UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2020
TPI Composites, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37839 | | 20-1590775 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
8501 N. Scottsdale Rd, Gainey Center II, Suite 100, Scottsdale, Arizona 85253
(Address of principal executive offices) (Zip Code)
480-305-8910
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | TPIC | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 7, 2020, TPI Composites, Inc. (the Company) issued a press release announcing selected, preliminary estimated financial results for the full year ended December 31, 2019 and its guidance for calendar year 2020. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information in Item 2.02 of this current report on Form 8-K (including the exhibits attached hereto) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this current report on Form 8-K (including the exhibits attached hereto) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 7.01. REGULATION FD DISCLOSURE
On February 7, 2020, the Company will host an Investor Day at The Maxwell Hotel in New York City and will be discussing, among other things the Company’s selected, preliminary estimated financial results for the year ended December 31, 2019 and its guidance for calendar year 2020. A copy of the written materials that will be used at the Investor Day event, including its guidance for calendar year 2020 referenced above, is furnished herewith as Exhibit 99.2 to this current report on Form 8-K, and also is posted and available at the Company’s website at www.tpicomposites.com under the tab “Investors.” Interested investors and other parties may also listen to a simultaneous webcast of the event by logging onto the Investor Relations section of the Company’s website at www.tpicomposites.com.
The Company reserves the right to discontinue the availability of any such materials at any time, and undertakes no duty to update any information or statements made in any such materials (or in any other materials made available on the Company’s website) to reflect events or circumstances after the date of publication, except as required by law.
These written presentation materials and the accompanying oral presentations contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained in the presentation materials and accompanying oral presentations, 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,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements contained in these presentation materials and accompanying oral presentations, include, but are not limited to, statements about, our selected, preliminary estimated results for the year ended December 31, 2019 and our guidance for calendar year 2020.
Any such presentation materials and the accompanying oral presentations may also contain statistical data, estimates and other information concerning the Company’s industry that are based on independent industry publications, surveys and forecasts or other publicly available information, as well as information based on the Company’s internal sources. The information contained in any materials or presentations from any third-party source may vary considerably from other information sources. This information involves a number of assumptions and limitations, and the Company has not independently verified the accuracy or completeness of the information.
The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 – Press Release dated February 7, 2020
99.2 – Presentation dated February 7, 2020
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | TPI Composites, Inc. |
| | | | |
| Date: February 7, 2020 | | | | By: | | /s/ Bryan R. Schumaker |
| | | | | | | Bryan R. Schumaker |
| | | | | | | Chief Financial Officer |
