the increasing prevalence of auction - based tenders in the wind energy market and increased competition from solar energy on our gros s margins and overall financial performance; (iii) our future financial performance, including our net sales, cost of goods sold, gross profit or gross margin, operating expens es, ability to generate positive cash flow, and ability to achieve or maintain profitability; (iv) changes in domestic or international government or regulatory policy, including witho ut limitation, changes in trade policy; (v) the sufficiency of our cash and cash equivalents to meet our liquidity needs; (vi) our ability to attract and retain customers for our products, and to optimize product pricing; (vii) our ability to effectively manage our growth strategy and future expenses, including our startup and transition costs; (viii) competition from other win d b lade and wind blade turbine manufacturers; (ix) the discovery of defects in our products; (x) our ability to successfully expand in our existing wind energy markets and into new in ternational wind energy markets; (xi) our ability to successfully open new manufacturing facilities and expand existing facilities on time and on budget; (xii) the impact of the acc elerated pace of new product and wind blade model introductions on our business and our results of operations; (xiii) our ability to successfully expand our transportation bus ine ss and execute upon our strategy of entering new markets outside of wind energy; (xiv) worldwide economic conditions and their impact on customer demand; (xv) our ability to maintain , p rotect and enhance our intellectual property; (xvi) our ability to comply with existing, modified or new laws and regulations applying to our business, including the imposition of n ew taxes, duties or similar assessments on our products; (xvii) the attraction and retention of qualified employees and key personnel; (xviii) our ability to maintain good working r ela tionships with our employees, and avoid labor disruptions, strikes and other disputes with labor unions that represent certain of our employees; (xix) our ability to procure adequate s upp lies of raw materials and components to fulfill our wind blade volume commitments to our customers and (xx) the potential impact of one or more of our customers becoming bankrupt or ins olvent, 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, performance or achievements expressed or implied by these forward - looking statements. Because forward - looking statements are inh erently 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 even ts. 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 ou r 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, 2018. 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 undertak e 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 una nti cipated 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 aft er 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 total billings, EBITDA, adjusted EBITDA, net cash (de bt) and free cash flow. We define total billings as the total amounts we have invoiced our customers for products and services for which we are entitled to payment under the ter ms of our long - term supply agreements or other contractual agreements. We define EBITDA as net income (loss) plus interest expense (including losses on the extinguishment o f d ebt and net of interest income), income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus any share - based compensation expense, plus or minus any gains or losses from foreign currency remeasurement and any gains or losses on the sale of assets. We define net cash (debt) as the total unrestricted cash and cas h e quivalents less the total principal amount of debt outstanding. We define free cash flow as net cash flow generated from operating activities less capital expenditures. We pres ent 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 a nd 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 substitut e 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 fina ncial 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 . November 6, 2019 2

 

 

Q3 2019 Earnings Call Agenda • Q3 2019 Highlights • Q3 2019 Financial Highlights • Guidance for 2019 • Q&A • Appendix – Non - GAAP Information November 6, 2019 3

 

 

Q3 2019 Highlights

 

 

Q3 2019 Earnings Call Q3 2019 Highlights Q3 2019 Highlights • Operating results and year - over - year compared to 201 8: • Net sales were up 50.5% to $383.8 million for the quarter • Total billings were up 60.2% to $385.6 million for the quarter • N et loss for the quarter was $ 4.6 million compared to net income of $9.5 million in Q3 2018 • Adjusted EBITDA for the quarter was $27.6 million or 7.2% of net sales up 57.2% year over year • Hired Lance Marram as Senior Vice President, Global Service. Lance will be responsible for expanding and implementing TPI’s global service strategy working with TPI's existing regional teams and collaborating with turbine OEMs. Net Sales and Adjusted EBITDA ($ in millions) Sets invoiced 589 858 Est. MW 1,625 2,491 Dedicated lines (1) 51 52 Lines installed (2) 39 48 (1) Number of wind blade manufacturing lines dedicated to our customers under long - term supply agreement s at the end of the period. (2) Number of wind blade manufacturing lines installed that are either in operation, startup or transition at the end of the period. $255 $384 $18 $28 $0 $200 $400 3Q18 3Q19 3Q18 3Q19 Net Sales Adjusted EBITDA November 6, 2019 5

 

 

Q3 2019 Earnings Call Business and Wind Market Update – Reduction of LCOE still an industry focus – Expected high rate of new product introductions – Industry consolidation expected to lead to more market stability and pricing rationalization over the long term – Price and margin pressure continues for OEMs – Expect continued transitions in years to come – Working to reduce impact of product transitions – Expand and localize raw material supplies to ensure uninterrupted supply and reduce costs – Continuing to invest in technology, technical capabilities and a world - class, global manufacturing footprint – Long - term target of $2B of annual wind revenue with 18GW of capacity, delivering 15GW per year for 20%+ market share expected to result in double digit Adjusted EBITDA margins over the long - term – 10 lines in startup and 8 in transition – Expect Yangzhou, China startup to be at full speed by year end – Chennai, India startup – construction on plan and hiring accelerated and on plan – Matamoros, Mexico startup remains challenging from a labor standpoint – Transitions are going well and mature operations are performing better than plan 6 November 6, 2019 Wind Market Update Business Update Q3 Performance

 

 

Q3 2019 Earnings Call Existing Contracts Provide for ~$5.8 Billion in Potential Revenue through 2023 (1) Long - term Supply Agreements (1) Long - term supply agreements provide for estimated minimum aggregate volume commitments from our customers of approximately $ 3.2 billion and encourage our customers to purchase additional volume up to, in the aggregate, an estimated total potential revenue of approximately $5.8 billion through the end of 2023 (1) Note: Our contracts with certain of our customers are subject to termination or reduction on short notice, generally with substantial penalties, and contain l iqu idated damages provisions, which may require us to make unanticipated payments to our customers or our customers to make payments to us. (1) As of November 6, 2019. The chart depicts the term of the longest contract in each location . Does not include two lines in China operating under a short - term contract in 2020. 2019 2020 2021 2022 2023 China India Iowa Mexico Turkey November 6, 2019 7

 

 

Q3 2019 Earnings Call Global and U.S. Wind Market Forecast Update 8 November 6, 2019 Source: Wood Mackenzie, “Q3 2019 Global Wind Power Market Outlook Update” and UBS Securities LLC 0 10 20 30 40 50 60 70 80 90 0 2 4 6 8 10 12 14 16 2019e 2020e 2021e 2022e 2023e 2024e 2025e 2026e 2027e 2028e Global Onshore and Offshore GW GW UBS U.S. Onshore WM U.S. Onshore WM U.S. Offshore WM Asia Pacific Offshore WM Global Total

 

 

Q3 2019 Financial Highlights

 

 

Q3 2019 Earnings Call Q3 2019 Financial Highlights (1) (unaudited) (1) See Appendix for reconciliations of non - GAAP financial data November 6, 2019 10 2019 2018 2019 2018 Select Financial Data Net Sales $ 383.8 $ 255.0 50.5% $ 1,014.4 $ 739.6 37.2% Total Billings $ 385.6 $ 240.7 60.2% $ 969.5 $ 701.8 38.2% Net Income (Loss) $ (4.6) $ 9.5 -148.0% $ (14.8) $ 14.1 -205.1% Diluted Earnings (Loss) Per Share $ (0.13) $ 0.26 $ (0.39) $ (0.42) $ 0.39 $ (0.81) Adjusted EBITDA (1) $ 27.6 $ 17.6 57.2% $ 50.1 $ 58.4 -14.3% Adjusted EBITDA Margin 7.2% 6.9% 30 bps 4.9% 7.9% -300 bps Net Debt (1) $ (51.3) $ (22.9) $ (28.4) $ (51.3) $ (22.9) $ (28.4) Free Cash Flow (1) $ 42.9 $ 6.3 $ 36.6 $ 3.6 $ (33.4) $ 37.1 Capital Expenditures $ 21.4 $ 8.3 $ 13.0 $ 59.1 $ 50.6 $ 8.5 Key Performance Indicators (KPIs) Sets Invoiced 858     589     269 2,236     1,734     502 Estimated Megawatts 2,491     1,625     866 6,381     4,633     1,748 Utilization 88% 69% 1900 bps 74% 68% 600 bps Dedicated Wind Blade Manufacturing Lines 52     51     1 line 54     51     3 lines Wind Blade Manufacturing Lines Installed 48     39     9 lines 48     39     9 lines Wind Blade Manufacturing Lines in Operation 30     28     2 lines 24     11     13 lines Wind Blade Manufacturing Lines in Startup 10     5     5 lines 14     13     1 line Wind Blade Manufacturing Lines in Transition 8     6     2 lines 10     15     5 lines ($ in millions, except per share data and KPIs) Three Months Ended September 30, Change Nine Months Ended September 30, Change

 

 

Q3 2019 Earnings Call Income Statement Summary (1) (unaudited) (1) See Appendix for reconciliations of non - GAAP financial data November 6, 2019 11 2019 2018 $ % 2019 2018 $ % (in thousands, except per share data) Net sales 383,836$ 254,976$ 128,860$ 50.5% 1,014,387$ 739,567$ 274,820$ 37.2% Cost of sales 335,778$ 216,594$ 119,184$ 55.0% 904,135$ 625,817$ 278,318$ 44.5% Startup and transition costs 22,127$ 21,415$ 712$ 3.3% 63,206$ 53,474$ 9,732$ 18.2% Total cost of goods sold 357,905$ 238,009$ 119,896$ 50.4% 967,341$ 679,291$ 288,050$ 42.4% Cost of goods sold % 93.2% 93.3% -10 bps 95.4% 91.8% 360 bps Gross profit 25,931$ 16,967$ 8,964$ 52.8% 47,046$ 60,276$ (13,230)$ -21.9% Gross profit % 6.8% 6.7% 10 bps 4.6% 8.2% -360 bps General and administrative expenses 10,608$ 9,756$ 852$ 8.7% 27,801$ 31,908$ (4,107)$ -12.9% General and administrative expenses % 2.8% 3.8% -100 bps 2.7% 4.3% -160 bps Realized loss on sale of assets 3,354$ -$ 3,354$ NM 10,561$ -$ 10,561$ NM Restructuring charges (reversals), net (149)$ -$ (149)$ NM 3,725$ -$ 3,725$ NM Income from operations 12,118$ 7,211$ 4,907$ 68.0% 4,959$ 28,368$ (23,409)$ -82.5% Income (loss) before income taxes 14,267$ (737)$ 15,004$ NM (134)$ 7,770$ (7,904)$ -101.7% Net income (loss) (4,571)$ 9,532$ (14,103)$ -148.0% (14,847)$ 14,127$ (28,974)$ -205.1% Weighted-average common shares outstanding: Basic 35,131 34,419 35,024 34,212 Diluted 35,131 36,282 35,024 35,946 Net income (loss) per common share: Basic (0.13)$ 0.28$ (0.41)$ (0.42)$ 0.41$ (0.83)$ Diluted (0.13)$ 0.26$ (0.39)$ (0.42)$ 0.39$ (0.81)$ Non-GAAP Metrics Total billings 385,603$ 240,699$ 144,904$ 60.2% 969,543$ 701,755$ 267,788$ 38.2% EBITDA (1) 26,302$ 7,419$ 18,883$ NM 33,876$ 38,494$ (4,618)$ -12.0% EBITDA margin % 6.9% 2.9% 400 bps 3.3% 5.2% -190 bps Adjusted EBITDA (1) 27,619$ 17,572$ 10,047$ 57.2% 50,091$ 58,422$ (8,331)$ -14.3% Adjusted EBITDA margin % 7.2% 6.9% 30 bps 4.9% 7.9% -300 bps Three Months Ended September 30, Change Nine Months Ended September 30, Change

 

 

Q3 2019 Earnings Call Key Balance Sheet and Cash Flow Data (1) (unaudited) (1) See Appendix for the reconciliation s of net debt and free cash flow November 6, 2019 12 September 30, December 31, ($ in thousands) 2019 2018 Balance Sheet Data: Cash and cash equivalents 92,085$ 85,346$ Restricted cash 1,600$ 3,555$ Restricted cash - noncurrent 475$ 475$ Accounts receivable 152,725$ 176,815$ Contract assets 164,568$ 116,708$ Operating lease right of use assets 126,366$ -$ Total operating lease liabilities - current and noncurrent 129,877$ -$ Total debt - current and noncurrent, net 142,652$ 137,623$ Net debt (1) (51,290)$ (53,155)$ ($ in thousands) 2019 2018 2019 2018 Cash Flow Data: Net cash provided by operating activities 64,253$ 14,660$ 62,735$ 17,195$ Capital expenditures 21,353$ 8,326$ 59,092$ 50,636$ Free cash flow (1) 42,900$ 6,334$ 3,643$ (33,441)$ Three Months Ended September 30, Nine Months Ended September 30,

 

 

Guidance for 2019

 

 

Q3 2019 Earnings Call 2019 Guidance Metrics Note: All references to lines refers to wind blade manufacturing lines 2019 Guidance Updated 2019 Guidance Previous Total Billings $1.38B – $1.4B $1.45B – $1.5B Net Sales Unchanged $1.45B – $1.5B Adjusted EBITDA Unchanged $80M – $85M Earnings (Loss) per Share Unchanged ($0.18) – ($0.23) Sets Invoiced 3,180 – 3,205 3,180 – 3,220 Average Selling Price per Blade Unchanged $135K – $140K Non - Blade Billings Unchanged $100M – $105M G&A Costs as a % of Billings (incl. SBC and loss on sale of receivables) 3.5% – 4.0% 4.0% – 4.25% Estimated MW Unchanged 9,300 – 9,400 Dedicated Lines - EOY Unchanged 52 – 55 Share - Based Compensation Unchanged $7M – $8M Depreciation & Amortization Unchanged $37M – $38M Net Interest Expense Unchanged $8.0M – $8.5M Capital Expenditures Unchanged $95M – $100M Effective Tax Rate NM NM November 6, 2019 14

 

 

Q3 2019 Earnings Call 2019 Startup and Transition Guidance Metrics Q1A Q2A Q3A Q4F 2019 Guidance Updated 2019 Guidance Previous Lines Installed – end of period (1) 49 50 48 48 48 48 Lines in Startup – during period 13 13 10 4 14 14 Lines in Transition – during period 5 7 8 2 10 10 Startup Costs $16.1M $14.7M $13.1M $3.1M – $5.1M $47.0M – $49.0M $47.0M – $49.0M Transition Costs $2.1M $8.2M $9.0M $0.2M – $1.2M $19.5M – $20.5M $19.0M – $21.0M Line Utilization % (based on 50 lines in Q1/Q2 and 48 lines in Q3/Q4) 64% 70% 88% 96% - 99% 80% 79% - 80% Sets 662 716 858 944 - 969 3,180 – 3,205 3,180 – 3,220 Note: All references to lines refers to wind blade manufacturing lines (1) Senvion lines deinstalled at the end of Q2 November 6, 2019 15

 

 

Q&A

 

 

Appendix – Non - GAAP Information This presentation includes unaudited non - GAAP financial measures including total billings, EBITDA, adjusted EBITDA, net cash (de bt) and free cash flow. We define total billings as the total amounts we have invoiced our customers for products and services fo r w hich we are entitled to payment under the terms of our long - term supply agreements or other contractual agreements. We define EBITDA as net income (loss) plus interest expense (including losses on the extinguishment of debt and net of interest income), income taxes an d depreciation and amortization. We define Adjusted EBITDA as EBITDA plus any share - based compensation expense, plus or minus any gains or losses from foreign currency remeasurement and any gains or losses on the sale of assets. We define net cash (de bt) as the total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. We define free cash flo w a s net cash flow generated 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 a nd 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 repor ted in accordance with GAAP. See below for a reconciliation of certain non - GAAP financial measures to the comparable GAAP measures.

 

 

Q3 2019 Earnings Call Non - GAAP Reconciliations (unaudited) Net sales is reconciled to total billings as follows: Net income (loss) is reconciled to EBITDA and adjusted EBITDA as follows: November 6, 2019 18 ($ in thousands) 2019 2018 2019 2018 Net income (loss) (4,571)$ 9,532$ (14,847)$ 14,127$ Adjustments: Depreciation and amortization 9,948 5,878 27,732 19,080 Interest expense (net of interest income) 2,087 2,278 6,278 8,247 Loss on extinguishment of debt - - - 3,397 Income tax provision (benefit) 18,838 (10,269) 14,713 (6,357) EBITDA 26,302 7,419 33,876 38,494 Share-based compensation expense 1,682 1,972 4,604 6,971 Realized (gain) loss on foreign currency remeasurement (3,719) 8,181 1,050 12,957 Realized loss on sale of assets 3,354 —     10,561 - Adjusted EBITDA 27,619$ 17,572$ 50,091$ 58,422$ Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2019 2018 2019 2018 Net sales 383,836$ 254,976$ 1,014,387$ 739,567$ (Increase) decrease in gross contract assets 2,303 (1,434) (41,444) (24,526) Foreign exchange impact (536) (12,843) (3,400) (13,286) Total billings 385,603$ 240,699$ 969,543$ 701,755$ Three Months Ended September 30, Nine Months Ended September 30,

 

 

Q3 2019 Earnings Call Non - GAAP Reconciliations (continued) (unaudited) Net debt is reconciled as follows: Free cash flow is reconciled as follows: November 6, 2019 19 ($ in thousands) 2019 2018 2019 2018 Net cash provided by operating activities 64,253$ 14,660$ 62,735$ 17,195$ Less capital expenditures (21,353) (8,326) (59,092) (50,636) Free cash flow 42,900$ 6,334$ 3,643$ (33,441)$ Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, September 30, ($ in thousands) 2019 2018 2018 Cash and cash equivalents 92,085$ 85,346$ 110,838$ Less total debt, net of debt issuance costs (142,652) (137,623) (132,784) Less debt issuance costs (723) (878) (930) Net debt (51,290)$ (53,155)$ (22,876)$

 

 

Q3 2019 Earnings Call Non - GAAP Reconciliations (continued) (unaudited) A reconciliation of the low end and high end ranges of projected net loss to projected EBITDA and projected adjusted EBITDA is as follows: November 6, 2019 20 ($ in thousands) Low End High End Projected net loss (8,000)$ (6,250)$ Adjustments: Projected depreciation and amortization 37,000 38,000 Projected interest expense (net of interest income) 8,000 8,500 Projected income tax provision 17,500 15,000 Projected EBITDA 54,500 55,250 Projected share-based compensation expense 7,000 8,000 Projected realized loss on foreign currency remeasurement 4,500 6,750 Projected realized loss on sale of assets 14,000 15,000 Projected Adjusted EBITDA 80,000$ 85,000$ (1) All figures presented are projected estimates for the full year ending December 31, 2019. 2019 Adjusted EBITDA Guidance Range (1)