06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-37839
TPI Composites, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
20-1590775 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
9200 E. Pima Center Parkway, Suite 250
Scottsdale, AZ 85258
(480) 305-8910
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☒ |
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 31, 2023, there were 42,571,228 shares of common stock outstanding.
TPI COMPOSITES, INC. AND SUBSIDIARIES
INDEX
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ITEM 1. |
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4 |
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Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 |
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4 |
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5 |
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6 |
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7 |
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10 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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12 |
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ITEM 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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28 |
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ITEM 3. |
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41 |
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ITEM 4. |
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42 |
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ITEM 1. |
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43 |
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ITEM 1A. |
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43 |
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ITEM 2. |
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43 |
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ITEM 3. |
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43 |
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ITEM 4. |
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43 |
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ITEM 5. |
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43 |
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ITEM 6. |
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44 |
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45 |
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q include, but are not limited to, statements about:
2
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. We have described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the United States Securities and Exchange Commission (SEC) on February 22, 2023 the principal risks and uncertainties that we believe could cause actual results to differ from 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.
The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
3
PART I. FINANCIAL INFORMATION
ITEM l. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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September 30, |
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December 31, |
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2023 |
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2022 |
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(in thousands, except par value data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
160,649 |
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$ |
133,546 |
|
Restricted cash |
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9,300 |
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|
9,854 |
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Accounts receivable |
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135,660 |
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|
184,809 |
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Contract assets |
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184,379 |
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215,939 |
|
Prepaid expenses |
|
|
27,321 |
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|
29,119 |
|
Other current assets |
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|
34,484 |
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26,052 |
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Inventories |
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5,779 |
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10,661 |
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Current assets of discontinued operations |
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4,857 |
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35,182 |
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Total current assets |
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562,429 |
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645,162 |
|
Property, plant and equipment, net |
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128,071 |
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|
136,841 |
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Operating lease right of use assets |
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134,732 |
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152,312 |
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Other noncurrent assets |
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|
30,219 |
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|
|
27,861 |
|
Total assets |
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$ |
855,451 |
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$ |
962,176 |
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Liabilities, Mezzanine Equity and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
247,562 |
|
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$ |
280,499 |
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Accrued warranty |
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42,955 |
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|
22,347 |
|
Current maturities of long-term debt |
|
|
63,290 |
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|
|
59,975 |
|
Current operating lease liabilities |
|
|
21,912 |
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|
|
22,220 |
|
Contract liabilities |
|
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1,792 |
|
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17,100 |
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Current liabilities of discontinued operations |
|
|
7,954 |
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|
54,440 |
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Total current liabilities |
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385,465 |
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456,581 |
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Long-term debt, net of current maturities |
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128,834 |
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1,198 |
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Noncurrent operating lease liabilities |
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117,038 |
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|
133,363 |
|
Other noncurrent liabilities |
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15,272 |
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|
10,670 |
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Total liabilities |
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646,609 |
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601,812 |
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Mezzanine equity: |
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Series A Preferred Stock, $0.01 par value, 400 shares authorized; 350 shares |
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356,679 |
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309,877 |
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Stockholders’ equity: |
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Common shares, $0.01 par value, 100,000 shares authorized, 43,091 shares issued |
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431 |
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424 |
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Paid-in capital |
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351,448 |
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407,570 |
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Accumulated other comprehensive loss |
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(10,834 |
) |
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(15,387 |
) |
Accumulated deficit |
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(478,748 |
) |
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(334,569 |
) |
Treasury stock, at cost, 520 shares at September 30, 2023 and 325 shares at |
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(10,134 |
) |
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(7,551 |
) |
Total stockholders’ equity |
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(147,837 |
) |
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50,487 |
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Total liabilities, mezzanine equity and stockholders’ equity |
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$ |
855,451 |
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$ |
962,176 |
|
See accompanying notes to our unaudited condensed consolidated financial statements.
4
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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(in thousands, except per share data) |
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|||||||||||||
Net sales |
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$ |
372,860 |
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$ |
384,438 |
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$ |
1,158,197 |
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$ |
1,120,465 |
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Cost of sales |
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379,219 |
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380,729 |
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1,203,867 |
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1,099,368 |
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Startup and transition costs |
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4,817 |
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4,821 |
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10,174 |
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22,417 |
|
Total cost of goods sold |
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384,036 |
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385,550 |
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1,214,041 |
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1,121,785 |
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Gross loss |
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(11,176 |
) |
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(1,112 |
) |
|
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(55,844 |
) |
|
|
(1,320 |
) |
General and administrative expenses |
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|
28,709 |
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|
8,030 |
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42,510 |
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22,578 |
|
Loss on sale of assets and asset impairments |
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5,857 |
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2,969 |
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15,269 |
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6,142 |
|
Restructuring charges, net |
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1,167 |
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(189 |
) |
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3,490 |
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(390 |
) |
Loss from continuing operations |
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(46,909 |
) |
|
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(11,922 |
) |
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(117,113 |
) |
|
|
(29,650 |
) |
Other income (expense): |
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Interest expense, net |
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(1,628 |
) |
|
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(1,210 |
) |
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(6,034 |
) |
|
|
(2,872 |
) |
Foreign currency income (loss) |
|
|
(579 |
) |
|
|
8,207 |
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(3,278 |
) |
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|
14,306 |
|
Miscellaneous income |
|
|
393 |
|
|
|
991 |
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|
|
1,546 |
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|
997 |
|
Total other income (expense) |
|
|
(1,814 |
) |
|
|
7,988 |
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|
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(7,766 |
) |
|
|
12,431 |
|
Loss from continuing operations before income taxes |
|
|
(48,723 |
) |
|
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(3,934 |
) |
|
|
(124,879 |
) |
|
|
(17,219 |
) |
Income tax provision |
|
|
(8,040 |
) |
|
|
(2,852 |
) |
|
|
(12,205 |
) |
|
|
(11,678 |
) |
Net loss from continuing operations |
|
|
(56,763 |
) |
|
|
(6,786 |
) |
|
|
(137,084 |
) |
|
|
(28,897 |
) |
Preferred stock dividends and accretion |
|
|
(16,031 |
) |
|
|
(14,976 |
) |
|
|
(46,802 |
) |
|
|
(43,658 |
) |
Net loss from continuing operations attributable to common stockholders |
|
|
(72,794 |
) |
|
|
(21,762 |
) |
|
|
(183,886 |
) |
|
|
(72,555 |
) |
Net income (loss) from discontinued operations |
|
|
(52 |
) |
|
|
5,319 |
|
|
|
(7,095 |
) |
|
|
6,120 |
|
Net loss attributable to common stockholders |
|
$ |
(72,846 |
) |
|
$ |
(16,443 |
) |
|
$ |
(190,981 |
) |
|
$ |
(66,435 |
) |
|
|
|
|
|
|
|
|
|
|
|
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|
||||
Weighted-average shares of common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
42,570 |
|
|
|
41,984 |
|
|
|
42,448 |
|
|
|
41,950 |
|
Diluted |
|
|
42,570 |
|
|
|
41,984 |
|
|
|
42,448 |
|
|
|
41,950 |
|
|
|
|
|
|
|
|
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|
|
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|
||||
Net loss from continuing operations per common share: |
|
|
|
|
|
|
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|
|
|
||||
Basic |
|
$ |
(1.71 |
) |
|
$ |
(0.52 |
) |
|
$ |
(4.33 |
) |
|
$ |
(1.73 |
) |
Diluted |
|
$ |
(1.71 |
) |
|
$ |
(0.52 |
) |
|
$ |
(4.33 |
) |
|
$ |
(1.73 |
) |
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Net income (loss) from discontinued operations per common share: |
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||||
Basic |
|
$ |
(0.00 |
) |
|
$ |
0.13 |
|
|
$ |
(0.17 |
) |
|
$ |
0.15 |
|
Diluted |
|
$ |
(0.00 |
) |
|
$ |
0.13 |
|
|
$ |
(0.17 |
) |
|
$ |
0.15 |
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Net loss per common share: |
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|
|
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|
|
|
|
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|
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|
||||
Basic |
|
$ |
(1.71 |
) |
|
$ |
(0.39 |
) |
|
$ |
(4.50 |
) |
|
$ |
(1.58 |
) |
Diluted |
|
$ |
(1.71 |
) |
|
$ |
(0.39 |
) |
|
$ |
(4.50 |
) |
|
$ |
(1.58 |
) |
See accompanying notes to our unaudited condensed consolidated financial statements.
5
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Net loss from continuing operations attributable to common stockholders |
|
$ |
(72,794 |
) |
|
$ |
(21,762 |
) |
|
$ |
(183,886 |
) |
|
$ |
(72,555 |
) |
Net income (loss) from discontinued operations |
|
|
(52 |
) |
|
|
5,319 |
|
|
|
(7,095 |
) |
|
|
6,120 |
|
Net loss attributable to common stockholders |
|
|
(72,846 |
) |
|
|
(16,443 |
) |
|
|
(190,981 |
) |
|
|
(66,435 |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
(3,052 |
) |
|
|
(7,903 |
) |
|
|
(1,858 |
) |
|
|
28,120 |
|
Reclassification of foreign currency translation |
|
|
901 |
|
|
|
— |
|
|
|
901 |
|
|
|
— |
|
Unrealized gain (loss) on hedging derivatives, net of taxes of |
|
|
318 |
|
|
|
(582 |
) |
|
|
2,261 |
|
|
|
1,574 |
|
Reclassification of (gain) loss on hedging derivatives, |
|
|
3,307 |
|
|
|
(187 |
) |
|
|
3,249 |
|
|
|
(1,325 |
) |
Comprehensive loss |
|
$ |
(71,372 |
) |
|
$ |
(25,115 |
) |
|
$ |
(186,428 |
) |
|
$ |
(38,066 |
) |
See accompanying notes to our unaudited condensed consolidated financial statements.
6
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(Unaudited)
|
|
Nine Months Ended September 30, 2023 |
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Series A Preferred Stock |
|
|
|
Common |
|
|
Paid-in |
|
|
other comprehensive |
|
|
Accumulated |
|
|
Treasury stock, |
|
|
Total stockholders' |
|
|||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
loss |
|
|
deficit |
|
|
at cost |
|
|
equity |
|
|||||||||
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|||||||||||||||||||||||||||
Balance at December 31, 2022 |
|
|
350 |
|
|
$ |
309,877 |
|
|
|
|
42,369 |
|
|
$ |
424 |
|
|
$ |
407,570 |
|
|
$ |
(15,387 |
) |
|
$ |
(334,569 |
) |
|
$ |
(7,551 |
) |
|
$ |
50,487 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22,127 |
) |
|
|
— |
|
|
|
(22,127 |
) |
Preferred stock dividends |
|
|
— |
|
|
|
10,706 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(10,706 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,706 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,010 |
|
|
|
— |
|
|
|
— |
|
|
|
2,010 |
|
Common stock |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,549 |
) |
|
|
(2,549 |
) |
Issuances under share- |
|
|
— |
|
|
|
— |
|
|
|
|
627 |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
Share-based |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
2,720 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,720 |
|
Accretion of Series A |
|
|
— |
|
|
|
4,467 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(4,467 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,467 |
) |
Capped call transactions |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
(18,590 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,590 |
) |
Balance at |
|
|
350 |
|
|
|
325,050 |
|
|
|
|
42,996 |
|
|
|
430 |
|
|
|
376,527 |
|
|
|
(13,377 |
) |
|
|
(356,696 |
) |
|
|
(10,100 |
) |
|
|
(3,216 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(65,237 |
) |
|
|
— |
|
|
|
(65,237 |
) |
Preferred stock dividends |
|
|
— |
|
|
|
11,118 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(11,118 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,118 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,069 |
|
|
|
— |
|
|
|
— |
|
|
|
1,069 |
|
Common stock |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(34 |
) |
|
|
(34 |
) |
Issuances under share- |
|
|
— |
|
|
|
— |
|
|
|
|
93 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Share-based |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
3,926 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,926 |
|
Accretion of Series A |
|
|
— |
|
|
|
4,480 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(4,480 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,480 |
) |
Balance at |
|
|
350 |
|
|
|
340,648 |
|
|
|
|
43,089 |
|
|
|
431 |
|
|
|
364,855 |
|
|
|
(12,308 |
) |
|
|
(421,933 |
) |
|
|
(10,134 |
) |
|
|
(79,089 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(56,815 |
) |
|
|
— |
|
|
|
(56,815 |
) |
Preferred stock dividends |
|
|
— |
|
|
|
11,549 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(11,549 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,549 |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,474 |
|
|
|
— |
|
|
|
— |
|
|
|
1,474 |
|
Common stock |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |