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 March 31, ~~2022~~2023

☐ 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)

8501 N. Scottsdale Rd.

Gainey Center II, Suite 100

Scottsdale, AZ 85253

(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 April 29, ~~2022,~~2023, there were ~~37,257,924~~42,479,774 shares of common stock outstanding.

TPI COMPOSITES, INC. AND SUBSIDIARIES

INDEX


		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)	4

	Condensed Consolidated Balance Sheets as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022	4

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	5

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	6

	Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	7

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	89

	Notes to Condensed Consolidated Financial Statements (Unaudited)	1011

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2226

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3237

ITEM 4.	Controls and Procedures	3338

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	3439

ITEM 1A.	Risk Factors	3439

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3439

ITEM 3.	Defaults Upon Senior Securities	3440

ITEM 4.	Mine Safety Disclosures	3440

ITEM 5.	Other Information	3440

ITEM 6.	Exhibits	3541

SIGNATURES		3642

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 ~~federal securities laws.~~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,” ~~“target,~~“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:

•

~~the potential impact of the COVID-19 pandemic on our business and results of operations;~~

•

competition from other wind blade and wind blade turbine manufacturers;

•

the discovery of defects in our products and our ability to estimate the future cost of warranty campaigns;

•

~~growth~~the current status of the wind energy market and our addressable market;

•

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;

•

our ability to absorb or mitigate the impact of wage inflation in the countries in which we operate;

•

our ability to procure adequate supplies of raw materials and components ~~in a cost-effective manner~~ to fulfill our wind blade volume commitments to our customers;

•

the potential impact of the increasing prevalence of ~~auction-based~~auction based tenders in the wind energy market and increased competition from solar energy on our gross margins and overall financial performance;

•

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;

•

changes in domestic or international government or regulatory policy, including without limitation, changes in trade policy and energy policy;

•

changes in global economic trends and uncertainty, geopolitical risks, and demand or supply disruptions from global events;

•

changes in macroeconomic and market conditions, including the potential impact of any pandemic, risk of recession, inflation, supply chain constraints, commodity prices and exchange rates, and the impact of such changes on our business and results of operations;

•

the sufficiency of our cash and cash equivalents to meet our liquidity needs;

•

our ability to attract and retain customers for our products, and to optimize product pricing;

•

our ability to effectively manage our growth strategy and future expenses, including our startup and transition costs;

•

our ability to successfully expand in our existing wind energy markets and into new international wind energy markets, including our ability to expand our field service inspection and repair services business and manufacture wind blades for offshore wind energy projects;

•

our ability to keep up with market changes and innovations;

•

our ability to successfully open new manufacturing facilities and expand existing facilities on time and on budget;

•

the impact of the ~~accelerated~~ pace of new product and wind blade model introductions on our business and our results of operations;

•

our ability to successfully expand our ~~transportation~~automotive business and execute upon our strategy of entering new markets outside of wind energy;

•

our ability to maintain, protect and enhance our intellectual property;

•

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;

•

the attraction and retention of qualified ~~employees~~associates and key personnel;

•

our ability to maintain good working relationships with our ~~employees,~~associates, and avoid labor disruptions, strikes and other disputes with labor unions that represent certain of our ~~employees;~~associates; and

•

the potential impact of one or more of our customers becoming bankrupt or insolvent, or experiencing other financial problems.

These forward-looking statements are only predictions. These statements relate to future events or our future financial 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 ~~25, 2022~~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.

PART I. FINANCIAL INFORMATION

ITEM l. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TPI COMPOSITES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31,

December 31,

2022

2021

(in thousands, except par value data)

Assets

Current assets:

Cash and cash equivalents

$
130,893

$
242,165

Restricted cash

9,869

10,053

Accounts receivable

187,993

157,804

Contract assets

206,064

188,323

Prepaid expenses

29,654

19,280

Other current assets

24,595

22,584

Inventories

17,649

11,533

Assets held for sale

8,529

8,529

Total current assets

615,246

660,271

Property, plant and equipment, net

178,657

169,578

Operating lease right of use assets

160,532

137,192

Other noncurrent assets

41,753

40,660

Total assets

$
996,188

$
1,007,701

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

$
316,477

$
336,697

Accrued warranty

38,943

42,020

Current maturities of long-term debt

46,137

66,438

Current operating lease liabilities

22,652

22,681

Contract liabilities

1,274

1,274

Total current liabilities

425,483

469,110

Long-term debt, net of current maturities

5,573

8,208

Noncurrent operating lease liabilities

148,189

146,479

Other noncurrent liabilities

10,805

10,978

Total liabilities

590,050

634,775

Commitments and contingencies (Note 14)

Mezzanine equity:

Series A Preferred Stock, $0.01 par value, 400 shares authorized; 350 and 350 shares
   issued and outstanding, respectively at March 31, 2022 and December 31, 2021;
   liquidation preference of $474,603 at March 31, 2022 and $473,227 at
   December 31, 2021

265,106

250,974

Stockholders’ equity:

Common shares, $0.01 par value, 100,000 shares authorized, 37,524 shares issued
   and 37,258 shares outstanding at March 31, 2022 and 100,000 shares authorized,
   37,419 shares issued and 37,180 shares outstanding at December 31, 2021

375

374

Paid-in capital

440,588

451,440

Accumulated other comprehensive loss

(7,932
)

(54,006
)
Accumulated deficit

(285,064
)

(269,264
)
Treasury stock, at cost, 266 shares at March 31, 2022 and 239 shares at
   December 31, 2021

(6,935
)

(6,592
)
Total stockholders’ equity

141,032

121,952

Total liabilities and stockholders’ equity

$
996,188

$
1,007,701


	March 31,			December 31,
	2023			2022
	(in thousands, except par value data)
Assets
Current assets:
Cash and cash equivalents	$	164,231		$	133,546
Restricted cash		8,793			9,854
Accounts receivable		178,651			184,809
Contract assets		233,932			215,939
Prepaid expenses		32,606			29,119
Other current assets		30,764			26,052
Inventories		14,539			10,661
Current assets of discontinued operations		22,692			35,182
Total current assets		686,208			645,162
Property, plant and equipment, net		131,087			136,841
Operating lease right of use assets		147,944			152,312
Other noncurrent assets		27,658			27,861
Total assets	$	992,897		$	962,176

Liabilities, Mezzanine Equity and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	278,684		$	280,499
Accrued warranty		22,973			22,347
Current maturities of long-term debt		61,624			59,975
Current operating lease liabilities		22,591			22,220
Contract liabilities		—			17,100
Current liabilities of discontinued operations		15,574			54,440
Total current liabilities		401,446			456,581
Long-term debt, net of current maturities		128,710			1,198
Noncurrent operating lease liabilities		129,753			133,363
Other noncurrent liabilities		11,154			10,670
Total liabilities		671,063			601,812
Commitments and contingencies (Note 15)
Mezzanine equity:
Series A Preferred Stock, $0.01 par value, 400 shares authorized; 350 shares issued and outstanding at March 31, 2023 and December 31, 2022; liquidation preference of $484,795 at March 31, 2023 and $475,735 at December 31, 2022		325,050			309,877
Stockholders’ equity:
Common shares, $0.01 par value, 100,000 shares authorized, 42,996 shares issued and 42,480 shares outstanding at March 31, 2023 and 100,000 shares authorized, 42,369 shares issued and 42,044 shares outstanding at December 31, 2022		430			424
Paid-in capital		376,527			407,570
Accumulated other comprehensive loss		(13,377	)		(15,387	)
Accumulated deficit		(356,696	)		(334,569	)
Treasury stock, at cost, 516 shares at March 31, 2023 and 325 shares at December 31, 2022		(10,100	)		(7,551	)
Total stockholders’ equity		(3,216	)		50,487
Total liabilities, mezzanine equity and stockholders’ equity	$	992,897		$	962,176

See accompanying notes to our unaudited condensed consolidated financial statements.

TPI COMPOSITES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2022			2021				2023			2022
	(in thousands, except per share data)							(in thousands, except per share data)
Net sales		$	384,870		$	404,680			$	404,066		$	343,525
Cost of sales			370,954			383,056				399,381			332,421
Startup and transition costs			15,543			14,354				1,980			10,077
Total cost of goods sold			386,497			397,410				401,361			342,498
Gross profit (loss)			(1,627	)		7,270
Gross profit										2,705			1,027
General and administrative expenses			7,860			8,922				7,034			7,860
Loss on sale of assets and asset impairments			959			1,297				3,593			908
Restructuring charges, net			2,393			258				75			457
Loss from operations			(12,839	)		(3,207	)
Loss from continuing operations										(7,997	)		(8,198	)
Other income (expense):
Interest expense, net			(769	)		(2,704	)			(2,528	)		(707	)
Foreign currency income (loss)			210			(3,727	)			(1,214	)		403
Miscellaneous income			542			739				453			54
Total other expense			(17	)		(5,692	)			(3,289	)		(250	)
Loss before income taxes			(12,856	)		(8,899	)
Income tax benefit (provision)			(2,944	)		7,102
Net loss			(15,800	)		(1,797	)
Loss from continuing operations before income taxes										(11,286	)		(8,448	)
Income tax provision										(3,860	)		(2,944	)
Net loss from continuing operations										(15,146	)		(11,392	)
Preferred stock dividends and accretion			(14,132	)		0				(15,173	)		(14,132	)
Net loss from continuing operations attributable to common stockholders										(30,319	)		(25,524	)
Net loss from discontinued operations										(6,981	)		(4,408	)
Net loss attributable to common stockholders		$	(29,932	)	$	(1,797	)		$	(37,300	)	$	(29,932	)

Weighted-average common shares outstanding:
Weighted-average shares of common stock outstanding:
Basic										42,284			41,899
Diluted										42,284			41,899

Net loss from continuing operations per common share:
Basic									$	(0.72	)	$	(0.61	)
Diluted									$	(0.72	)	$	(0.61	)

Net loss from discontinued operations per common share:
Basic			41,899			36,601			$	(0.16	)	$	(0.10	)
Diluted			41,899			36,601			$	(0.16	)	$	(0.10	)

Net loss per common share:
Basic		$	(0.71	)	$	(0.05	)		$	(0.88	)	$	(0.71	)
Diluted		$	(0.71	)	$	(0.05	)		$	(0.88	)	$	(0.71	)

See accompanying notes to our unaudited condensed consolidated financial statements.

TPI COMPOSITES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


		Three Months Ended						Three Months Ended
		March 31,						March 31,
		2022			2021			2023			2022
	(in thousands)							(in thousands)
Net loss		$	(15,800	)	$	(1,797	)
Net loss from continuing operations attributable to common stockholders								$	(30,319	)	$	(25,524	)
Net loss from discontinued operations									(6,981	)		(4,408	)
Net loss attributable to common stockholders									(37,300	)		(29,932	)
Other comprehensive income (loss):
Foreign currency translation adjustments			43,369			(5,291	)		2,010			43,369
Unrealized gain (loss) on hedging derivatives, net of taxes of $0 and $651, respectively			2,705			(3,035	)
Unrealized gain (loss) on hedging derivatives, net of taxes of $0 and $0 respectively									—			2,705
Comprehensive income (loss)		$	30,274		$	(10,123	)	$	(35,290	)	$	16,142

See accompanying notes to our unaudited condensed consolidated financial statements.

TPI COMPOSITES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months Ended March 31, 2022

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, 2021

350

$
250,974

37,418

$
374

$
451,440

$
(54,006
)

$
(269,264
)

$
(6,592
)

$
121,952

Net loss

—

—

—

—

—

—

(15,800
)

—

(15,800
)
Preferred stock
   dividends

—

9,605

—

—

(9,605
)

—

—

—

(9,605
)
Other comprehensive
   income

—

—

—

—

—

46,074

—

—

46,074

Common stock
   repurchased
   for treasury

—

—

—

—

—

—

—

(343
)

(343
)
Issuances under
   share-based
   compensation plan

—

—

106

1

—

—

—

—

1

Share-based
   compensation expense

—

—

—

—

3,279

—

—

—

3,279

Accretion of Series A
   Preferred Stock

—

4,527

—

—

(4,527
)

—

—

—

(4,527
)
Balance at
   March 31, 2022

350

265,106

37,524

375

440,587

(7,932
)

(285,064
)

(6,935
)

141,032


	Three Months Ended March 31, 2023
												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 repurchased for treasury		—		—		—		—		—			—			—			(2,549	)		(2,549	)
Issuances under share- based compensation plan		—		—		627		6		—			—			—			—			6
Share-based compensation expense		—		—		—		—		2,720			—			—			—			2,720
Accretion of Series A Preferred Stock		—		4,467		—		—		(4,467	)		—			—			—			(4,467	)
Capped call transactions		—		—		—		—		(18,590	)		—			—			—			(18,590	)
Balance at March 31, 2023		350	$	325,050		42,996	$	430	$	376,527		$	(13,377	)	$	(356,696	)	$	(10,100	)	$	(3,216	)

Three Months Ended March 31, 2021

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, 2020

—

$
—

36,771

$
368

$
349,472

$
(32,990
)

$
(109,716
)

$
(6,099
)

$
201,035

Net loss

—

—

—

—

—

—

(1,797
)

—

(1,797
)
Other comprehensive
   loss

—

—

—

—

—

(8,326
)

—

��

—

(8,326
)
Common stock
   repurchased
   for treasury

—

—

—

—

—

—

—

(34
)

(34
)
Issuances under
   share-based
   compensation plan

—

—

149

1

1,235

—

—

—

1,236

Share-based
   compensation expense

—

—

—

—

2,494

—

—

—

2,494

Balance at
   March 31, 2021

—

—

36,920

369

353,201

(41,316
)

(111,513
)

(6,133
)

194,608


	Three Months Ended March 31, 2022
												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, 2021		350	$	250,974		37,418	$	374	$	451,440		$	(54,006	)	$	(269,264	)	$	(6,592	)	$	121,952
Net loss		—		—		—		—		—			—			(15,800	)		—			(15,800	)
Preferred stock dividends		—		9,605		—		—		(9,605	)		—			—			—			(9,605	)
Other comprehensive income		—		—		—		—		—			46,074			—			—			46,074
Common stock repurchased for treasury		—		—		—		—		—			—			—			(343	)		(343	)
Issuances under share- based compensation plan		—		—		106		1		—			—			—			—			1
Share-based compensation expense		—		—		—		—		3,279			—			—			—			3,279
Accretion of Series A Preferred Stock		—		4,527		—		—		(4,527	)		—			—			—			(4,527	)
Balance at March 31, 2022		350	$	265,106		37,524	$	375	$	440,587		$	(7,932	)	$	(285,064	)	$	(6,935	)	$	141,031

See accompanying notes to our unaudited condensed consolidated financial statements.

TPI COMPOSITES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022
	(in thousands)						(in thousands)
Cash flows from operating activities:
Net loss	$	(15,800	)	$	(1,797	)	$	(22,127	)	$	(15,800	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		11,753			11,609			9,722			11,753
Loss on sale of assets and asset impairments		959			1,297			5,770			959
Share-based compensation expense		3,309			2,399			2,668			3,309
Amortization of debt issuance costs		0			114			79			—
Deferred income taxes		(277	)		(11,574	)		(267	)		(277	)
Changes in assets and liabilities:
Accounts receivable		(30,670	)		(428	)		2,126			(30,670	)
Contract assets and liabilities		(14,906	)		(132	)		(34,588	)		(14,906	)
Operating lease right of use assets and operating lease liabilities		339			2,376			(8,395	)		339
Inventories		(6,027	)		(1,129	)		(2,514	)		(6,027	)
Prepaid expenses		(7,704	)		6,105			(6,466	)		(7,704	)
Other current assets		(1,249	)		8,302			(5,042	)		(1,249	)
Other noncurrent assets		1,006			(1,526	)		4,608			1,006
Accounts payable and accrued expenses		(19,113	)		(3,466	)		(30,541	)		(19,113	)
Accrued warranty		(3,077	)		(4,896	)		626			(3,077	)
Other noncurrent liabilities		403			(514	)		480			403
Net cash provided by (used in) operating activities		(81,054	)		6,740
Net cash used in operating activities								(83,861	)		(81,054	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(5,516	)		(18,786	)		(3,275	)		(5,516	)
Net cash used in investing activities		(5,516	)		(18,786	)		(3,275	)		(5,516	)
Cash flows from financing activities:
Proceeds from issuance of convertible notes								132,500			—
Purchase of capped calls								(18,590	)		—
Payments of debt issuance costs								(4,803	)		—
Proceeds from working capital loans		3,967			0			8,936			3,967
Repayments of working capital loans		(3,951	)		0			(10,246	)		(3,951	)
Principal repayments of finance leases		(1,545	)		(1,406	)		(578	)		(1,545	)
Net proceeds from (repayments of) other debt		(21,408	)		18,695			3,076			(21,408	)
Proceeds from exercise of stock options		1			1,216			—			1
Repurchase of common stock including shares withheld in lieu of income taxes		(343	)		(34	)		(2,549	)		(343	)
Net cash provided by (used in) financing activities		(23,279	)		18,471			107,746			(23,279	)
Impact of foreign exchange rates on cash, cash equivalents and restricted cash		(1,607	)		(49	)		730			(1,607	)
Net change in cash, cash equivalents and restricted cash		(111,456	)		6,376			21,340			(111,456	)
Cash, cash equivalents and restricted cash, beginning of year		252,218			130,196			153,069			252,218
Cash, cash equivalents and restricted cash, end of period	$	140,762		$	136,572		$	174,409		$	140,762

See accompanying notes to our unaudited condensed consolidated financial statements.

TPI COMPOSITES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Unaudited)


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2022		2021		2023		2022
	(in thousands)				(in thousands)
Supplemental cash flow information:
Cash paid for interest	$	639	$	2,617	$	1,654	$	639
Cash paid for income taxes, net of refunds		10,828		5,130		3,344		10,828
Noncash investing and financing activities:
Right of use assets obtained in exchange for new operating lease liabilities		8,298		1,245		786		8,298
Property, plant, and equipment obtained in exchange for new finance lease liabilities						197		—
Accrued capital expenditures in accounts payable		1,397		6,975		1,814		1,397
Paid-in-kind preferred stock dividends and accretion		14,132		0		15,173		14,132


Reconciliation of Cash, Cash Equivalents and Restricted Cash:	March 31,		December 31,		March 31,		December 31,		March 31,		December 31,		March 31,		December 31,
	2022		2021		2021		2020		2023		2022		2022		2021
	(in thousands)								(in thousands)
Cash and cash equivalents	$	130,893	$	242,165	$	136,236	$	129,857	$	164,231	$	133,546	$	120,275	$	216,236
Restricted cash		9,869		10,053		336		339		8,793		9,854		9,869		10,053
Cash and cash equivalents of discontinued operations										1,385		9,669		10,618		25,929
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	140,762	$	252,218	$	136,572	$	130,196	$	174,409	$	153,069	$	140,762	$	252,218

See accompanying notes to our unaudited condensed consolidated financial statements.

910

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Significant Accounting Policies

Functional Currency Change from Turkish Lira to Euro for the Company’s Turkish operations.

Effective January 1, 2022, the functional currency for our operations in ~~Turkey~~Türkiye changed from the Turkish Lira to the Euro. Nonmonetary assets and liabilities were remeasured into Euros at the rate in effect on the date of the asset's or liability’s inception and then translated into reporting currency based on the current exchange rate. The monetary assets and liabilities were remeasured into Euros at the rate in effect on the date of change and then translated into reporting currency based on the current exchange rate. The difference between the historical basis of nonmonetary assets and liabilities and the new basis of $44.9 million (increase in net assets) was recorded in the currency translation adjustment account. The amount recorded in the currency translation adjustment account for prior periods was not reversed upon the change in functional currency. The majority of the initial impact of the functional currency change was to property, plant and equipment and operating lease right of use assets with an offset to the currency translation adjustment account.

~~While~~ See Note 1(b) to our Consolidated Financial Statements in our Annual Report on Form 10-K for the ~~change of~~year ended December 31, 2022 for further information on the functional currency ~~was based on a factual assessment, the determination of the date of the~~ change ~~required management’s judgement given the change in the primary economic and business environment in which we operate have evolved over time. When we established~~for our ~~Turkish~~ operations in 2012 and 2013, the Turkish government had a goal of significantly increasing renewable energy being generated and utilized within Turkey by year 2023. During 2014-2017, wind energy being generated and utilized in Turkey increased and management observed that progress was being made towards the Turkish government's goal. In 2018 and 2019, the Turkish government introduced tenders to spur domestic renewable energy generation and utilization in Turkey. However, as of year-end 2020, Turkish domestic renewable energy being generated and utilized was significantly less than originally forecasted by the Turkish government. As of 2021, there were no significant wind turbine installations under the tenders awarded by the Turkish government in 2018 and 2019. Based on recent and anticipated annual domestic renewable energy demand it is unlikely for the local energy generation to reach the Turkish government's goals for 2023. Additionally, in recent years sales to the eurozone have increased and the Company is focused on meeting the export demands of the region. Based on the analysis of the domestic renewable energy demand through 2021 and anticipated future demand, management concluded that Turkish domestic sales will not grow as previously envisioned and most of the future growth will continue to be predominately export sales to the eurozone, which are primarily denominated in Euros.

Management re-evaluated all indicators established in ASC Topic 830, "Foreign Currency Matters", to determine the functional currency of our Turkish operations. Such indicators include i) cash flow, ii) sales price, iii) sales market, iv) expense, v) financing and vi) intercompany transactions and arrangements. At the time of the assessment adopted on January 1, 2022, (i) approximately 80% of our sales in Turkey are denominated in Euros and the rest are in USD, (ii) a majority of expenses are denominated in Euros, (iii) all debt and lease obligations are denominated in Euro, (iv) a majority of the cash balances are denominated in Euros and (v) a majority of the intercompany balances are denominated in Euros. When considering all relevant facts together along with managements’ long-term plan for our Turkey operations, management concluded that the Euros best reflects the currency of the primary economic environment in which we currently operate. As a result, the Company adopted the Euro as the functional currency of our Turkish operations effective January 1, 2022 on a prospective basis.Türkiye.

Note 2. Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of the SEC and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, ~~2021~~2022 included in our Annual Report on Form 10-K. ~~Certain~~Although we believe the disclosures that are made are adequate to make the information presented herein not misleading, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted, as permitted by the ~~SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.~~SEC. The accompanying condensed consolidated financial statements reflect, in the opinion of our management, all normal recurring adjustments necessary to present fairly our financial position at March 31, ~~2022,~~2023, and the results of our operations, comprehensive income (loss) and cash flows for the periods presented. Interim results for the three months ended March 31, ~~2022~~2023 are not necessarily indicative of the results to be expected for the full ~~years.~~year. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation.

The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~TPI COMPOSITES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The accompanying condensed consolidated financial statements include the accounts of TPI Composites, Inc. and all of our majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

References to TPI Composites, Inc, the “Company,” “we,” “us” or “our” in these notes refer to TPI Composites, Inc. and its consolidated subsidiaries.

Accounting Pronouncements

Recently Issued Accounting Pronouncements

~~Reference Rate Reform~~Supplier Finance Programs

In ~~March 2020,~~September 2022, the FASB issued ASU ~~2020-04,~~2022-04, ~~Reference Rate Reform (Topic 848): Facilitation~~Liabilities - Supplier Finance Programs (Subtopic 405-50), which requires the disclosure of the ~~Effects~~key terms of ~~Reference Rate Reform~~outstanding supplier finance programs and a roll forward of the related obligations. The new standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. We adopted this standard on ~~Financial Reporting~~,January 1, 2023, except for the roll forward requirement, which ~~provides optional expedients~~becomes effective January 1, 2024, and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This ASU only applies to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. This ASU is effective for all entities beginning on March 12, 2020 and entities may elect to apply the ASU prospectively through December 31, 2022. The FASB later issued ASU 2021-01, ~~Reference Rate Reform (Topic 848): Scope~~, to clarify the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. We are currently evaluating theit did not have a material impact ~~this guidance may have~~ on our condensed consolidated financial ~~statements and related disclosures.~~statements.

The Company has determined that no other recent accounting pronouncements apply to our operations or could otherwise have a material impact on our consolidated financial statements.

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Discontinued Operations

In December 2022, the Company committed to a restructuring plan to rebalance our organization and optimize our global manufacturing footprint. Changing economic and geopolitical factors, including increased logistics costs and tariffs imposed on components of wind turbines from China, including wind blades, has had an adverse impact on demand for our wind blades manufactured in our Chinese facilities. In connection with our restructuring plan, we ceased production at our Yangzhou, China manufacturing facility as of December 31, 2022 and plan to shut down our business operations in China in the next 12 months. Our business operations in China comprised the entirety of our Asia reporting segment. This shut down will have a meaningful effect on our global manufacturing footprint and consolidated financial results. Accordingly, the historical results of our Asia reporting segment have been presented as discontinued operations in our Consolidated Statements of Operations and Consolidated Balance Sheets.

The following table presents the carrying amounts of major classes of assets and liabilities that were included in discontinued operations:


	March 31,		December 31,
	2023		2022
	(in thousands)
Cash and cash equivalents	$	1,385	$	9,669
Accounts receivable		3,575		2,716
Prepaid expenses		4,937		1,877
Inventories		169		1,501
Property, plant and equipment, net		10,471		17,678
Other classes of assets that are not major		2,155		1,741
Total assets of discontinued operations	$	22,692	$	35,182

Accounts payable and accrued expenses	$	7,422	$	26,942
Accrued restructuring		7,942		17,764
Operating lease liabilities		—		9,524
Other classes of liabilities that are not major		210		210
Total liabilities of discontinued operations	$	15,574	$	54,440

The following table presents the components of net income (loss) from discontinued operations:


	Three Months Ended
	March 31,
	2023			2022
	(In thousands)
Net sales	$	2,167		$	41,345
Cost of sales		5,736			38,533
Startup and transition costs		—			5,466
Total cost of goods sold		5,736			43,999
Gross profit (loss)		(3,569	)		(2,654	)
Loss on sale of assets and asset impairments		2,177			51
Restructuring charges, net		1,458			1,936
Loss from discontinued operations		(7,204	)		(4,641	)
Other income (expense):
Interest income (expense), net		39			(62	)
Foreign currency loss		(1,035	)		(193	)
Miscellaneous income		1,219			488
Total other income		223			233
Loss before income taxes		(6,981	)		(4,408	)
Income tax benefit (provision)		—			—
Net loss from discontinued operations	$	(6,981	)	$	(4,408	)

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents summarized cash flows from discontinued operations:


	Three Months Ended
	March 31,
	2023			2022
	(in thousands)
Net cash used in operating activities from discontinued operations	$	(8,067	)	$	(14,342	)
Net cash used in investing activities from discontinued operations		(185	)		(973	)
Additional non-cash items related to operating activities from discontinued operations:
Depreciation and amortization		—			1,986
Share-based compensation expense		115			226

The following is a summary of our restructuring liability activity related to discontinued operations for the periods presented:


	Severance			Other			Total
	(in thousands)
Balance at December 31, 2022	$	15,757		$	2,007		$	17,764
Restructuring charges, net		(17	)		1,475			1,458
Payments		(9,184	)		(2,096	)		(11,280	)
Balance at March 31, 2023	$	6,556		$	1,386		$	7,942

Note 3.4. Revenue From Contracts with Customers

For a detailed discussion of our revenue recognition policy, refer to the discussion in Note 1, Summary of Operations and Summary of Significant Accounting Policies – ~~(c)~~(d) Revenue Recognition, to the Notes to Consolidated Financial Statements within our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022.

The following tables represents the disaggregation of our net sales ~~revenue~~ by product for each of our reportable segments:

Three Months Ended March 31, 2022

U.S.

Asia

Mexico

EMEA

India

Total

(in thousands)

Wind blade sales

$
0

$
36,399

$
129,606

$
146,849

$
41,727

$
354,581

Precision molding and
assembly systems sales

0

3,859

147

0

0

4,006

Transportation sales

12,857

0

0

0

0

12,857

Field service, inspection and
repair services sales

8,601

968

0

281

0

9,850

Other sales

99

120

643

2,555

159

3,576

Total net sales

$
21,557

$
41,346

$
130,396

$
149,685

$
41,886

$
384,870


	Three Months Ended March 31, 2023
	U.S.		Mexico		EMEA		India		Total
	(in thousands)
Wind blade, tooling and other wind related sales	$	—	$	154,462	$	166,837	$	66,293	$	387,592
Automotive sales		10,261		—		—		—		10,261
Field service, inspection and repair services sales		5,359		178		676		—		6,213
Total net sales	$	15,620	$	154,640	$	167,513	$	66,293	$	404,066

Three Months Ended March 31, 2021

U.S.

Asia

Mexico

EMEA

India

Total

(in thousands)

Wind blade sales

$
39,627

$
72,503

$
108,442

$
111,027

$
47,580

$
379,179

Precision molding and
assembly systems sales

0

3,964

4,963

0

0

8,927

Transportation sales

8,131

0

0

0

0

8,131

Field service, inspection and
repair services sales

2,994

308

0

1,013

0

4,315

Other sales

241

153

3,347

326

61

4,128

Total net sales

$
50,993

$
76,928

$
116,752

$
112,366

$
47,641

$
404,680


	Three Months Ended March 31, 2022
	U.S.		Mexico		EMEA		India		Total
	(in thousands)
Wind blade, tooling and other wind related sales	$	99	$	130,396	$	149,404	$	41,887	$	321,786
Automotive sales		12,857		—		—		—		12,857
Field service, inspection and repair services sales		8,601		—		281		—		8,882
Total net sales	$	21,557	$	130,396	$	149,685	$	41,887	$	343,525

11For a further discussion regarding our operating segments, see Note 17, Segment Reporting.

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~For a further discussion regarding our operating segments, see Note 16,~~ ~~Segment Reporting. The geographic regions of Europe, the Middle East and Africa comprises the EMEA segment.~~

Contract Assets and Liabilities

Contract assets consist of the amount of revenue recognized over time for performance obligations in production where control has transferred to the customer but the contract does not yet allow for the customer to be billed. Typically, customers are billed when the product finishes production and meets the technical specifications contained in the contract. The majority of the contract asset balance relates to materials procured based on customer specifications. The contract assets are recorded as current assets in the condensed consolidated balance sheets. Contract liabilities consist of advance payments in excess of revenue earned. ~~These amounts primarily represent progress payments received as precision molding and assembly systems are being manufactured.~~ The contract liabilities are recorded as current liabilities in the condensed consolidated balance sheets and are reduced as we record revenue over time.

These contract assets and liabilities are reported on the condensed consolidated balance sheets net on a contract-by-contract basis at the end of each reporting period.

Contract assets and contract liabilities consisted of the following:


	March 31,			December 31,					March 31,			December 31,
	2022			2021			$ Change		2023			2022			$ Change
	(in thousands)								(in thousands)
Gross contract assets	$	208,010		$	196,659		$	11,351	$	267,127		$	231,487		$	35,640
Less: reclassification from contract liabilities		(1,946	)		(8,336	)		6,390		(33,195	)		(15,548	)		(17,647	)
Contract assets	$	206,064		$	188,323		$	17,741	$	233,932		$	215,939		$	17,993


	March 31,			December 31,						March 31,			December 31,
	2022			2021			$ Change			2023			2022			$ Change
	(in thousands)									(in thousands)
Gross contract liabilities	$	3,220		$	9,610		$	(6,390	)	$	33,195		$	32,648		$	547
Less: reclassification to contract assets		(1,946	)		(8,336	)		6,390			(33,195	)		(15,548	)		(17,647	)
Contract liabilities	$	1,274		$	1,274		$	0		$	—		$	17,100		$	(17,100	)

Contract assets increased by $~~17.7~~18.0 million from December 31, ~~2021~~2022 to March 31, ~~2022~~2023 due to an increase in ~~customer specific material purchases and incremental~~ unbilled production during the three months ended March 31, ~~2022. Contracts~~2023. Contract liabilities, net of the amounts reclassed to contract assets ~~remained consistent~~decreased by $17.1 million from December 31, ~~2021~~2022 to March 31, ~~2022.~~2023.

For the three months ended March 31, ~~2022,~~2023, we recognized $~~1.3~~17.1 million of revenue related to ~~precision molding and assembly systems and wind blades,~~customer advances, which was included in the corresponding contract liability balance at the beginning of the period.

Performance Obligations

Remaining performance obligations represent the transaction price for which work has not been performed and excludes any unexercised contract options. The transaction price includes estimated variable consideration as determined based on the estimated production output within the range of the contractual guaranteed minimum volume obligations and production capacity.

~~TPI COMPOSITES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

As of March 31, ~~2022,~~2023, the aggregate amount of the transaction price allocated to the remaining performance obligations to be satisfied in future periods was approximately $~~2.5~~1.3 billion. This total transaction price excludes approximately $22.5 million of variable consideration related to one of our customer supply agreements, which has been constrained primarily due to uncertainty associated with production volume during the remaining term. Had the variable consideration not been constrained, approximately $9.7 million of the $22.5 million revenue would have been recognized as of March 31, 2023. We estimate the constraint will be resolved in subsequent periods when our customer provides additional information relevant to forecasted future production. We estimate that we will recognize the remaining performance obligations as revenue as follows:

$

% of Total

(in thousands)

Year Ending December 31,

Remainder of 2022

$
1,262,407

51.3
%
2023

1,019,335

41.4

2024

180,761

7.3

Total remaining performance obligations

$
2,462,503

100
%


	$		% of Total
	(in thousands)
Year Ending December 31,
Remainder of 2023	$	932,311		69.4	%
2024		311,021		23.1
2025		101,189		7.5
Total remaining performance obligations	$	1,344,521		100	%

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the three months ended March 31, 2023, net revenue recognized from our performance obligations satisfied in previous periods decreased by $4.3 million. For the three months ended March 31, 2022, net revenue recognized from our performance obligations satisfied in previous ~~period~~periods decreased by $6.6 ~~million, as compared to decreases of $8.5~~ ~~million, in~~million. The decrease for the ~~same period in 2021. The current year decreases~~three months ended March 31, 2023 primarily relates to changes in certain of our estimated total contract values and related direct costs to complete the performance obligations.

Note 4.5. Significant Risks and Uncertainties

Our revenues and receivables are earned from a small number of customers. As such, our production levels are dependent on these customers’ orders. See Note ~~15,~~16, Concentration of Customers.

We may be required to reinstate temporary production suspensions or volume reductions at our manufacturing facilities to the extent there are new resurgences of COVID-19 cases in the regions where we operate or there is an outbreak of positive COVID-19 cases in any of our manufacturing facilities.

The ~~after-effects of the pandemic~~current geopolitical situation, and economic environment, including with respect to inflation, continue to evolve and affect supply chain performance and underlying assumptions in various ways – specifically with volatility in commodity, energy, and logistics costs. There were both significant price increases and supply constraints during the three months ended March 31, 2022, as compared to the same period in 2021 with respect to resin and carbon fiber, which are key raw materials that we use to manufacture our products, as well as increases in logistics costs to obtain raw materials. We expect carbon fiber and related product supply will remain constrained. Production of carbon products is very energy intensive and although we are able to pass on a majority of cost increases onto our customers, rising energy costs could continue to adversely impact cost of materials. If ~~the supply of resin feedstocks and carbon fiber continue to be constrained and~~ the prices for these ~~raw materials remain elevated for an extended period of time,~~commodities, energy, and logistics costs increase substantially, such ~~constraints and~~ elevated price levels could have a ~~further~~ material ~~adverse~~ impact on our results of operations.

~~Although~~In January 2024, we ~~believe that~~will be required to start paying dividends quarterly in cash to the ~~onshore wind market will continue to grow over~~ holders of our Series A Preferred Stock ("the ~~long term, the expiration of~~Series A Preferred Stockholders").

In August 2022, the United States (U.S.) Congress passed the Inflation Reduction Act of 2022 (IRA) which effectively extended the Production Tax Credit (PTC) atuntil the ~~end~~later of ~~2021~~2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022. In addition, a new advanced manufacturing production tax credit (AMPC) was created that can be claimed for the domestic production and sale of clean energy components, such as wind turbine blades. Although we are encouraged by the passing of the IRA and the ~~lack of new policy or legislation has created uncertainty~~expected long-term incentive certainty that the IRA provides in the ~~near term.~~ U.S. market, the wind industry is waiting on guidance from the Internal Revenue Service (IRS) and U.S. Treasury Department, among others, to define and clarify the implementation of this complex legislation.

We are ~~monitoring legislative and regulatory~~also encouraged by the policy ~~proposals to extend or expand tax credits and other programs~~initiatives in the ~~United States~~European Union (EU) and are closely watching the pace of implementation to drive their intended benefits for the wind industry. We expect 2023 to be a transition year while the industry awaits clarity around more robust policies in the EU. These policies include the Green Deal Industrial Plan that is expected to accelerate the expansion of renewable energy and green technologies, while building on previous initiatives such as the European Green Deal and REPowerEU. A key component of the Green Deal Industrial Plan is the Net-Zero Industry Act to simplify regulations, speed up permits and promote ~~wind energy.~~cross-border projects to accelerate climate neutrality. As the majority of our blades are installed in the U.S. and the EU, these policy trends are expected to have a material impact on our business and the pace of long-term revenue growth.

We maintain our ~~United States (U.S.)~~U.S. cash in bank deposit and money market mutual fund accounts that, at times, exceed U.S. federally insured limits. U.S. bank accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) in an amount up to $250,000 during ~~2022~~2023 and ~~2021.~~2022. U.S. money market mutual fund accounts are not guaranteed by the FDIC. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we had $~~112.6~~146.4 million and $~~165.4~~124.4 million, respectively, of cash in bank deposit and money market mutual fund accounts in U.S. banks, which were in excess of FDIC limits. We have not experienced losses in any such accounts.

We also maintain cash in bank deposit accounts outside the U.S. with no insurance. At March 31, ~~2022,~~2023, this included $~~10.6~~13.9 million in ~~China,~~Türkiye, $~~3.0~~ ~~million in Turkey, $2.4~~1.8 million in India, $~~1.8~~1.0 million in Mexico and $~~0.5~~1.1 million in other countries. As of December 31, ~~2021,~~2022, this included $~~25.9~~2.4 million in ~~China,~~Türkiye, $~~42.6~~ ~~million in Turkey, $5.7~~4.7 million in India, $~~2.1~~1.4 million in Mexico and $~~0.5~~0.7 million in other countries. We have not experienced losses in these accounts. In addition, at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we had short-term deposits in interest bearing accounts in the U.S. of $~~9.9~~8.8 million and $~~10.1~~9.9 million, respectively, which are reported as restricted cash in our condensed consolidated balance sheets. In addition, at March 31, 2023 and December 31, 2022, we had unrestricted cash and cash equivalents related to our discontinued operations of $1.4 million and $9.7 million, respectively.

1315

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5.6. Accrued Warranty

The warranty accrual activity for the periods noted consisted of the following:


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2022			2021				2023			2022
	(in thousands)							(in thousands)
Warranty accrual at beginning of period		$	42,020		$	50,852			$	22,347		$	42,020
Accrual during the period			3,066			4,847				2,853			3,066
Cost of warranty services provided during the period			(8,314	)		(7,571	)			(4,264	)		(8,314	)
Changes in estimate for pre-existing warranties, including expirations during the period			2,171			(2,172	)
Changes in estimate for pre-existing warranties, including expirations during the period and foreign exchange impact										2,037			2,171
Warranty accrual at end of period		$	38,943		$	45,956			$	22,973		$	38,943

Note ~~6. Long-Term~~7. Debt ~~Net of Current Maturities~~

Long-term debt, net of current maturities, consisted of the following:

March 31,

December 31,

2022

2021

(in thousands)

Unsecured financing—EMEA

$
27,146

$
48,444

Secured and unsecured working capital—India

10,285

10,269

Unsecured term loan—India

8,109

8,109

Equipment finance lease—Mexico

4,686

5,821

Equipment finance lease—EMEA

1,402

1,884

Other equipment finance leases

82

119

Total debt—principal

51,710

74,646

Less: Current maturities of long-term debt

(46,137
)

(66,438
)
Long-term debt, net of current maturities

$
5,573

$
8,208


	March 31,			December 31,
	2023			2022
	(in thousands)
5.25% Convertible senior unsecured notes—U.S.	$	132,500		$	—
Unsecured financing—EMEA		46,555			43,556
Secured and unsecured working capital—India		13,936			15,246
Equipment finance leases—Mexico		1,614			1,909
Equipment finance leases—EMEA		440			443
Other equipment finance leases		13			19
Total debt—principal		195,058			61,173
Less: Debt issuance costs		(4,724	)		—
Total debt, net of debt issuance costs		190,334			61,173
Less: Current maturities of long-term debt		(61,624	)		(59,975	)
Long-term debt, net of current maturities	$	128,710		$	1,198

Convertible Senior Unsecured Notes:

Convertible Notes and Indenture

In March 2023, we issued and sold an aggregate of $132.5 million principal amount of convertible senior unsecured notes due in 2028 (the Notes) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). The Notes consisted of a $115.0 million initial placement and an over-allotment option that provided the initial purchasers an option to purchase an additional $17.5 million principal amount of Notes, which was fully exercised. The net proceeds from the issuance of the Notes was $109.1 million, net of $4.8 million in debt issuance costs and $18.6 million in cash used to purchase the capped call transactions discussed below. The debt issuance costs are amortized to interest expense over the term of the Notes.

The Notes were issued pursuant to an Indenture, dated March 3, 2023 (the Indenture), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The Notes do not contain any specific financial covenants.

The Notes bear interest at a rate of 5.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2023. The Notes will mature on March 15, 2028, unless earlier converted, redeemed, or repurchased.

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Notes are convertible into cash, shares of the Company’s common stock, par value $0.01 per share (the Common Stock) or a combination of cash and shares of Common Stock, at the Company’s election, at an initial conversion rate of 66.5425 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $15.03 per share of Common Stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

Before September 15, 2027, noteholders will have the right to convert all or any portion of their Notes, in multiples of $1,000 principal amounts, only under the following circumstances:

•

during any calendar quarter commencing after the calendar quarter ending on June 30, 2023, if the last reported sale price of our Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130% of the applicable conversion price of the Notes on each such trading day;

•

during the five business day period immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day of five consecutive trading day period was less than 98% of the product of the last reported sale price of our Common Stock and the applicable conversion rate of the Notes on such trading day;

•

on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the Notes so surrendered for conversion in connection with such redemption notice; or

•

on the occurrence of specified corporate events.

On or after September 15, 2027, the Notes are convertible at the option of the noteholders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

The Company may not redeem the Notes prior to March 20, 2026. The Company may redeem for cash all or any portion of the Notes, at its option, on or after March 20, 2026 and prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.

We accounted for the issuance of the Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

In connection with the issuance and sale of the Notes, the Series A Preferred Stockholders agreed to waive compliance with all covenants under the Certificate of Designations with respect to the Company’s sale and issuance of the Notes and the Company’s planned capital expenditures and incurrence of additional indebtedness of up to $17.0 million to acquire wind turbines that will provide renewable energy for our manufacturing facilities in Türkiye.

Capped Call Transactions

On February 28, 2023, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the Base Capped Call Transactions) with certain initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the Option Counterparties). On March 1, 2023, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional privately negotiated capped call transactions with the Option Counterparties (the Additional Capped Call Transactions, and with the Base Capped Call Transactions, the Capped Call Transactions). The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Common Stock that underlie the Notes. The Capped Call Transactions are expected generally to reduce or offset the potential dilution to the Common Stock upon conversion of any Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The initial cap price of the Capped Call Transactions was $23.12 per share, which represents a premium of 100% over the reported sale price of the Common

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock on The Nasdaq Global Market of $11.56 per share on February 28, 2023, and is subject to certain adjustments under the terms of the capped call transactions.

The cost of the Capped Call Transactions was $18.6 million and was recorded as a reduction to our additional paid-in-capital in our condensed consolidated balance sheets. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification. As of March 31, 2023, the Capped Call Transactions were out-of-the-money.

Note 7.8. Share-Based Compensation Plans

During the three months ended March 31, ~~2022,~~2023, we issued to certain employees an aggregate of ~~764,318~~704,044 timed-based restricted stock units (RSUs), ~~37,065~~91,338 performance-based restricted stock units (PSUs) that vest upon achievement of annual, adjusted Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) targets measured from January 1, ~~2022~~2023 through December 31, ~~2024,~~2025, ~~111,193~~121,710 PSUs that vest upon achievement of certain ~~stock price hurdles for the period of the grant date through December 31, 2024, and~~ ~~49,781~~ ~~PSUs that vest upon achievement of certain strategic~~cumulative total shareholder return (TSR) targets measured from January ~~12, 2022~~1, 2023 through ~~January 12, 2032.~~December 31, 2025 and ~~167,507~~16,026 stock options. 169,325 of the time-based RSUs vest ~~on the third anniversary date of the grant date,~~ ~~413,467~~ ~~of the time-based RSUs vest~~over a two-year period with 50% on the first and second anniversary of the grant date, respectively, and ~~183,344~~534,718 of the time-based RSUs vest over a three-year period with 25% of the RSUs vesting on the first ~~second, third~~ and ~~fourth~~second anniversary of the grant date, ~~respectively.~~and 50% vesting on the third anniversary of the grant date. Each of the time-based and performance-based RSU awards are subject to the recipient’s continued service with us, the terms and conditions of our stock option and incentive plan and the applicable award agreement.

The share-based compensation expense recognized in the condensed consolidated statements of operations was as follows:


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2022		2021		2023		2022
	(in thousands)				(in thousands)
Cost of goods sold	$	889	$	203	$	73	$	663
General and administrative expenses		2,420		2,196		2,480		2,420
Total share-based compensation expense	$	3,309	$	2,399	$	2,553	$	3,083

~~TPI COMPOSITES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The share-based compensation expense recognized by award type was as follows:


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2022		2021		2023		2022
	(in thousands)				(in thousands)
RSUs	$	2,819	$	1,255	$	2,049	$	2,614
Stock options		164		618		154		165
PSUs		326		526		350		304
Total share-based compensation expense	$	3,309	$	2,399	$	2,553	$	3,083

Note 8.9. Leases

We have operating and finance leases for our manufacturing facilities, warehouses, offices, automobiles and certain of our machinery and equipment. Our leases have remaining lease terms of between one and 15 years, some of which may include options to extend the leases up to five years.

~~The components of lease cost were as follows:~~

Three Months Ended

March 31,

2022

2021

(in thousands)

Total operating lease cost

$
11,216

$
9,716

Finance lease cost

Amortization of assets under finance leases

$
1,037

$
900

Interest on finance leases

110

189

Total finance lease cost

$
1,147

$
1,089

~~Total lease assets and liabilities were as follows:~~

March 31,

December 31,

2022

2021

(in thousands)

Operating Leases

Operating lease right of use assets

$
160,532

$
137,192

Current operating lease liabilities

$
22,652

$
22,681

Noncurrent operating lease liabilities

148,189

146,479

   Total operating lease liabilities

$
170,841

$
169,160

Finance Leases

Property, plant and equipment, gross

$
36,606

$
26,405

Less: accumulated depreciation

(21,343
)

(13,782
)
   Total property, plant and equipment, net

$
15,263

$
12,623

Current maturities of long-term debt

$
4,300

$
5,435

Long-term debt, net of debt issuance costs and current maturities

1,870

2,389

   Total finance lease liabilities

$
6,170

$
7,824

~~Future minimum lease payments under noncancelable leases as of March 31, 2022 were as follows:~~

1518

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Operating

Finance

Leases

Leases

(in thousands)

Year Ending December 31,

Remainder of 2022

$
26,248

$
4,182

2023

33,124

1,344

2024

29,006

711

2025

28,546

379

2026

28,879

7

Thereafter

83,486

0

Total future minimum lease payments

229,289

6,623

Less: interest

(58,448
)

(453
)
Total lease liabilities

$
170,841

$
6,170

The components of lease cost were as follows:


	Three Months Ended
	March 31,
	2023		2022
	(in thousands)
Total operating lease cost	$	10,025	$	10,162

Finance lease cost
Amortization of assets under finance leases	$	1,009	$	1,037
Interest on finance leases		33		110
Total finance lease cost	$	1,042	$	1,147

Total lease assets and liabilities were as follows:


	March 31,			December 31,
	2023			2022
	(in thousands)
Operating Leases
Operating lease right of use assets	$	147,944		$	152,312

Current operating lease liabilities	$	22,591		$	22,220
Noncurrent operating lease liabilities		129,753			133,363
Total operating lease liabilities	$	152,344		$	155,583

Finance Leases
Property, plant and equipment, gross	$	36,190		$	35,948
Less: accumulated depreciation		(25,338	)		(24,272	)
Total property, plant and equipment, net	$	10,852		$	11,676

Current maturities of long-term debt	$	1,133		$	1,174
Long-term debt, net of current maturities		934			1,197
Total finance lease liabilities	$	2,067		$	2,371

Future minimum lease payments under noncancelable leases as of March 31, 2023 were as follows:


	Operating			Finance
	Leases			Leases
	(in thousands)
Year Ending December 31,
Remainder of 2023	$	25,799		$	831
2024		31,835			856
2025		31,279			490
2026		30,128			20
2027		25,906			—
Thereafter		51,403			—
Total future minimum lease payments		196,350			2,197
Less: interest		(44,006	)		(130	)
Total lease liabilities	$	152,344		$	2,067

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Supplemental cash flow information related to leases was as follows:


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2022		2021		2023		2022
	(in thousands)				(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,965	$	9,250	$	9,297	$	8,463
Operating cash flows from finance leases		110		189		33		110
Financing cash flows from finance leases		1,545		1,406		578		1,545

Other information related to leases was as follows:


	March 31,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
Weighted-Average Remaining Lease Term (In Years):
Operating leases		7.1			7.0			6.3			6.4
Finance leases		1.8			1.9			2.2			2.1

Weighted-Average Discount Rate:
Operating leases		8.1	%		8.0	%		8.4	%		8.3	%
Finance leases		5.7	%		5.8	%		6.3	%		6.4	%

As of March 31, ~~2022, there were~~ 0 ~~material~~2023, we have an additional ~~leases~~lease related to our ~~manufacturing facilities, warehouses, offices, automobiles or our machinery and equipment~~corporate office space totaling approximately $3 million which ~~have~~has not yet ~~commenced.~~commenced, but which we expect will commence in the fourth quarter of 2023 with an initial term of approximately 7.5 years.

Note 9.10. Financial Instruments

Foreign Exchange Forward Contracts

We use foreign exchange forward contracts to mitigate our exposure to fluctuations in exchange rates between the functional currencies of our subsidiaries and the other currencies in which they transact. We do not use such forward contracts for speculative or trading purposes.

~~Mexican Peso~~

~~With regards to our foreign exchange call option contracts, for the three months ended March 31, 2022 and 2021, $0.6~~ ~~million and $0.7~~ million of premium amortization was recorded through cost of sales within our condensed consolidated statements of operations, respectively. The net income (loss) recognized in accumulated other comprehensive loss in our condensed consolidated statements of

~~TPI COMPOSITES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

changes in stockholders’ equity for our foreign exchange call option contracts is expected to be recognized in cost of sales in our condensed consolidated statements of operations during the next nine months.

~~As of March 31, 2022 and December 31, 2021, the notional values associated with our foreign exchange call option contracts qualifying as cash flow hedges were approximately~~ ~~1.1~~ ~~billion Mexican Pesos (approximately $52.4million) and approximately~~ ~~0.4~~ ~~billion Mexican Pesos (approximately $20.2~~ ~~million), respectively.~~

~~Chinese Renminbi~~

~~With regards to our foreign exchange forward contracts, for which hedge accounting does not apply, for the three months ended March 31, 2022 and 2021, $0.0~~ ~~million and $0.1~~ ~~million in gains were recorded through foreign currency income (loss) within our condensed consolidated statements of operations, respectively.~~

~~India Rupee~~

~~With regards to our foreign exchange call option contracts, for which hedge accounting does not apply, for the three months ended March 31, 2022 and 2021, $0.1~~ ~~million and $0.7~~ million in gains were recorded through foreign currency income (loss) within our condensed consolidated statements of operations, respectively. Additionally, with regards to our foreign exchange call option contracts, for the three months ended March 31, 2022 and 2021, $~~0.6~~ ~~million and $0.0~~ ~~million of premium amortization was recorded as losses through foreign currency income (loss) within our condensed consolidated statements of operations, respectively.~~

~~The fair values and location of our financial instruments in our condensed consolidated balance sheets were as follows:~~

Condensed Consolidated

March 31,

December 31,

Financial Instrument

Balance Sheet Line Item

2022

2021

(in thousands)

Foreign exchange forward contracts

Other current assets

$
3,912

$
1,580

Foreign exchange forward contracts

Accounts payable and accrued
expenses

0

1,052

The following table presents the pretax amounts reclassified from accumulated other comprehensive loss into our condensed consolidated statements of operations:


Accumulated	Condensed Consolidated	Three Months Ended						Condensed Consolidated	Three Months Ended
Other Comprehensive	Statement of Operations	March 31,						Statement of Operations	March 31,
Loss Component	Line Item	2022			2021			Line Item	2023		2022
		(in thousands)							(in thousands)
Foreign exchange forward contracts	Cost of sales	$	(640	)	$	(2,002	)	Cost of sales	$	—	$	(640	)

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note ~~10.~~11. Restructuring Charges, Net

The following is a summary of our r~~estructuring~~restructuring charges, net for the ~~period~~periods presented:


	Three Months Ended March 31, 2022								Three Months Ended March 31, 2023
	U.S.		Asia		Mexico		Total		U.S.			Mexico		EMEA		Total
	(in thousands)								(in thousands)
Severance	$	44	$	1,553	$	266	$	1,863	$	(25	)	$	100	$	—	$	75
Other restructuring costs		147		383		0		530		—			—		—		—
Total restructuring charges, net	$	191	$	1,936	$	266	$	2,393	$	(25	)	$	100	$	—	$	75

~~For the three months ended March 31, 2021, we incurred $0.3~~ ~~million in restructuring charges related to our Asia segment.~~


	Three Months Ended March 31, 2022
	U.S.		Mexico		EMEA		Total
	(in thousands)
Severance	$	44	$	266	$	—	$	310
Other restructuring costs		147		—		—		147
Total restructuring charges, net	$	191	$	266	$	—	$	457

The following is a summary of our restructuring liability activity for the periods presented:

~~TPI COMPOSITES, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

U.S.

Asia

Mexico

Total

(in thousands)

Balance at December 31, 2021

$
2,638

$
8,145

$
2,161

$
12,944

Restructuring charges, net

191

1,936

266

2,393

Payments

(1,920
)

(4,675
)

(415
)

(7,010
)
Balance at March 31, 2022

$
909

$
5,406

$
2,012

$
8,327


	U.S.			Mexico			EMEA			Total
	(in thousands)
Balance at December 31, 2022	$	457		$	—		$	30		$	487
Restructuring charges, net		(25	)		100			—			75
Payments		(432	)		(100	)		(27	)		(559	)
Balance at March 31, 2023	$	—		$	—		$	3		$	3

There was no material restructuring activity for our India segment for the three months ended March 31, 2023 and 2022.

Note ~~11.~~12. Income Taxes

For the three months ended March 31, ~~2022,~~2023, we reported an income tax provision of $3.9 million as compared to an income tax provision of $2.9 million ~~as compared to an income tax benefit of $7.1~~ ~~million~~ in the comparative prior year period. ~~This~~The increase during the three months ended March 31, 2023, resulted primarily from the change in the mix of earnings of foreign ~~jurisdictions and an increase in U.S. valuation allowance and uncertain tax positions compared to the same period in 2021.~~jurisdictions.

No changes in tax law occurred during the three months ended March 31, ~~2022,~~2023, which had a material impact on our income tax provision. We do not record a deferred tax liability related to unremitted foreign earnings as we maintain our assertion to indefinitely reinvest our unremitted foreign earnings.

~~Note 12. Net Income (Loss) Per Common Share~~

~~The following table sets forth the computation of basic and diluted net income (loss) per common share:~~

Three Months Ended

March 31,

2022

2021

(in thousands, except per share data)

Numerator:

Net loss

$
(15,800
)

$
(1,797
)
Preferred stock dividends and accretion

(14,132
)

0

Net loss attributable to common stockholders

$
(29,932
)

$
(1,797
)

Denominator:

Basic weighted-average shares outstanding

41,899

36,601

Effect of dilutive awards

0

0

Diluted weighted-average shares outstanding

41,899

36,601

Basic net income (loss) per common share

$
(0.71
)

$
(0.05
)
Diluted net income (loss) per common share

$
(0.71
)

$
(0.05
)

Potentially dilutive shares excluded from the calculation
  due to net losses in the period

474

2,040

Anti dilutive share-based compensation awards
   that would be excluded from the calculation
   if income was reported in the period

429

0

~~For the three months ended March 31, 2022, the weighted average number of common shares outstanding during the period includes~~ ~~4,666,667~~ ~~of outstanding, fully vested warrants that are exercisable for $0.01~~ ~~per warrant.~~

1821

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 13. Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per common share:


		Three Months Ended
		March 31,
		2023			2022
	(in thousands, except per share data)
Numerator:
Net loss from continuing operations		$	(15,146	)	$	(11,392	)
Preferred stock dividends and accretion			(15,173	)		(14,132	)
Net loss from continuing operations attributable to common stockholders			(30,319	)		(25,524	)
Net loss from discontinued operations			(6,981	)		(4,408	)
Net loss attributable to common stockholders		$	(37,300	)	$	(29,932	)

Denominator:
Basic weighted-average shares outstanding			42,284			41,899
Effect of dilutive awards			—			—
Diluted weighted-average shares outstanding			42,284			41,899

Loss from continuing operations per common share:
Basic		$	(0.72	)	$	(0.61	)
Diluted		$	(0.72	)	$	(0.61	)

Loss from discontinued operations per common share:
Basic		$	(0.16	)	$	(0.10	)
Diluted		$	(0.16	)	$	(0.10	)

Loss per common share:
Basic		$	(0.88	)	$	(0.71	)
Diluted		$	(0.88	)	$	(0.71	)

Dilutive shares excluded from the calculation due to net losses in the period			631			474
Anti-dilutive share-based compensation awards that would be excluded from the calculation if income was reported in the period			69			429

We use the if-converted method for calculating any potential dilutive effect of the Notes on diluted net loss per common share. The Notes would have a diluted impact on net income per share when the average price of our Common Stock for a given period exceeds the respective conversion price of the Notes. During the three months ended March 31, 2023, we had 8,816,881 potentially issuable shares of Common Stock related to our Notes that were not included in the computation of diluted net loss per common share as the effect of including these shares in the calculation would have been anti-dilutive.

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note ~~13.~~14. Stockholders’ Equity

Accumulated Other Comprehensive Loss

The following tables presents the changes in accumulated other comprehensive loss (AOCL) by component:

Three Months Ended March 31, 2022

Foreign

Foreign

currency

exchange

translation

Interest rate

forward

Total

adjustments

swap

contracts

AOCL

(in thousands)

Balance at December 31, 2021

$
(48,530
)

$
0

$
(5,476
)

$
(54,006
)
Other comprehensive income (loss) before reclassifications

43,369

0

3,345

46,714

Amounts reclassified from AOCL

—

0

(640
)

(640
)
Net tax effect

—

0

—

—

Net current period other comprehensive income (loss)

43,369

0

2,705

46,074

Balance at March 31, 2022

(5,161
)

0

(2,771
)

(7,932
)


	Three Months Ended March 31, 2023
	Foreign			Foreign
	currency			exchange
	translation			forward			Total
	adjustments			contracts			AOCL
	(in thousands)
Balance at December 31, 2022	$	(10,845	)	$	(4,542	)	$	(15,387	)
Other comprehensive income before reclassifications		2,010			—			2,010
Amounts reclassified from AOCL		—			—			—
Net tax effect		—			—			—
Net current period other comprehensive income		2,010			—			2,010
Balance at March 31, 2023	$	(8,835	)	$	(4,542	)	$	(13,377	)

Three Months Ended March 31, 2021

Foreign

Foreign

currency

exchange

translation

Interest rate

forward

Total

adjustments

swap

contracts

AOCL

(in thousands)

Balance at December 31, 2020

$
(30,111
)

$
(3,443
)

$
564

$
(32,990
)
Other comprehensive income (loss) before reclassifications

(5,291
)

597

(2,281
)

(6,975
)
Amounts reclassified from AOCL

—

—

(2,002
)

(2,002
)
Net tax effect

—

(139
)

790

651

Net current period other comprehensive income (loss)

(5,291
)

458

(3,493
)

(8,326
)
Balance at March 31, 2021

(35,402
)

(2,985
)

(2,929
)

(41,316
)


	Three Months Ended March 31, 2022
	Foreign			Foreign
	currency			exchange
	translation			forward			Total
	adjustments			contracts			AOCL
	(in thousands)
Balance at December 31, 2021	$	(48,530	)	$	(5,476	)	$	(54,006	)
Other comprehensive income before reclassifications		43,369			3,345			46,714
Amounts reclassified from AOCL		—			(640	)		(640	)
Net tax effect		—			—			—
Net current period other comprehensive income		43,369			2,705			46,074
Balance at March 31, 2022	$	(5,161	)	$	(2,771	)	$	(7,932	)

Note ~~14.~~15. Commitments and Contingencies

Legal Proceedings

From time to time, we are party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business, some of which may not be covered by insurance. Upon resolution of any pending legal matters, we may incur charges in excess of presently established reserves. Our management does not believe that any such charges would, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.

In January 2021, we received a complaint that was filed by the administrator for the Senvion GmbH (Senvion) insolvency estate in German insolvency court. The complaint asserts voidance against us in the aggregate amount of $13.3 million. The alleged voidance claims relate to payments that Senvion made to us for wind blades that we produced prior to Senvion filing for insolvency protection. We filed a response to these alleged voidance claims in August 2021 and filed a supplemental response in April 2022. We believe we have meritorious defenses to the alleged voidance claims. Due to the ~~early stage~~current procedural posture of this claim, we have determined that the ultimate outcome cannot be reasonably estimated at this time.

Collective Bargaining Agreements

Certain of our associates in Türkiye and Matamoros, Mexico are covered by collective bargaining agreements. Our collective bargaining agreement with our associates in Türkiye was in effect through the end of 2022. We are in the process of negotiating an amendment to this agreement for 2023. We have separate collective bargaining agreements for each of our Matamoros, Mexico manufacturing facilities. We amended a collective bargaining agreement at one of our Matamoros, Mexico manufacturing facilities, and this collective bargaining agreement is in effect through March 2025. We have a collective bargaining agreement for our other facility in Matamoros, Mexico that we took over from Nordex, which was in effect through April 2023, and we are in the process of negotiating an amendment to this agreement.

1923

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note ~~15.~~16. Concentration of Customers

Net sales from certain customers (in thousands) in excess of 10 percent of our total consolidated net sales are as follows:


	Three Months Ended										Three Months Ended
	March 31,										March 31,
	2022					2021					2023					2022
Customer	Net sales		% of Total			Net sales		% of Total			Net sales		% of Total			Net sales		% of Total
Vestas	$	164,966		42.9	%	$	169,218		41.8	%	$	143,662		35.6	%	$	127,475		37.1	%
Nordex		117,293		30.5			76,543		18.9			139,009		34.4			114,466		33.3
GE		57,620		15.0			104,852		25.9			81,256		20.1			57,319		16.7

Trade accounts receivable from certain customers in excess of 10 percent of our total consolidated trade accounts receivable are as follows:


	March 31,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
Customer	% of Total			% of Total			% of Total			% of Total
Nordex		56.3	%		61.5	%		63.3	%		65.2	%
Vestas		17.8			10.7
Enercon		11.0			14.7			13.8			10.9

Note ~~16.~~17. Segment Reporting

Our operating segments are defined geographically into 5four geographic operating segments—(1) the U.S., (2) ~~Asia,~~Mexico, (3) ~~Mexico,~~Europe, the Middle East and Africa (EMEA) and (4) ~~EMEA and (5)~~ India. For a detailed discussion of our operating segments, refer to the discussion in Note ~~21,~~22, Segment Reporting, to the Notes to Consolidated Financial Statements within our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022.

Our U.S. and India segments operate in the U.S. ~~dollars.~~dollar. Our Mexico ~~and Asia segments operate~~segment operates in ~~their~~its local currency and ~~include~~includes a U.S. parent company that operates in the U.S. ~~dollars.~~dollar. Our EMEA segment operates in ~~Euros,~~the Euro, effective January 1, 2022. Prior to this, our EMEA segment operated in the Turkish Lira.

2024

TPI COMPOSITES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth certain information regarding each of our segments:


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022
	(in thousands)						(in thousands)
Net sales by segment:
U.S.	$	21,557		$	50,993		$	15,620		$	21,557
Asia		41,346			76,928
Mexico		130,396			116,752			154,640			130,396
EMEA		149,685			112,366			167,513			149,685
India		41,886			47,641			66,293			41,887
Total net sales	$	384,870		$	404,680		$	404,066		$	343,525

Net sales by geographic location (1):
Net sales by geographic location:
United States	$	21,557		$	50,993		$	15,620		$	21,557
China		41,346			76,928
Mexico		130,396			116,752			154,640			130,396
Turkey		149,685			112,366
Türkiye								167,118			149,466
Spain								395			219
India		41,886			47,641			66,293			41,887
Total net sales	$	384,870		$	404,680		$	404,066		$	343,525

Income (loss) from operations:
U.S. (2)	$	(6,534	)	$	(9,913	)
Asia		(6,109	)		2,709
Income (loss) from continuing operations:
U.S. (1)							$	(5,729	)	$	(8,002	)
Mexico		(23,704	)		(5,731	)		(21,701	)		(23,704	)
EMEA		23,617			9,788			15,668			23,617
India		(109	)		(60	)		3,765			(109	)
Total loss from operations	$	(12,839	)	$	(3,207	)
Total loss from continuing operations							$	(7,997	)	$	(8,198	)


	March 31,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
	(in thousands)				(in thousands)
Property, plant and equipment, net:
U.S.	$	24,293	$	25,522	$	22,370	$	23,076
Asia (China)		25,552		26,965
Mexico		67,663		71,208		53,190		56,495
EMEA (Turkey)		29,397		14,413
EMEA						26,380		27,005
India		31,752		31,470		29,147		30,265
Total property, plant and equipment, net	$	178,657	$	169,578	$	131,087	$	136,841

(1) ~~Net sales are attributable to countries based on the location where the product is manufactured or the services are performed.~~

~~(2)~~ The losses from operations in our U.S. segment includes corporate general and administrative costs of $~~7.9~~ ~~million and $8.9~~7.0 million for the three months ended March 31, ~~2022~~2023, and ~~2021, respectively.~~$7.9 million in the comparative prior year period.

2125

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q (Form 10-Q). Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Form 10-Q or in our previously filed Annual Report on Form 10-K for the year ended December 31, 2022, particularly those under the heading “Risk Factors.”

OVERVIEW

Our Company

We are the only independent manufacturer of composite wind blades for the wind energy market with a global manufacturing footprint. We deliver high-quality, cost-effective composite solutions through long term relationships with leading original equipment manufacturers (OEM) in the wind market. We also provide field service inspection and repair services to our OEM customers and wind farm owners and operators, and supply high strength, lightweight and durable composite products to the ~~transportation~~automotive market. We are headquartered in Scottsdale, Arizona and operate factories throughout the ~~U.S., China,~~United States, Mexico, ~~Turkey,~~Türkiye, and India. We operate additional engineering development centers in Denmark and Germany and a service facility in Spain.

Our business operations are defined geographically into ~~five~~four geographic operating segments—(1) the United States (U.S.), (2) ~~Asia,~~Mexico, (3) ~~Mexico, (4)~~ Europe, the Middle East and Africa (EMEA) and ~~(5)~~(4) India. See Note ~~16,~~17, Segment Reporting, to our condensed consolidated financial statements for more details about our operating segments.

As previously announced in December 2022, changing economic and geopolitical factors, including increased logistics costs and tariffs imposed on components of wind turbines from China, including wind blades, had an adverse impact on demand for our wind blades manufactured in our Chinese facilities. As a result, we ceased production at our Yangzhou, China manufacturing facility as of December 31, 2022 and are shutting down our business operations in China during 2023. Our business operations in China comprised the entirety of our historically reported Asia segment. Accordingly, the historical results of our Asia reporting segment have been presented as discontinued operations in our financial statements.

KEY TRENDS AND RECENT DEVELOPMENTS AFFECTING OUR BUSINESS

~~During~~Geopolitical events around the world have accelerated regional needs for energy independence and security. Climate change also continues to drive the need for renewable energy solutions and net-zero carbon emissions. Over the course of the past year, we have seen numerous government policy initiatives aimed at expanding the use of renewable energy. We expect these recent trends in governmental policy will enable long-term revenue growth in the wind industry.

Despite these favorable long term policy trends, we expect 2023 to be a transition year while the wind industry is awaiting formal implementation guidance related to key components of the IRA in the U.S. and clarity around more robust policies in the EU. These EU policies include the Green Deal Industrial Plan (Plan) that is expected to accelerate the expansion of renewable energy and green technologies, while building on previous initiatives such as the European Green Deal and REPowerEU. A key component of the Plan is the Net-Zero Industry Act to simplify regulations, speed up permits and promote cross-border projects to accelerate climate neutrality. As the majority of our blades are installed in the U.S. and the EU, these policy trends are expected to have a material impact on our business and the pace of long-term revenue growth.

In preparation for the expected long-term growth in the wind industry, we have entered into or agreed to enter into several recent arrangements with our customers that have extended or effectively extended a number of our supply agreements in Türkiye, India and Mexico, and we have agreed in principle to add two manufacturing lines in India. In addition, we have signed an agreement with GE Renewable Energy that enabled us to secure a ten-year lease extension of our manufacturing facility in Newton, Iowa.

The current geopolitical situation, and economic environment, including with respect to inflation, continue to evolve and affect supply chain performance and underlying assumptions in various ways – specifically with volatility in commodity, energy, and logistics costs. In 2023, we believe overall pricing for the raw materials that we source will be down compared to 2022. With our contract structure and shared cost approach with our customers, we expect to have a net benefit from this reduction in material pricing in 2023

compared to 2022. If the prices for these commodities, energy and logistics costs increase substantially, such elevated price levels could have a material impact on our results of operations.

Our results of operations for the three months ended March 31, 2023 and 2022 ~~there~~ have been ~~both price increases and supply constraints as compared to~~adversely impacted by the ~~same period in 2021, for key raw materials~~performance of our Matamoros, Mexico manufacturing facility that we ~~use~~took over from Nordex in July 2021. We experienced a loss from operations of $6.7 million and $5.0 million at this facility for the three months ended March 31, 2023 and 2022, respectively. The loss from operations for the three months ended March 31, 2023, was reduced by the impact of a positive cumulative catch-up adjustment of approximately $2.2 million as a result of a modification to ~~manufacture~~ our ~~products, as well as increases~~customer contract that resulted in ~~logistics~~changes in certain of our estimated total contract values and related costs to ~~obtain raw materials. Carbon fiber prices~~complete the performance obligations.

Ongoing inflationary pressures have caused and may continue to cause many of our material, labor, and other costs to increase, which can have adverse impacts on our results of operations. The governments of Mexico and Türkiye increased ~~primarily due~~minimum wages approximately 20% and 55%, respectively, effective January 1, 2023 and there may be further wage increases enacted throughout the year. While our customer contracts allow us to ~~the cost~~pass a portion of ~~raw material inputs as well as increased global demand for carbon fiber across multiple industries. We expect that the price of resin and carbon fiber~~these increases to our customers, we will ~~remain at elevated levels for the remainder of 2022 and into 2023. Approximately 60%~~not be able to recover 100% of the ~~resin and resin systems, and approximately 90% of carbon fiber we use is purchased under contracts either controlled or borne by two of~~wage inflation. If our ~~customers, and therefore~~manufacturing facilities in these customers receive/bear 100% of any decrease or increase in resin prices. With respect to our other customer supply agreements, our customers typically receive/bear 70% of any raw material price decreases or increases. If the supply of resin feedstocks and carbon fibercountries continue to ~~be constrained for an extended period of time,~~experience wage inflation at these levels and the increased costs in local currency are not offset with favorable foreign currency fluctuations, such ~~shortages could impact our ability to meet our customers’ forecasted demand for our products for the remainder of 2022 and 2023 and could~~elevated wages will have a material ~~adverse~~ impact on our results of ~~operations for the remainder of 2022 and 2023.~~operations.

Although all of our manufacturing facilities currently are operating without any COVID-19 impacts or restrictions, we may be required to reinstate temporary production suspensions or volume reductions at our manufacturing facilities to the extent there are new resurgences of COVID-19 cases in the regions where we operate orWe believe there is an ~~outbreak of positive COVID-19 cases~~increasing demand for composite products for electric vehicles and therefore, we have made significant investments to expand our automotive business during the last several years. From 2018 to 2022, we invested approximately $81 million in ~~any of~~ our ~~manufacturing facilities. However, our global supply chain was adversely affected by the COVID-19 pandemic~~automotive business, and experienced significant losses and operational challenges during this expansion. We expect to invest an additional $10 million to $15 million in ~~2021~~this business in 2023 and ~~our global supply chain may~~we expect to continue to ~~be adversely affected if~~operate at a loss for the COVID-19 pandemic persists. In addition, certain of our customers source the purchase of certain key raw materials and components, including resin and carbon. In 2021, these customers had challenges procuring adequate supplies of resin and carbon fiber, which had an adverse impact on our production volumes and results of operations and could adversely impact our business in 2022 if such challenges persist.

year. We ~~expect decreased demand~~continue to explore strategic alternatives for our ~~wind blades from our customers during the remainder of 2022~~automotive business and 2023. We believe this decrease in demand is due to the continued global renewable energy regulatory and policy uncertainty and the raw material and logistics cost increases mentioned above. We believe that uncertainty around potential legislation in the U.S. to extend the Production Tax Credit (PTC)remain focused on ~~a long-term basis is causing developers to delay project timelines in anticipation of being able to build projects at higher PTC levels if such extensions are implemented.~~

We are forecasting to incur a total of approximately $3.1 million of restructuring charges associated with our global footprint alignment and consolidation in 2022 relating to our China and North Americaimproving these operations.

~~Effective January 1, 2022,~~In March 2023 we issued convertible senior unsecured notes with an aggregate principal amount of $132.5 million due in 2028. The Notes bear interest at a rate of 5.25% per year. In connection with the functional currency for our operations in Turkey changed from Turkish Lira to Euros. The Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 830 (ASC 830), “Foreign Currency Matters,” requires a change in functional currency to be reported asissuance of the ~~date it is determined there has been a change, and it is generally accepted practice that~~Notes, we entered into capped call transactions to reduce or offset the ~~change is made at~~potential dilution to the ~~start~~Company's common stock upon the conversion of the ~~most recent period that approximates~~Notes and/or offset cash payments the ~~date~~Company is required to make in excess of the ~~change.~~

~~While the change~~principal amount of the ~~functional currency was based on a factual assessment,~~converted Notes. Our net proceeds from the ~~determination~~issuance of the ~~date~~Notes were $109.1, net of the ~~change required management’s judgement given~~$4.8 million in debt issuance costs and $18.6 million in cash used to purchase the ~~change over time in~~capped calls. We intend to use the ~~primary economic and business environment in which we operate.~~

~~Based on~~net proceeds from the ~~analysis~~issuance of the ~~Turkish domestic renewable energy demand through 2021~~Notes to fund eligible green projects designed to contribute to selected sustainable development goals as defined by the United Nations and ~~anticipated future demand, management concluded that Turkish domestic sales will not grow as previously envisioned and most~~for working capital, capital expenditures and/or other general corporate purposes, including the repayment of ~~the future growth will continue to be predominately export sales to the eurozone, which are primarily denominated in Euros. See Footnote 1,~~ ~~Significant Accounting Policies, for more details.~~

debt.

KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE

For a detailed discussion of our key financial measures and our key operating metrics, refer to the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Metrics Used By Management To Measure Performance” included in Part II, Item 7 of our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022.

KEY FINANCIAL MEASURES


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022
	(in thousands)						(in thousands)
Net sales	$	384,870		$	404,680		$	404,066		$	343,525
Net loss		(15,800	)		(1,797	)
Net loss from continuing operations								(15,146	)		(11,392	)
EBITDA (1)		(334	)		5,414			964			2,026
Adjusted EBITDA (1)		6,117			13,095			8,399			6,071
Capital expenditures(2)		5,516			18,786			3,275			5,516
Free cash flow ~~(1)~~(2)		(86,570	)		(12,046	)		(87,136	)		(86,570	)


	March 31,			December 31,
	2023			2022
	(in thousands)
Total debt - principal	$	195,058		$	61,173
Net cash (debt) (1)		(29,442	)		82,042

March 31,

December 31,

2022

2021

(in thousands)

Total debt

$
51,710

$
74,646

Net cash

79,183

167,519

(1)

See below for more information and a reconciliation of EBITDA, adjusted EBITDA, free cash flow and net cash (debt) to net loss from continuing operations attributable to common stockholders, net cash provided by (used in) operating activities and ~~cash and cash equivalents,~~total debt, net of debt issuance costs, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

23(2)

Capital expenditures and free cash flow include amounts from discontinued operations. Refer to Condensed Consolidated Statements of Cash Flows for more information.

The following tables reconcile our non-GAAP key financial measures to the most directly comparable GAAP measures:

EBITDA and adjusted EBITDA are reconciled as follows:


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022
	(in thousands)						(in thousands)
Net loss attributable to common stockholders	$	(29,932	)	$	(1,797	)	$	(37,300	)	$	(29,932	)
Net loss from discontinued operations								6,981			4,408
Net loss from continuing operations attributable to common stockholders								(30,319	)		(25,524	)
Preferred stock dividends and accretion		14,132			—			15,173			14,132
Net loss		(15,800	)		(1,797	)
Net loss from continuing operations								(15,146	)		(11,392	)
Adjustments:
Depreciation and amortization		11,753			11,609			9,722			9,767
Interest expense, net		769			2,704			2,528			707
Income tax provision (benefit)		2,944			(7,102	)
Income tax provision								3,860			2,944
EBITDA		(334	)		5,414			964			2,026
Share-based compensation expense		3,309			2,399			2,553			3,083
Foreign currency loss (income)		(210	)		3,727			1,214			(403	)
Loss on sale of assets and asset impairments		959			1,297			3,593			908
Restructuring charges, net		2,393			258			75			457
Adjusted EBITDA	$	6,117		$	13,095		$	8,399		$	6,071

Free cash flow is reconciled as follows:


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022
	(in thousands)						(in thousands)
Net cash provided by operating activities	$	(81,054	)	$	6,740
Net cash used in operating activities							$	(83,861	)	$	(81,054	)
Less capital expenditures		(5,516	)		(18,786	)		(3,275	)		(5,516	)
Free cash flow	$	(86,570	)	$	(12,046	)	$	(87,136	)	$	(86,570	)

Net cash (debt) is reconciled as follows:

March 31,

December 31,

2022

2021

(in thousands)

Cash and cash equivalents

$
130,893

$
242,165

Less total debt

(51,710
)

(74,646
)
Net cash

$
79,183

$
167,519


	March 31,			December 31,
	2023			2022
	(in thousands)
Cash and cash equivalents	$	164,231		$	133,546
Cash and cash equivalents of discontinued operations		1,385			9,669
Less total debt - principal		(195,058	)		(61,173	)
Net cash (debt)	$	(29,442	)	$	82,042

KEY OPERATING METRICS


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022
Sets		602			814			655			547
Estimated megawatts		2,644			3,072			2,948			2,390
Utilization		65	%		77	%		84	%		71	%
Dedicated manufacturing lines		43			50			37			36
Manufacturing lines installed		43			52			37			36

RESULTS OF OPERATIONS

The following table summarizes our operating results as a percentage of net sales for the three months ended March 31, ~~2022 and 2021~~2023 that have been derived from our condensed consolidated statements of operations:

Three Months Ended

March 31,

2022

2021

Net sales

100
%

100
%
Cost of sales

96.4

94.7

Startup and transition costs

4.0

3.5

Total cost of goods sold

100.4

98.2

Gross profit (loss)

(0.4
)

1.8

General and administrative expenses

2.0

2.2

Loss on sale of assets and asset impairments

0.3

0.3

Restructuring charges, net

0.6

0.1

Loss from operations

(3.3
)

(0.8
)
Total other expense

0.0

(1.4
)
Loss before income taxes

(3.3
)

(2.2
)
Income tax benefit (provision)

(0.8
)

1.8

Net loss

(4.1
%)

(0.4
%)


	Three Months Ended
	March 31,
	2023			2022
Net sales		100.0	%		100.0	%
Cost of sales		98.8			96.8
Startup and transition costs		0.5			2.9
Total cost of goods sold		99.3			99.7
Gross profit		0.7			0.3
General and administrative expenses		1.7			2.3
Loss on sale of assets and asset impairments		0.9			0.3
Restructuring charges, net		0.0			0.1
Loss from continuing operations		(1.9	)		(2.4	)
Total other expense		(0.8	)		0.0
Loss before income taxes		(2.7	)		(2.4	)
Income tax provision		(1.0	)		(0.9	)
Net loss from continuing operations		(3.7	)		(3.3	)
Preferred stock dividends and accretion		(3.8	)		(4.1	)
Net loss attributable to common stockholders from continuing operations		(7.5	)		(7.4	)
Net loss from discontinued operations		(1.7	)		(1.3	)
Net loss attributable to common stockholders		(9.2	)%		(8.7	)%

Net sales

Consolidated discussion

The following table summarizes our net sales by product/service for the three months ended March 31, ~~2022 and 2021:~~2023:

Three Months Ended

March 31,

Change

2022

2021

$

%

(in thousands)

Wind blade sales

$
354,581

$
379,179

$
(24,598
)

(6.5
)%
Precision molding and
assembly systems sales

4,006

8,927

(4,921
)

(55.1
)
Transportation sales

12,857

8,131

4,726

58.1

Field service, inspection and
repair services sales

9,850

4,315

5,535

128.3

Other sales

3,576

4,128

(552
)

(13.4
)
Total net sales

$
384,870

$
404,680

$
(19,810
)

(4.9
)%


	Three Months Ended
	March 31,				Change
	2023		2022		$			%
	(in thousands)
Wind blade, tooling and other wind related sales	$	387,592	$	321,786	$	65,806			20.5	%
Automotive sales		10,261		12,857		(2,596	)		(20.2	)
Field service, inspection and repair services sales		6,213		8,882		(2,669	)		(30.0	)
Total net sales	$	404,066	$	343,525	$	60,541			17.6	%

The ~~decrease~~increase in net sales of wind blades, tooling and other wind related sales during the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022 was primarily ~~driven by~~due to a ~~26% decrease~~20% increase in the number of wind blades produced ~~due to a reduction in manufacturing lines~~ and ~~transitions of existing lines and currency fluctuations, which were partially offset by a~~ higher average sales ~~price~~prices due to the mix of wind blade models ~~produced. Net~~produced and the impact of inflation on wind blade prices, partially offset by foreign currency fluctuations. The decrease in automotive sales ~~from the manufacturing of precision molding and assembly systems decreased during the three months ended March 31, 2022, as compared to the same period in 2021~~was primarily due to a decrease in ~~volume. Additionally, there was~~the number of composite bus bodies produced and a decrease in sales of other automotive products, partially offset by an increase in ~~our~~fees associated with minimum volume

commitments. The decrease in field service, inspection and repair ~~service sales during~~services was primarily due to a reduction in technicians deployed to revenue generating projects due to a combination of inclement weather, the ~~three months ended March 31,~~completion of a large customer campaign in 2022, ~~as compared to the same period in 2021, due to~~and an increase in ~~demand for such services. Transportation sales increased during the three months ended March 31, 2022, as compared to the same period in 2021, due to an increase in volume of transportation products.~~time spent on non-revenue generating inspection and rework. The fluctuating U.S. dollar against the Euro in our ~~operations in Turkey and the Chinese Renminbi in our China~~Türkiye operations had an unfavorable impact of ~~2.2%~~1.9% on consolidated net sales for the three months ended March 31, ~~2022,~~2023 as compared to ~~the 2021 period.~~

2022.

Segment discussion

The following table summarizes our net sales by our ~~five~~four geographic operating segments for the three months ended March 31, ~~2022 and 2021:~~2023:


	Three Months Ended										Three Months Ended
	March 31,				Change						March 31,				Change
	2022		2021		$			%			2023		2022		$			%
	(in thousands)										(in thousands)
U.S.	$	21,557	$	50,993	$	(29,436	)		(57.7	)%	$	15,620	$	21,557	$	(5,937	)		(27.5	)%
Asia		41,346		76,928		(35,582	)		(46.3	)
Mexico		130,396		116,752		13,644			11.7			154,640		130,396		24,244			18.6
EMEA		149,685		112,366		37,319			33.2			167,513		149,685		17,828			11.9
India		41,886		47,641		(5,755	)		(12.1	)		66,293		41,887		24,406			58.3
Total net sales	$	384,870	$	404,680	$	(19,810	)		(4.9	)%	$	404,066	$	343,525	$	60,541			17.6	%

U.S. Segment

The following table summarizes our net sales by product/service for the U.S. segment for the three months ended March 31, ~~2022 and 2021:~~2023:

Three Months Ended

March 31,

Change

2022

2021

$

%

(in thousands)

Wind blade sales

$
—

$
39,627

$
(39,627
)

NM

Transportation sales

12,857

8,131

4,726

58.1
%
Field service, inspection and
repair services sales

8,601

2,994

5,607

187.3

Other sales

99

241

(142
)

(58.9
)
Total net sales

$
21,557

$
50,993

$
(29,436
)

(57.7
)%


	Three Months Ended
	March 31,				Change
	2023		2022		$			%
	(in thousands)
Wind blade, tooling and other wind related sales	$	—	$	99	$	(99	)	NM
Automotive sales		10,261		12,857		(2,596	)		(20.2	)
Field service, inspection and repair services sales		5,359		8,601		(3,242	)		(37.7	)
Total net sales	$	15,620	$	21,557	$	(5,937	)		(27.5	)%

NM - not meaningful

The decrease in the U.S. segment’s ~~net~~automotive sales ~~of wind blades during~~for the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022 was primarily due to a decrease in the ~~shutdown~~number of ~~production at~~composite bus bodies produced and a decrease in sales of other automotive products, partially offset by an increase in fees associated with minimum volume commitments related to one of our ~~Newton, Iowa manufacturing facility at the end of the fourth quarter of 2021.~~supply agreements. The ~~increase~~decrease in the U.S. segment's field service, inspection and repair services sales was primarily due to ~~increases~~a reduction in ~~overall volume and demand for such services during the three months ended March 31, 2022, as compared~~technicians deployed to ~~the same period in 2021. Transportation sales increased during the three months ended March 31, 2022, as compared to the same period in 2021,~~revenue generating projects due to a combination of inclement weather, the completion of a large customer campaign in 2022, and an increase in ~~volume of transportation products.~~

~~Asia Segment~~

~~The following table summarizes our net sales by product/service for the Asia segment for the three months ended March 31, 2022~~time spent on non-revenue generating inspection and ~~2021:~~

Three Months Ended

March 31,

Change

2022

2021

$

%

(in thousands)

Wind blade sales

$
36,399

$
72,503

$
(36,104
)

(49.8
)%
Precision molding and
assembly systems sales

3,859

3,964

(105
)

(2.6
)
Field service, inspection and
repair services sales

968

308

660

NM

Other sales

120

153

(33
)

(21.6
)
Total net sales

$
41,346

$
76,928

$
(35,582
)

(46.3
)%

The decrease in the Asia segment’s net sales of wind blades during the three months ended March 31, 2022, as compared to the same period in 2021, was primarily due to a 70% decrease in the number of wind blades produced, due to a ~~reduction of contracted manufacturing lines in China and the startup of additional lines in 2022. The net sales decrease during the three months ended~~

~~March 31, 2022 was partially offset by an increase in the average sales price of wind blades due to a change in the mix of wind blades produced in the two comparative periods.~~rework.

Mexico Segment

The following table summarizes our net sales by product/service for the Mexico segment for the three months ended March 31, ~~2022 and 2021:~~2023:

Three Months Ended

March 31,

Change

2022

2021

$

%

(in thousands)

Wind blade sales

$
129,606

$
108,442

$
21,164

19.5
%
Precision molding and
assembly systems sales

147

4,963

(4,816
)

(97.0
)
Other sales

643

3,347

(2,704
)

(80.8
)
Total net sales

$
130,396

$
116,752

$
13,644

11.7
%


	Three Months Ended
	March 31,				Change
	2023		2022		$		%
	(in thousands)
Wind blade, tooling and other wind related sales	$	154,462	$	130,396	$	24,066		18.5	%
Field service, inspection and repair services sales		178		—		178	NM
Total net sales	$	154,640	$	130,396	$	24,244		18.6	%

The increase in the Mexico segment’s net sales of wind blades, ~~during~~tooling and other wind related sales for the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021, is~~2022 was primarily due ~~to the commencement of production at our second manufacturing facility in Matamoros, Mexico that we took over from Nordex in July 2021, and also reflects~~ an 11% increase in the number of wind blades produced and

higher average sales ~~price~~prices of wind blades due to the mix of wind blades models produced and the impact of inflation in ~~the two comparative periods. The increase in net sales of~~ wind ~~blades was partially offset by the stop of production in one of our Juarez, Mexico facilities at the end of the fourth quarter of 2021.~~blade prices.

EMEA Segment

The following table summarizes our net sales by product/service for the EMEA segment for the three months ended March 31, ~~2022 and 2021:~~2023:

Three Months Ended

March 31,

Change

2022

2021

$

%

(in thousands)

Wind blade sales

$
146,849

$
111,027

$
35,822

32.3
%
Field service, inspection and
repair services sales

281

1,013

(732
)

(72.3
)
Other sales

2,555

326

2,229

NM

Total net sales

$
149,685

$
112,366

$
37,319

33.2
%


	Three Months Ended
	March 31,				Change
	2023		2022		$		%
	(in thousands)
Wind blade, tooling and other wind related sales	$	166,837	$	149,404	$	17,433		11.7	%
Field service, inspection and repair services sales		676		281		395		140.6
Total net sales	$	167,513	$	149,685	$	17,828		11.9	%

The increase in the EMEA segment’s net sales of wind blades, ~~during~~tooling and other wind related sales for the three months ended March 31, ~~2022,~~2023 as compared to the same ~~periods~~period in ~~2021,~~2022 was primarily ~~driven by~~due to a ~~23% increase in wind blade production at our two Turkey plants, as well as an~~12% increase in the ~~average sales price~~number of wind blades produced inand higher average sales prices due to the ~~two comparative periods. These net sales increases were~~impact of inflation on wind blade prices, partially offset by foreign currency fluctuations. The fluctuating U.S. dollar relative to the Euro had an unfavorable impact of ~~5.6%~~4.6% on net sales during the three months ended March 31, ~~2022,~~2023 as compared to the ~~2021 period.~~same period in 2022.

India Segment

The following table summarizes our net sales by product/service for the India segment for the three months ended March 31, ~~2022 and 2021:~~2023:

Three Months Ended

March 31,

Change

2022

2021

$

%

(in thousands)

Wind blade sales

$
41,727

$
47,580

$
(5,853
)

(12.3
)%
Other sales

159

61

98

160.7

Total net sales

$
41,886

$
47,641

$
(5,755
)

(12.1
)%


	Three Months Ended
	March 31,				Change
	2023		2022		$		%
	(in thousands)
Wind blade, tooling and other wind related sales	$	66,293	$	41,887	$	24,406		58.3	%

The ~~decrease~~increase in the India segment’s net sales of wind blades, tooling and other wind related sales during the three months ended March 31, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022 was primarily ~~driven by a 26% decrease~~due to an increase in the number of wind ~~blade~~blades produced, as in the prior comparative period we were still ramping up production ~~for the period and~~due to the transition of two ~~of our~~

manufacturing lines from one type of wind blade to a new type of wind blade during the first quarter of 2022. The decrease in net sales of wind blades was partially offset by an increase in the average sales price of wind blades in the two comparative periods.lines.

Total cost of goods sold

The following table summarizes our total cost of goods sold for the three months ended March 31, ~~2022 and 2021:~~2023:


	Three Months Ended												Three Months Ended
	March 31,						Change						March 31,						Change
	2022			2021			$			%			2023			2022			$			%
	(in thousands)												(in thousands)
Cost of sales	$	370,954		$	383,056		$	(12,102	)		(3.2	)%	$	399,381		$	332,421		$	66,960			20.1	%
Startup costs		5,467			4,552			915			20.1			—			—			—		NM
Transition costs		10,076			9,802			274			2.8			1,980			10,077			(8,097	)		(80.4	)
Total startup and transition costs		15,543			14,354			1,189			8.3			1,980			10,077			(8,097	)		(80.4	)
Total cost of goods sold	$	386,497		$	397,410		$	(10,913	)		(2.7	)	$	401,361		$	342,498		$	58,863			17.2
% of net sales		100.4	%		98.2	%					2.2	%		99.3	%		99.7	%					(0.4	)%

Total cost of goods sold as a percentage of net sales ~~increased by approximately two percentage points~~remained relatively flat during the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022, driven primarily ~~driven~~ by ~~an increase in direct material~~net favorable currency fluctuations, reduced startup and transition costs, and ~~foreign currency fluctuations.~~operational efficiencies, offset by increased labor costs in Türkiye and Mexico as a result of wage increases, and continued operating challenges at facilities in Matamoros, Mexico. The fluctuating U.S. dollar against the Euro, ~~Chinese Renminbi~~Turkish Lira and Mexican Peso had ~~an unfavorable~~a combined favorable impact of ~~2.8%~~2.7% on consolidated cost of goods sold for the three months ended March 31, ~~2022~~2023 as compared to ~~the 2021 period. Included in the cost of sales for the three months ended March~~ 2022.

31 2022, is approximately $7.1 million in non-restructuring related operating costs that were associated with certain manufacturing facilities in Newton, Iowa; Dafeng, China; and Juarez, Mexico, where production has stopped.

General and administrative expenses

The following table summarizes our general and administrative expenses for the three months ended March 31, ~~2022 and 2021:~~2023:


	Three Months Ended										Three Months Ended
	March 31,				Change						March 31,						Change
	2022		2021		$			%			2023			2022			$			%
	(in thousands)										(in thousands)
General and administrative expenses	$	7,860	$	8,922	$	(1,062	)		(11.9	)%	$	7,034		$	7,860		$	(826	)		(10.5	)%
% of net sales		2.0		2.2					(0.2	)		1.7	%		2.3	%					(0.6	)%

~~The decrease in general~~General and administrative expenses as a percentage of net sales for the three months ended March 31, ~~2022,~~2023 remained relatively consistent as compared to the same ~~period~~periods in ~~2021, was primarily driven by reduced compensation costs, consulting costs, supplies and our overall continued focus on reducing costs.~~2022.

~~Restructuring costs, net~~Loss on sale of assets and asset impairments

The following table summarizes our loss on sale of assets and asset impairments for the three months ended March 31, ~~2022 and 2021:~~2023:


	Three Months Ended								Three Months Ended
	March 31,				Change				March 31,						Change
	2022		2021		$		%		2023			2022			$		%
	(in thousands)								(in thousands)
Restructuring charges, net	$	2,393	$	258	$	2,135	NM
Loss on sale of receivables									$	3,564		$	956		$	2,608	NM
Loss (gain) on sale of other assets										29			(48	)		77		160.4
Total loss on sale of assets and asset impairments									$	3,593		$	908		$	2,685	NM
% of net sales		0.6		0.1				0.5		0.9	%		0.3	%				0.6	%

The increase in loss on sale of assets and asset impairments for the three months ended March 31, 2023, as compared to the same period in 2022, was primarily due to an increase in the volume of receivables sold through our accounts receivable financing arrangements with certain of our customers, and an increase in the agreed-upon discount rates.

Restructuring charges, net

The following table summarizes our restructuring ~~costs,~~charges, net for the three months ended March 31, ~~2022,~~2023:


	Three Months Ended
	March 31,						Change
	2023			2022			$			%
	(in thousands)
Restructuring charges, net	$	75		$	457		$	(382	)		(83.6	)%
% of net sales		0.0	%		0.1	%					(0.1	)%

Restructuring charges, net as a percentage of net sales for the three months ended March 31, 2023 remained relatively consistent as compared to the same period in 2021, was associated with the optimization of our global footprint, comprised of $1.9 million of severance benefits to terminated employees primarily as a result of the closure of our Newton, Iowa; Dafeng, China and Taicang, China manufacturing facilities.2022.

2832

Income (loss) from operations

Segment discussion

The following table summarizes our income (loss) from operations by our ~~five~~four geographic operating segments for the three months ended March 31, ~~2022 and 2021:~~2023:


	Three Months Ended												Three Months Ended
	March 31,						Change						March 31,						Change
	2022			2021			$			%			2023			2022			$			%
	(in thousands)												(in thousands)
U.S.	$	(6,534	)	$	(9,913	)	$	3,379			34.1	%	$	(5,729	)	$	(8,002	)	$	2,273			28.4	%
Asia		(6,109	)		2,709			(8,818	)	NM
Mexico		(23,704	)		(5,731	)		(17,973	)	NM				(21,701	)		(23,704	)		2,003			8.5
EMEA		23,617			9,788			13,829			141.3			15,668			23,617			(7,949	)		(33.7	)
India		(109	)		(60	)		(49	)	NM				3,765			(109	)		3,874		NM
Total loss from operations	$	(12,839	)	$	(3,207	)	$	(9,632	)	NM
Total loss from continuing operations													$	(7,997	)	$	(8,198	)	$	201			2.5
% of net sales		-3.3	%		-0.8	%					(2.5	)%		-2.0	%		-2.4	%					17.1	%

U.S. Segment

The ~~increase~~decrease in the loss from operations in the U.S. segment for the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022 was primarily due to ~~the~~a decrease in ~~wind blade volume due to the shutdown of production~~non-restructuring related operating costs at our manufacturing facility in Newton, Iowa ~~manufacturing facility.~~

~~Asia Segment~~

~~The~~where production stopped, partially offset by increased material and labor costs for our automotive products and a decrease in the ~~income from operations in the Asia segment for the three months ended March 31, 2022, as compared to the same period in 2021, was primarily due to the decrease in the net sales~~volume of ~~wind blades, restructuring charges incurred at our Taicang City~~field service, inspection and Dafeng manufacturing facilities and foreign currency fluctuations. The fluctuating U.S. dollar against the Chinese Renminbi had an unfavorable impact of 1.1% on cost of goods sold for the three months ended March 31, 2022, respectively, as compared to the 2021 period.repair services.

Mexico Segment

The ~~increase~~decrease in ~~the~~ loss from operations in the Mexico segment for the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022, was primarily due to ~~direct material~~an increase in the volume of wind blades produced, a change in the mix of wind blade models produced and reduced startup and transition costs, ~~related to the Matamoros, Mexico facility that we took over from Nordex in July 2021, and a decrease in wind blade volume,~~ partially offset by ~~an increase~~increased labor costs, increased production costs due to a change in ~~the average sales price of wind blades as compared to the 2021 period.~~a customer’s inspection criteria requirements and continued challenges at our facilities in Matamoros, Mexico. The fluctuating U.S. dollar relative to the Mexican Peso had ~~a favorable~~an unfavorable impact of ~~0.2%~~1.4% on cost of goods sold for the three months ended March 31, ~~2022, respectively,~~2023 as compared to the ~~2021 period.~~same period in 2022.

EMEA Segment

The ~~increase~~decrease in ~~the~~ income from operations in the EMEA segment for the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022, was primarily ~~driven~~due to inflation impacting operating costs that we were not able to pass on to our customers. The impact of inflation on operating costs was partially offset by ~~increased wind blade production at our two Turkey manufacturing facilities,~~ an increase in ~~the average sales price of~~ wind ~~blades produced and~~blade prices, a decrease in startup and transition costs ~~partially offset by an increase in direct material costs as compared to the 2021 period.~~and foreign currency fluctuations. The fluctuating U.S. dollar relative to the Turkish Lira and Euro had ~~an unfavorable~~a favorable impact of ~~8.5%~~9.1% on cost of goods sold for the three months ended March 31, ~~2022, respectively,~~2023 as compared to the ~~2021 period.~~same period in 2022.

India Segment

The increase in ~~the loss~~income from operations in the India segment for the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022 was primarily ~~driven by a decrease in volume~~ due to ~~the transition of two of our manufacturing lines from one type of~~an increase in wind blade ~~to a new type of wind blade and the continued expansion of~~production at our India manufacturing facility ~~resulting~~and operational efficiencies as the facility was ramping up production in ~~an increase in manufacturing overhead costs. The increase in net loss was partially offset by an increase in the average sales price of wind blades.~~

2022.

Other income (expense)

The following table summarizes our total other income (expense) for the three months ended March 31, ~~2022 and 2021:~~2023:


	Three Months Ended												Three Months Ended
	March 31,						Change						March 31,						Change
	2022			2021			$			%			2023			2022			$			%
	(in thousands)												(in thousands)
Interest expense, net	$	(769	)	$	(2,704	)	$	1,935			71.6	%	$	(2,528	)	$	(707	)	$	(1,821	)	NM
Foreign currency income (loss)		210			(3,727	)		3,937			105.6			(1,214	)		403			(1,617	)	NM
Miscellaneous income		542			739			(197	)		(26.7	)		453			54			399		NM
Total other income (expense)	$	(17	)	$	(5,692	)	$	5,675			99.7	%	$	(3,289	)	$	(250	)	$	(3,039	)	NM

NM - not meaningful

The ~~decrease~~increase in ~~the~~ total other expense for the three months ended March 31, ~~2022,~~2023 as compared to the same period in ~~2021,~~2022 was primarily due to ~~a decrease~~an increase in ~~the foreign currency loss~~interest expense, net due to the ~~change in functional~~issuance of $132.5 million of convertible senior unsecured notes and foreign currency ~~at our Turkey subsidiaries from the Turkish Lira to the Euro, as well as a decrease in interest expense due to the repayment of the outstanding senior revolving credit facility in the prior year.~~fluctuations.

Income taxes

The following table summarizes our income taxes for the three months ended March 31, ~~2022 and 2021:~~2023:


	Three Months Ended												Three Months Ended
	March 31,						Change						March 31,						Change
	2022			2021			$			%			2023			2022			$			%
	(in thousands)												(in thousands)
Income tax benefit (provision)	$	(2,944	)	$	7,102		$	(10,046	)		(141.5	)%
Income tax provision													$	(3,860	)	$	(2,944	)	$	(916	)		(31.1	)%
Effective tax rate		-22.9	%		79.8	%								-34.2	%		-34.8	%

See Note ~~11,~~12, Income Taxes, to our condensed consolidated financial statements for more details about our income taxes for the three months ended March 31, ~~2022.~~2023.

Net loss from continuing operations

The following table summarizes our net loss from continuing operations for the three months ended March 31, 2023:


	Three Months Ended
	March 31,						Change
	2023			2022			$			%
	(in thousands)
Net loss from continuing operations	$	(15,146	)	$	(11,392	)	$	(3,754	)		(33.0	)%

The increase in the net loss from continuing operations for the three months ended March 31, 2023 as compared to the same period in 2022 was primarily due to the reasons set forth above.

Net loss from discontinued operations

The following table summarizes our net loss from discontinued operations for the three months ended March 31, 2023:


	Three Months Ended
	March 31,						Change
	2023			2022			$			%
	(in thousands)
Net loss from discontinued operations	$	(6,981	)	$	(4,408	)	$	(2,573	)		(58.4	)%

The increase in net loss from discontinued operations for the three months ended March 31, 2023 as compared to the same period in 2022 was primarily due to an increase in the loss on sale of assets and other non-restructuring related operating costs associated with our Yangzhou, China facility which ceased production at the end of 2022.

LIQUIDITY AND CAPITAL RESOURCES

Our primary needs for liquidity have been, and in the future will continue to be, capital expenditures, purchases of raw materials, new facility startup costs, costs related to our Matamoros, Mexico manufacturing facility that we took over from Nordex in July 2021, the impact of transitions, ~~raw materials purchases,~~ working capital, debt service costs, dividend payments to Series A Preferred Stockholders, warranty costs and restructuring costs associated with the optimization of our global footprint. Our capital expenditures have been primarily related to machinery and equipment ~~at our~~for new facilities ~~and expansion and improvements at our existing facilities.~~or facility expansions. Historically, we have funded our working capital needs through cash flows from operations, the proceeds received from our credit facilities and from proceeds received from the issuance of stock.

In March 2023, we issued and sold an aggregate of $132.5 million principal amount of 5.25% convertible senior unsecured notes due in 2028, the full amount of which is outstanding as of March 31, 2023. The net proceeds from the issuance of the Notes was $109.1 million, net of $4.8 million in debt issuance costs and $18.6 million in cash used to purchase the capped call transactions discussed

further in Note 7, Debt. The Notes mature on March 15, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The requirements were not satisfied as of March 31, 2023 and as a result, the Notes will not be eligible for optional conversion during the second quarter of 2023. We intend to use the net proceeds from the issuance of the Notes for working capital, capital expenditures, and/or general corporate purposes, including the repayment of debt. We intend to allocate an amount equal to the net proceeds from this issuance to finance or refinance, in whole or in part, projects that support the transition to a low-carbon economy, especially those that support the generation of renewable energy and the electrification of transport (the eligible green projects).

We had net proceeds under all of our various financing arrangements of $110.3 million for the three months ended March 31, 2023 as compared to net repayments under our financing arrangements of $22.9 million ~~for the three months ended March 31, 2022 as compared to net proceeds under our financing arrangements of $17.3 million~~ in the comparable period of ~~2021.~~2022, primarily due to the issuance of the Notes. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we had ~~$51.7~~$190.3 million and ~~$74.6~~$61.2 million in outstanding indebtedness, net of issuance costs, respectively. As of March 31, ~~2022,~~2023, we had an aggregate of ~~$107.5~~$68.7 million of remaining capacity for cash and non-cash financing, including ~~$84.3~~$63.7 million of remaining availability for cash borrowing under our various credit facilities. ~~In addition, we also may elect, at our option through November 2023, to require the holders~~Working capital requirements have increased as a result of our ~~Series A Preferred Stock~~overall growth and the need to ~~purchase an additional $50.0 million of Series A Preferred Stock on the same terms~~fund higher accounts receivable and ~~conditions~~inventory levels as ~~the initial issuance of the Series A Preferred Stock.~~our business volumes have increased. Based upon current and anticipated levels of operations, we believe that cash on hand, available credit facilities, ~~and~~ cash ~~flows~~flow from operations and our option to issue additional Series A Preferred Stock will be adequate to fund our working capital and capital expenditure requirements and to make required payments of principal and interest on our indebtedness over the next twelve months.

We anticipate that any new facilities and future facility expansions will be funded through cash flows from operations, the incurrence of other indebtedness and other potential sources of liquidity. The Certificate of Designations for the Series A Preferred Stock contains certain covenants and consent rights including, but not limited to, obtaining approval from the Series A Preferred Stockholders to incur indebtedness above $80.0 million, a cash on hand balance requirement of $50.0 million in the U.S., an individual limit of $10.0 million for any single capital expenditure project, an annual total capital expenditure limit of $30.0 million, and compliance with a fixed charge coverage ratio target effective December 2023. The Series A Preferred Stockholders agreed to waive compliance with all covenants under the Certificate of Designations with respect to the Company’s sale and issuance of the Notes and the Company’s planned capital expenditures and incurrence of additional indebtedness of up to $17.0 million to acquire wind turbines that will provide renewable energy for our manufacturing facilities in Türkiye.

At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we had unrestricted cash, cash equivalents and short-term investments totaling ~~$130.9~~$164.2 million and ~~$242.2~~$133.6 million, respectively. The March 31, ~~2022~~2023 balance includes ~~$18.3~~$17.8 million of cash located outside of the United States, including ~~$10.6~~$13.9 million in ~~China, $3.0 million in Turkey, $2.4~~Türkiye, $1.8 million in India, ~~$1.8~~$1.0 million in Mexico and ~~$0.5~~$1.1 million in other countries. In addition to these amounts, at March 31, 2023 we had $1.4 million of unrestricted cash and cash equivalents related to our discontinued operations. At December 31, 2022, we had unrestricted cash and cash equivalents related to our discontinued operations of $9.7 million, all located outside of the U.S.

Our ability to repatriate funds from China related to our discontinued operations to the U.S. is subject to a number of restrictions imposed by the Chinese government. We repatriate funds through several technology license and corporate/administrative service agreements. We are compensated quarterly based on agreed upon royalty rates for such intellectual property licenses and quarterly fees for those services. Certain of our subsidiaries are limited in their ability to declare dividends without first meeting statutory restrictions of China, including retained earnings as determined under Chinese-statutory accounting requirements. Until 50% ($~~26.7 million as of March 31, 2022 and December 31, 2021)~~16.1 million) of registered capital is contributed to a surplus reserve, our China discontinued operations can only pay dividends equal to 90% of after-tax profits (10% must be contributed to the surplus reserve). Once the surplus reserve fund requirement is met, our China discontinued operations can pay dividends equal to 100% of after-tax profit assuming other conditions are met. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the amount of the surplus reserve fund was ~~$10.0 million. In July 2021,~~$1.5 million for both respective periods. We plan to shut down our business operations in China ~~paid a dividend~~in the next 12 months. After all assets and liabilities related to our discontinued operations have been disposed of ~~approximately $19.5 million, net of withholding taxes,~~and/or sold, and after all legal and Chinese-statutory requirements have been met, our subsidiaries in China may distribute any remaining shareholders’ equity, including retained earnings, to our subsidiary in Switzerland.

Financing Facilities

Our total principal amount of debt outstanding as of March 31, ~~2022~~2023 was ~~$51.7~~$195.1 million, including our convertible senior notes, secured and unsecured financing, working capital and term loan agreements and equipment finance leases. See Note 6,7, ~~Long-Term~~ Debt ~~Net of Current Maturities~~, to our condensed consolidated financial statements for more details on our debt balances.

Cash Flow Discussion

The following table summarizes our key cash flow activity for the three months ended March 31, ~~2022~~2023 and ~~2021:~~2022:


	Three Months Ended									Three Months Ended
	March 31,									March 31,
	2022			2021			$ Change			2023			2022			$ Change
	(in thousands)									(in thousands)
Net cash provided by (used in) operating activities	$	(81,054	)	$	6,740		$	(87,794	)
Net cash used in operating activities										$	(83,861	)	$	(81,054	)	$	(2,807	)
Net cash used in investing activities		(5,516	)		(18,786	)		13,270			(3,275	)		(5,516	)		2,241
Net cash provided by (used in) financing activities		(23,279	)		18,471			(41,750	)		107,746			(23,279	)		131,025
Impact of foreign exchange rates on cash, cash equivalents and restricted cash		(1,607	)		(49	)		(1,558	)		730			(1,607	)		2,337
Net change in cash, cash equivalents and restricted cash	$	(111,456	)	$	6,376		$	(117,832	)	$	21,340		$	(111,456	)	$	132,796

Operating Cash Flows

Net cash ~~provided by~~used in operating activities ~~decreased~~increased by ~~$87.8~~$2.8 million for the three months ended March 31, ~~2022,~~2023, as compared to the same period in ~~2021, primarily~~2022, as a result of ~~an increase in our operating loss,~~China restructuring activities and working capital fluctuations, partially offset by an increase in accounts receivable ~~due to delayed payments from a customer, and a decrease~~ in ~~accounts payable. In addition,~~ the ~~decrease~~prior comparative period. The $83.9 million cash used in ~~net cash provided by~~ operating activities ~~for~~during the three months ended March 31, ~~2022, as compared~~2023 was related to approximately $37.6 million in payments for outstanding payables, severance, and other restructuring activities associated with the ~~same period~~shutdown of our China operations, a $35.4 million increase in ~~2021, is~~gross contract assets due to an increase in ~~contract assets, which was~~unbilled wind blade production and timing of advance payments and working capital fluctuations. In addition, during the ~~result~~first quarter of ~~increased procurement~~2023, we made an $8.1 million payment related to our annual cash bonus program and an advance payment of ~~customer specific materials~~approximately $6.3 million to acquire wind turbines that will provide renewable energy for our manufacturing facilities in ~~order to minimize the risk of potential production disruptions that may occur give the recent COVID-19 impacts in China and geopolitical uncertainties with the ongoing Russia and Ukraine war.~~Türkiye.

Investing Cash Flows

Net cash used in investing activities decreased by ~~$13.3~~$2.2 million for the three months ended March 31, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, as a result of a decrease in capital expenditures.

We ~~anticipate fiscal year 2022~~are revising our 2023 capital expenditures guidance from $25 million to a range of ~~approximately $30~~$40 million to $45 million. The increase in expected capital expenditures is driven by a project to acquire wind turbines that will provide renewable energy for our manufacturing facilities in Türkiye that will have a positive long-term impact on reducing our operating costs, and ~~we estimate that the cost that we will incur after March 31, 2022~~incremental capital needed to ~~complete~~startup our ~~current projects~~two open manufacturing lines in ~~process will be approximately $6.9 million.~~India. We have used, and will continue to use, cash flows from operations, the proceeds received from our credit facilities and the proceeds received from the issuance of stock and convertible senior notes for ~~major projects currently being undertaken, which include the expansion of our manufacturing facility in Chennai, India and~~ the continued investment in our existing ~~Tukey, Mexico, China and U.S.~~manufacturing facilities.

Financing Cash Flows

Net cash provided by financing activities ~~decreased~~increased by ~~$41.8~~$131.0 million for the three months ended March 31, ~~2022,~~2023, as compared to the same period in ~~2021,~~2022, primarily as a result of ~~increased repayments~~the proceeds from the issuance of ~~outstanding borrowings.~~the Notes.

We are not presently involved in any off-balance sheet arrangements, including transactions with unconsolidated special-purpose or other entities that would materially affect our financial position, results of operations, liquidity or capital resources, other than our accounts receivable assignment agreements described below. Furthermore, we do not have any relationships with special-purpose or other entities that provide off-balance sheet financing; liquidity, market risk or credit risk support; or engage in leasing or other services that may expose us to liability or risks of loss that are not reflected in the condensed consolidated financial statements and related notes.

Our segments enter into accounts receivable assignment agreements with various financial institutions. Under these agreements, the financial institution buys, on a non-recourse basis, the accounts receivable amounts related to our ~~segment’s~~segments' customers at an agreed-upon discount rate.

The following table summarizes certain key details of each of the accounts receivable assignment agreements in place as of March 31, ~~2022:~~2023:


Year Of Initial Agreement	Segment(s) Related To	Current Annual Discount Rate
2014	Mexico	LIBOR ~~plus 0.75%~~
~~2018~~	~~Mexico~~	~~LIBOR plus 1.25%~~
~~2018~~	~~EMEA~~	~~EURIBOR~~ plus 0.75%
2019	Asia and Mexico	LIBOR plus 1.00%
2019	Asia	Fixed rate of 3.85%
2020	EMEA	EURIBOR plus 1.95%
2020	India	LIBOR plus 1.00%
2020	U.S.	~~LIBOR~~SOFR plus ~~1.25%~~0.29%
2021	Mexico	~~LIBOR~~SOFR plus ~~1.25%~~0.29%
2022	EMEA	EURIBOR plus 1.97%

As the receivables are purchased by the financial institutions under the agreements noted above, the receivables are removed from our condensed consolidated balance sheet. During the three months ended March 31, ~~2022 and 2021, $220.1 million and $294.1~~2023, $224.4 million of receivables were sold under the accounts receivable assignment agreements described ~~above.~~above as compared to $187.8 million in the comparative prior year period.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no significant changes to our critical accounting policies as disclosed in our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2, Basis of Presentation, under the heading “Accounting Pronouncements” to our condensed consolidated financial statements for a discussion of recent accounting pronouncements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in the ordinary course of our business. These market risks are principally limited to changes in foreign currency exchange rates and commodity prices.

Foreign Currency Exchange Rate Risk. We conduct international operations in ~~China,~~ Mexico, ~~Turkey~~Türkiye, India and ~~India.~~Europe. Our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the functional currency of the transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant functional currency and then translated into U.S. dollars for inclusion in our condensed consolidated financial statements. In recent years, exchange rates between these foreign currencies and the U.S. dollar have fluctuated significantly and may do so in the future. A hypothetical change of 10% in the exchange rates for the countries above would have resulted in a change to income from operations of approximately ~~$19.9~~$1.0 million for the three months ended March 31, ~~2022.~~2023.

Commodity Price Risk. We are subject to commodity price risk under agreements for the supply of our raw materials. We have not hedged our commodity price exposure. We generally lock in pricing for most of our key raw materials for 12 months which protects us from price increases within that period, which we believe helps to mitigate the impact of raw material price increases. As many of

our raw material supply agreements have meet or release clauses, if raw materials prices decrease, we are able to benefit from the reductions in price.

Resin, resin systems, and carbon fiber are the primary commodities for which we do not have fixed pricing. Approximately ~~60%~~57% of the resin and resin systems, and approximately ~~90%~~92% of the carbon fiber, we use is purchased under contracts either controlled or borne by two of our customers and therefore they receive/bear 100% of any decrease or increase in resin and carbon fiber costs further limiting our exposure to price fluctuations.

Taking into account the contractual obligations of our customers to share with us the cost savings or increases resulting from a change in the current forecasted price of resin and resin systems ~~and carbon fiber~~ we believe that a 10% change in the current forecasted price of resin and resin systems ~~and carbon fiber~~ for the customers in which we are exposed to fluctuating prices would have an impact to income from operations of

approximately ~~$5.0~~$6.6 million for the full year ~~2022.~~2023. With respect to our other customer supply agreements, our customers typically ~~receive/bear~~receive approximately 70% of the cost savings or increases resulting from a change in the price of resin, resin ~~systems, and carbon fiber.~~systems.

Interest Rate Risk. As of March 31, ~~2022,~~2023, all remaining secured and unsecured financing and finance lease obligations are fixed rate instruments and are not subject to fluctuations in interest rates.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and ~~Interim~~ Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) promulgated under the Exchange Act, our management, with the participation of our Chief Executive Officer and ~~Interim~~ Chief Financial Officer, evaluated the design and operating effectiveness as of March 31, ~~2022~~2023 of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our Chief Executive Officer and ~~Interim~~ Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2022.~~2023.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3338

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

See Note ~~14,~~15, Commitments and Contingencies, under the heading “Legal Proceedings” to our condensed consolidated financial statements for a discussion of legal proceedings and other related matters.

Item 1A. RISK FACTORS

Except as noted below, there have been no material changes to the Risk Factors (Part I, Item 1A) in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition, and/or future results.

~~Our business, operations and financial condition during the three months ended March 31, 2022 were not materially adversely affected by the COVID-19 pandemic however we cannot estimate the duration~~Conversions or exchanges of the ~~COVID-19 pandemic and~~Notes may dilute the ownership interest of our ~~business~~stockholders or may ~~be adversely affected in~~otherwise affect the ~~future if the COVID-19 pandemic persists.~~market price of our Common Stock.

The conversion of some or all of the Notes may dilute the ownership interests of our stockholders. On conversion of the Notes, we have the option to pay or deliver, as the case may be, cash, shares of our Common Stock, or a combination of cash and shares of our Common Stock. If we elect to settle our conversion obligation in shares of our Common Stock or a combination of cash and shares of our Common Stock, any sales in the public market of our Common Stock issuable on such conversion could adversely affect prevailing market prices of our Common Stock. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could be used to satisfy short positions, or anticipated conversion of the Notes into shares of our Common Stock, any of which could depress the market price of our Common Stock.

The ~~COVID-19 pandemic did not materially~~conditional conversion feature of the Notes, if triggered, may adversely affect our ~~manufacturing operations~~financial condition and operating results.

The Notes are convertible at the option of the holder. In the event the conditions for optional conversion of the Notes by holders are met, holders of the applicable Notes will be entitled to convert the Notes during ~~the three months ended March 31, 2022. However,~~specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our manufacturing facility in Yangzhou, China was shut down for approximately three weeks during the three months ended September 30, 2021 due to an outbreak of positive COVID-19 cases in Yangzhou City, which had an adverse impact on our results of operations for the three months ended September 30, 2021. Although allconversion obligation by delivering solely shares of our ~~manufacturing facilities currently are operating at or near normal production levels,~~Common Stock (other than paying cash in lieu of delivering any fractional share), we may settle all or a portion of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to ~~reinstate temporary production suspensions~~reclassify all or ~~volume reductions at our manufacturing facilities to~~a portion of the ~~extent there are new resurgences~~outstanding principal of ~~COVID-19 cases~~the Notes as a current rather than long-term liability, which would result in ~~the regions where we operate or there is an outbreak of positive COVID-19 cases in any~~a material reduction of our ~~manufacturing facilities. However,~~net working capital and may adversely impact our ~~global supply chain has been adversely affected by the COVID-19 pandemic in 2022 and our global supply chain may continue to be adversely affected if the COVID-19 pandemic persists.~~business.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

Not applicable.

Issuer Purchases of Equity Securities

The following table summarizes the total number of shares of our Common Stock that we repurchased during the three months ended March 31, 2023 from certain associates who surrendered Common Stock to pay the taxes in connection with the vesting of restricted stock units.

Period

Total Number
of Shares Purchased

Average Price
Paid per Share

Total Number
of Shares Purchased as Part of Publicly Announced Program

Maximum Number of Shares That May
Yet Be Purchased Under the Program

January (January 1 - January 31)

—

$
—

—

—

February (February 1 - February 28)

—

—

—

—

March (March 1 - March 31)

26,923

12.73

—

—

Total

26,923

12.73

—

—


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Number of Shares That May Yet Be Purchased Under the Program
January (January 1 - January 31)		81,233	$	13.91		—		—
February (February 1 - February 28)		—		—		—		—
March (March 1 - March 31)		109,676		12.94		—		—
Total		190,909	$	13.35		—		—

Use of Proceeds

Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

3440

Item 6. EXHIBITS


Exhibit Number		Exhibit Description

4.1		Indenture, dated as of March 3, 2023, between TPI Composites, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37839) filed on March 3, 2023).

4.2		Form of 5.25% Convertible Senior Notes due 2028 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37839) filed on March 3, 2023).

10.1		Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37839) filed on March 3, 2023).

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

* Filed herewith.

** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

3541

SIGNATURES

Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	TPI COMPOSITES, INC.


Date: May ~~5, 2022~~3, 2023	By:	/s/ ~~Adan Gossar~~Ryan Miller
		~~Adan Gossar~~Ryan Miller
		~~Interim~~ Chief Financial Officer
		(Principal Financial Officer)

3642


	Three Months Ended March 31, 2021
											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, 2020		—	$	—		36,771	$	368	$	349,472	$	(32,990	)	$	(109,716	)		$	(6,099	)	$	201,035
Net loss		—		—		—		—		—		—			(1,797	)			—			(1,797	)
Other comprehensive loss		—		—		—		—		—		(8,326	)		—		��		—			(8,326	)
Common stock repurchased for treasury		—		—		—		—		—		—			—				(34	)		(34	)
Issuances under share-based compensation plan		—		—		149		1		1,235		—			—				—			1,236
Share-based compensation expense		—		—		—		—		2,494		—			—				—			2,494
Balance at March 31, 2021		—		—		36,920		369		353,201		(41,316	)		(111,513	)			(6,133	)		194,608