TPIC TPI Composites Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 20, 2025

_______________________________

TPI Composites, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-37839	20-1590775
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9200 E. Pima Center Parkway, Suite 250

Scottsdale, Arizona 85258

(Address of Principal Executive Offices) (Zip Code)

(480) 305-8910

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TPI Composites, Inc.
Date: February 20, 2025	By:	/s/ Ryan Miller
		Ryan Miller
		Chief Financial Officer

 

EXHIBIT 99.1

TPI Composites, Inc. Announces Fourth Quarter and Full Year 2024 Earnings Results – Expects Improved Profitability in 2025

SCOTTSDALE, Ariz., Feb. 20, 2025 (GLOBE NEWSWIRE) -- TPI Composites, Inc. (Nasdaq: TPIC), today reported financial results for the fourth quarter and full year ended December 31, 2024.

“We delivered solid results in 2024 despite a challenging macroeconomic backdrop for the global wind industry. In 2024, we made the strategic decisions to transition lines to next-generation blades and restructure our portfolio by divesting the Automotive business, shutting down one of our Mexico facilities and rationalizing our workforce in Türkiye to reflect anticipated demand,” said Bill Siwek, President and CEO of TPI Composites. “We finished 2024 with a recovery in free cash flow, which in turn, helped us strengthen our liquidity position with $197 million in unrestricted cash.”

“During the fourth quarter, we extended supply agreements with Vestas and GE Vernova through 2025 and demand for our blades out of our Mexico factories exceeds current capacity for 2025 so we are ramping up production lines there to support 24/7 operations. Additionally, we are on schedule to reopen our Iowa plant in mid-2025 to support GE Vernova.”

“Over the last year, we optimized our manufacturing footprint and streamlined our operations, which we believe has positioned us for much improved profitability in 2025. We are proud of what the TPI team accomplished in 2024 given the global challenges we’ve been navigating.”

Fourth Quarter 2024 Results and Recent Business Highlights

• Net Sales totaled $346.5 million for the three months ended December 31, 2024, an increase of 17.7% over the same period last year.
• Net loss from continuing operations attributable to common stockholders was ($49.1) million for the three months ended December 31, 2024, compared to net income of $14.6 million in the same period last year.
• Adjusted EBITDA was $1.2 million for the three months ended December 31, 2024, compared to an adjusted EBITDA loss of ($24.5) million in the same period last year.
  
  

KPIs from continuing operations			4Q’24			4Q’23			FY’24			FY’23
	Sets1		613			602			2,175			2,584
	Estimated megawatts2		2,516			2,632			9,116			11,382
	Utilization3		91	%		71	%		77	%		82	%
	Dedicated manufacturing lines4		34			37			34			37
	Manufacturing lines installed5		34			37			34			37
	Wind Blade ASP (in $ thousands)6	$	177		$	148		$	192		$	175

1. Number of wind blade sets (which consist of three wind blades) produced worldwide during the period.
2. Estimated megawatts of energy capacity to be generated by wind blade sets produced during the period.
3. Utilization represents the percentage of wind blades invoiced during the period compared to the total potential wind blade capacity of manufacturing lines installed during the period.
4. Number of wind blade manufacturing lines that are dedicated to our customers under long-term supply agreements at the end of the period.
5. Number of wind blade manufacturing lines installed and either in operation, startup or transition during the period.
6. Wind blade ASP represents the average sales price during the period for a single wind blade that we manufacture for our customers.

Fourth Quarter 2024 Financial Results from Continuing Operations

Net sales for the three months ended December 31, 2024, increased 17.7% to $346.5 million as compared to $294.3 million in the same period in 2023 due to the following:

• Net Sales of wind blades, tooling and other wind related sales (“Wind”) increased by $54.2 million, or 19.2%, to $336.0 million for the three months ended December 31, 2024, as compared to $281.8 million in the same period in 2023. The increase was primarily driven by higher sales volume and higher average sales prices for wind blades due to a shift in product mix to newer and longer blades, including the resumption of production at our previously idled facility in Juarez, Mexico. This increase also reflects the absence of a four-week shutdown at one of our plants in the prior year due to a supply chain disruption caused by out-of-specification materials. These increases were partially offset by the closure of the Nordex Matamoros plant and lower volumes at our India facility as we began the transition of a blade type.
• Field service, inspection and repair services (“Field Services”) sales decreased $2.1 million, or 19.9%, to $10.5 million for the three months ended December 31, 2024, as compared to $12.6 million in the same period in 2023. The decrease was due primarily to the mix of revenue vs warranty activity in the quarter.

Net loss from continuing operations attributable to common stockholders was ($49.1) million for the three months ended December 31, 2024, compared to net income of $14.6 million in the same period in 2023. The increase in net loss was impacted by the $82.6 million gain on extinguishment recognized in the three months ended December 31, 2023, related to the refinancing of Oaktree’s Series A Preferred Stock into a senior secured term loan. Additional factors negatively impacting our net loss were restructuring charges associated with the rationalization of our Türkiye workforce, increased interest expense related to Oaktree’s senior secured term loan, higher labor costs in Mexico and Türkiye, and changes in estimates for pre-existing warranties. Net income attributable to common stockholders for the three months ended December 31, 2023, included $11.7 million in Series A Preferred Stock dividends and $6.1 million in interest expense. Net loss attributable to common stockholders for the same period in 2024 included $24.4 million in interest expense. These negative impacts were partially offset by the absence of losses from our Nordex Matamoros facility, which was shut down at the end of the second quarter of 2024, increased volume at our other Mexico locations, lower startup and transition costs, cost savings initiatives, lower taxes and foreign currency gains.

Net loss from continuing operations per common share was $1.03 for the three months ended December 31, 2024, compared to net income per common share of $0.34 for the same period in 2023.

Adjusted EBITDA was $1.2 million for the three months ended December 31, 2024, as compared to an adjusted EBITDA loss of ($24.5) million during the same period in 2023. Adjusted EBITDA margin was 0.4% as compared to an adjusted EBITDA margin loss of (8.3%) during the same period in 2023. The improvement was primarily driven by the absence of losses from our Nordex Matamoros facility, which was shut down at the end of the second quarter of 2024, increased volume at our other Mexico locations, lower startup and transition costs, and cost savings initiatives. These improvements were partially offset by unfavorable changes in estimate for pre-existing warranties and higher labor costs in Mexico and Türkiye.

Net cash provided by operating activities improved by $82.4 million for the three months ended December 31, 2024, as compared to the same period in 2023. This was primarily due to improved cash earnings and working capital improvements focused on our contract asset balance where we decreased inventory levels and increased customer advances.

Net cash used in investing activities decreased by $16.1 million for the three months ended December 31, 2024, as compared to the same period in 2023, primarily due to the construction of wind turbines in the prior period to provide renewable energy to our manufacturing facilities in Türkiye and the timing of capital expenditures for the startup and transition of our manufacturing lines at our facilities in Mexico and Türkiye.

Full Year 2024 Financial Results

Net sales for the year ended December 31, 2024, decreased 7.1% to $1,331.1 million as compared to $1,432.4 million in 2023 due to the following:

• Net Sales of wind blades, tooling and other wind related sales (“Wind”) decreased by $96.0 million, or 6.9%, to $1,298.3 million for the year ended December 31, 2024, as compared to $1,394.3 million in the same period in 2023. The decrease was primarily due to a 16% decrease in the number of wind blades produced due to the number and pace of startups and transitions, expected volume declines based on market activity levels impacting our Türkiye and India facilities, and the shut-down of the Nordex Matamoros plant as of June 30, 2024. These decreases were partially offset by a 10% increase in average sales prices of wind blades due to changes in the mix of wind blade models produced, in particular the startup of production at one of our previously idled facilities in Juarez, Mexico, as well has higher sales volumes to support increased demand for the U.S. market.
• Field service, inspection and repair services (“Field Services”) sales decreased $5.2 million, or 13.8%, to $32.8 million for the year ended December 31, 2024, as compared to $38.1 million in the same period in 2023. The decrease was primarily due to a reduction in technicians deployed to revenue generating projects due to an increase in time spent on non-revenue generating inspection and repair activities.

Net loss from continuing operations attributable to common stockholders was ($210.1) million for the year ended December 31, 2024, compared to a net loss from continuing operations attributable to common stockholders of ($127.8) million in 2023. The increase in net loss was impacted by the $82.6 million gain on extinguishment recognized in the fourth quarter of 2023, related to the refinancing of Oaktree’s Series A Preferred Stock into a senior secured term loan. Additional factors negatively impacting our net loss included higher startup and transition costs, lower sales volume, higher labor costs in Mexico and Türkiye, higher restructuring charges associated with right sizing our Türkiye workforce and increased interest expense related to Oaktree’s senior secured term loan. Net loss attributable to common stockholders for the year ended December 31, 2023, included $58.5 million in Series A Preferred Stock dividends and $12.1 million in interest expense. Net loss attributable to common stockholders for the same period in 2024 included $92.4 million in interest expense. These negative impacts were partially offset by the shutdown of our Nordex Matamoros facility at the end of the second quarter of 2024, which had significant cost challenges in the prior comparative period, a decrease in warranty costs due to the $42.7 million specific warranty charges recorded in 2023, favorable foreign currency fluctuations, and cost savings initiatives.

Net loss from continuing operations per common share was $4.43 for the year ended December 31, 2024, compared to a net loss from continuing operations per common share of $2.99 in 2023.

Adjusted EBITDA loss was ($38.7) million for the year ended December 31, 2024, as compared to an adjusted EBITDA loss of ($44.9) million in 2023. Adjusted EBITDA margin was a loss of (2.9%) as compared to an adjusted EBITDA margin loss of (3.1%) in 2023. The improvement in adjusted EBITDA was primarily driven by lower warranty charges, the shutdown of our Nordex Matamoros facility at the end of the second quarter of 2024, which had significant cost challenges in the prior comparative period, and cost savings initiatives. These improvements were partially offset by higher start up and transition costs, increased labor costs in Türkiye and Mexico, and lower sales volume.

Net cash provided by operating activities increased by $93.5 million for the year ended December 31, 2024 as compared to the same period in 2023 primarily due to working capital improvements focused on our contract asset balance where we decreased inventory levels and increased customer advances. The increase in cash provided by operating activities was also due to higher payments in the first quarter of 2023 related to restructuring activities associated with the shutdown of our China operations. This was partially offset by an increase in cash paid for interest and other working capital changes in the current year compared to the prior year.

Net cash used in investing activities increased by $2.9 million for the year ended December 31, 2024 as compared to the same period in 2023 primarily due to $12.8 million of proceeds associated with the sale of our Taicang, China facility that were received in the prior year. This was partially offset by a decrease in capital expenditures of $9.9 million. The decrease in capital expenditures was due to the construction of wind turbines in the prior period to provide renewable energy to our manufacturing facilities in Türkiye, partially offset by increased capital expenditures in Mexico in the current year to support startup and transitions.

2025 Guidance

Guidance for the full year ending December 31, 2025:

Guidance	Full Year 2025
Net Sales from Continuing Operations	$1.4 - $1.5 billion
Adjusted EBITDA margin from Continuing Operations	2%-4%
Utilization %	~85% (based on 34 lines installed)
Capital Expenditures	$25 - $30 million

Conference Call and Webcast Information

TPI Composites will host an investor conference call this afternoon, Thursday, February 20^th, at 5:00 pm ET. Interested parties are invited to listen to the conference call which can be accessed live over the phone by dialing 1-800-579-2543, or for international callers, 1-785-424-1789. The Conference ID for the live call is “TPIC”. A replay will be available two hours after the call and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the live call and the replay is 11157847. The replay will be available until March 6, 2025. Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investors section of the Company’s website at www.tpicomposites.com. The online replay will be available for a limited time beginning immediately following the call.

About TPI Composites, Inc.

TPI Composites, Inc. is a global company focused on innovative and sustainable solutions to decarbonize and electrify the world. TPI delivers high-quality, cost-effective composite solutions through long-term relationships with leading OEMs in the wind markets. TPI is headquartered in Scottsdale, Arizona and operates factories in the U.S., Mexico, Türkiye and India. TPI operates additional engineering development centers in Denmark and Germany and global service training centers in the U.S. and Spain.

Forward-Looking Statements

This release contains forward-looking statements which are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, among other things, concerning: growth of the wind energy and electric vehicle markets and our addressable markets for our products and services; effects on our financial statements and our financial outlook; our business strategy, including anticipated trends and developments in and management plans for our business and the wind industry and other markets in which we operate; competition; future financial results, operating results, revenues, gross margin, operating expenses, profitability, products, projected costs, warranties, our ability to improve our operating margins, and capital expenditures. These forward-looking statements are often characterized by the use of words such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue” and the negative or plural of these words and other comparable terminology. Forward-looking statements are only predictions based on our current expectations and our projections about future events. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, the matters discussed in “Risk Factors,” in our Annual Report on Form 10-K and other reports that we will file with the SEC.

Non-GAAP Definitions
This press release includes unaudited non-GAAP financial measures, including EBITDA, adjusted EBITDA, net cash (debt) and free cash flow. We define EBITDA as net income (loss) plus interest expense (including losses on the extinguishment of debt and net of interest income), income taxes and depreciation and amortization, preferred stock dividends and accretion less gain on extinguishment on series A preferred stock. We define adjusted EBITDA as EBITDA plus any share-based compensation expense, any foreign currency income or losses, any gains or losses on the sale of assets and asset impairments and any restructuring charges. We define net cash (debt) as the total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. We define free cash flow as net cash flow from operating activities less capital expenditures. We present non-GAAP measures when we believe that the additional information is useful and meaningful to investors. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP.

We provide forward-looking statements in the form of guidance in our quarterly earnings releases and during our quarterly earnings conference calls. This guidance is provided on a non-GAAP basis and cannot be reconciled to the closest GAAP measures without unreasonable effort because of the unpredictability of the amounts and timing of events affecting the items we exclude from non-GAAP measures. For example, stock-based compensation is unpredictable for our performance-based awards, which can fluctuate significantly based on current expectations of future achievement of performance-based targets. Amortization of intangible assets and restructuring costs are all impacted by the timing and size of potential future actions, which are difficult to predict. In addition, from time to time, we exclude certain items that occur infrequently, which are also inherently difficult to predict and estimate. It is also difficult to predict the tax effect of the items we exclude and to estimate certain discrete tax items, like the resolution of tax audits or changes to tax laws. As such, the costs that are being excluded from non-GAAP guidance are difficult to predict and a reconciliation or a range of results could lead to disclosure that would be imprecise or potentially misleading. Material changes to any one of the exclusions could have a significant effect on our guidance and future GAAP results. See Table Four for a reconciliation of certain non-GAAP financial measures to the comparable GAAP measures.

Investor Relations
480-315-8742
Investors@TPIComposites.com

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE ONE - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
		Three Months Ended December 31,							Year Ended December 31,
(in thousands, except per share data)			2024			2023				2024			2023
Net sales		$	346,506		$	294,340			$	1,331,131		$	1,432,408
Cost of sales			348,302			310,927				1,331,241			1,474,356
Startup and transition costs			1,869			11,583				52,889			21,757
Total cost of goods sold			350,171			322,510				1,384,130			1,496,113
Gross loss			(3,665	)		(28,170	)			(52,999	)		(63,705	)
General and administrative expenses			5,205			5,587				27,536			28,205
Loss on sale of assets and asset impairments			3,116			6,355				17,230			20,931
Restructuring charges, net			10,042			1,196				10,950			4,130
Loss from continuing operations			(22,028	)		(41,308	)			(108,715	)		(116,971	)
Other income (expense):
Interest expense, net			(24,415	)		(6,075	)			(92,420	)		(12,101	)
Foreign currency income (loss)			1,190			(1,865	)			(1,655	)		(5,122	)
Miscellaneous income			1,759			401				5,220			1,892
Total other expense			(21,466	)		(7,539	)			(88,855	)		(15,331	)
Loss before income taxes			(43,494	)		(48,847	)			(197,570	)		(132,302	)
Income tax provision			(5,655	)		(7,541	)			(12,550	)		(19,664	)
Net loss from continuing operations			(49,149	)		(56,388	)			(210,120	)		(151,966	)
Preferred stock dividends and accretion			—			(11,651	)			—			(58,453	)
Gain on extinguishment of Series A Preferred Stock			—			82,620				—			82,620
Net income (loss) from continuing operations attributable to common stockholders			(49,149	)		14,581				(210,120	)		(127,799	)
Net income (loss) from discontinued operations			1,067			(1,212	)			(30,587	)		(49,813	)
Net income (loss) attributable to common stockholders		$	(48,082	)	$	13,369			$	(240,707	)	$	(177,612	)
Weighted-average common shares outstanding:
Basic			47,581			43,334				47,462			42,671
Diluted			47,581			43,334				47,462			42,671
Net income (loss) from continuing operations per common share:
Basic		$	(1.03	)	$	0.34			$	(4.43	)	$	(2.99	)
Diluted		$	(1.03	)	$	0.34			$	(4.43	)	$	(2.99	)
Net income (loss) from discontinued operations per common share:
Basic		$	0.02		$	(0.03	)		$	(0.64	)	$	(1.17	)
Diluted		$	0.02		$	(0.03	)		$	(0.64	)	$	(1.17	)
Net income (loss) per common share:
Basic		$	(1.01	)	$	0.31			$	(5.07	)	$	(4.16	)
Diluted		$	(1.01	)	$	0.31			$	(5.07	)	$	(4.16	)
Non-GAAP Measures (unaudited):
EBITDA		$	(12,139	)	$	(34,621	)		$	(75,267	)	$	(84,812	)
Adjusted EBITDA		$	1,249		$	(24,458	)		$	(38,691	)	$	(44,889	)

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE TWO - CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	December 31,
(in thousands)		2024			2023
Assets
Current assets:
Cash and cash equivalents	$	196,518		$	161,059
Restricted cash		9,639			10,838
Accounts receivable		130,645			138,029
Contract assets		43,849			112,237
Prepaid expenses		15,692			17,621
Other current assets		25,872			34,564
Inventories		3,968			9,420
Assets held for sale		17,301			—
Current assets of discontinued operations		1,606			19,307
Total current assets		445,090			503,075
Noncurrent assets:
Property, plant, and equipment, net		93,144			128,808
Operating lease right of use assets		122,589			136,124
Other noncurrent assets		31,641			36,073
Total assets	$	692,464		$	804,080
Liabilities, Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	235,469		$	227,723
Accrued warranty		38,768			37,483
Current maturities of long-term debt		131,363			70,465
Current operating lease liabilities		26,224			22,017
Contract liabilities		40,392			24,021
Current liabilities of discontinued operations		1,752			4,712
Total current liabilities		473,968			386,421
Noncurrent liabilities:
Long-term debt, net of current maturities		485,239			414,728
Noncurrent operating lease liabilities		99,428			117,133
Other noncurrent liabilities		7,065			8,102
Total liabilities		1,065,700			926,384
Total stockholders' deficit		(373,236	)		(122,304	)
Total liabilities, and stockholders' deficit	$	692,464		$	804,080
Non-GAAP Measure (unaudited):
Net debt	$	(418,582	)	$	(323,218	)

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE THREE - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
		Three Months Ended December 31,							Year Ended December 31,
(in thousands)			2024			2023				2024			2023
Net cash provided by (used in) operating activities		$	87,341		$	4,936			$	12,498		$	(80,972	)
Net cash used in investing activities			(4,122	)		(20,291	)			(26,201	)		(23,301	)
Net cash provided by (used in) financing activities			(9,812	)		12,965				50,964			121,994
Impact of foreign exchange rates on cash, cash equivalents and restricted cash			(1,930	)		1,323				(2,415	)		2,023
Cash, cash equivalents and restricted cash, beginning of period			136,182			173,880				172,813			153,069
Cash, cash equivalents and restricted cash, end of period		$	207,659		$	172,813			$	207,659		$	172,813
Non-GAAP Measure (unaudited):
Free cash flow		$	83,219		$	(15,355	)		$	(13,703	)	$	(117,109	)

TPI COMPOSITES, INC. AND SUBSIDIARIES
TABLE FOUR - RECONCILIATION OF NON-GAAP MEASURES
(UNAUDITED)
EBITDA and adjusted EBITDA are reconciled as follows:	Three Months Ended December 31,							Year Ended December 31,
(in thousands)		2024			2023				2024			2023
Net income (loss) attributable to common stockholders	$	(48,082	)	$	13,369			$	(240,707	)	$	(177,612	)
Net (income) loss from discontinued operations		(1,067	)		1,212				30,587			49,813
Net income (loss) from continuing operations attributable to common stockholders		(49,149	)		14,581				(210,120	)		(127,799	)
Preferred stock dividends and accretion		—			11,651				—			58,453
Gain on extinguishment of Series A Preferred Stock		—			(82,620	)			—			(82,620	)
Net loss from continuing operations		(49,149	)		(56,388	)			(210,120	)		(151,966	)
Adjustments:
Depreciation and amortization		6,940			8,151				29,883			35,389
Interest expense, net		24,415			6,075				92,420			12,101
Income tax provision		5,655			7,541				12,550			19,664
EBITDA		(12,139	)		(34,621	)			(75,267	)		(84,812	)
Share-based compensation expense		1,420			747				6,741			9,740
Foreign currency loss (income), net		(1,190	)		1,865				1,655			5,122
Loss on sale of assets and asset impairments		3,116			6,355				17,230			20,931
Restructuring charges, net		10,042			1,196				10,950			4,130
Adjusted EBITDA	$	1,249		$	(24,458	)		$	(38,691	)	$	(44,889	)
Free cash flow is reconciled as follows:	Three Months Ended December 31,							Year Ended December 31,
(in thousands)		2024			2023				2024			2023
Net cash provided by (used in) operating activities	$	87,341		$	4,936			$	12,498		$	(80,972	)
Capital expenditures		(4,122	)		(20,291	)			(26,201	)		(36,137	)
Free cash flow	$	83,219		$	(15,355	)		$	(13,703	)	$	(117,109	)
Net debt is reconciled as follows:								December 31,
(in thousands)									2024			2023
Cash and cash equivalents								$	196,518		$	161,059
Cash and cash equivalents of discontinued operations									1,502			916
Total debt, net of debt issuance costs and debt discount									(616,602	)		(485,193	)
Net debt								$	(418,582	)	$	(323,218	)

 

Exhibit 99.2

 

Q4 2024 Earnings Call February 20, 2024

Legal Disclaimer 2 This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this presentation, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward - looking statements. In many cases, you can identify forward - looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward - looking statements contained in this release include, but are not limited to, statements about: i. competition from other wind blade and wind blade turbine manufacturers; ii. the discovery of defects in our products and our ability to estimate the future cost of warranty campaigns; iii. the current status of the wind energy market and our addressable market; iv. our ability to absorb or mitigate the impact of price increases in resin, carbon reinforcements (or fiber), other raw materials and related logistics costs that we use to produce our products; v. our ability to absorb or mitigate the impact of wage inflation in the countries in which we operate; vi. our ability to procure adequate supplies of raw materials and components to fulfill our wind blade volume commitments to our customers; vii. the potential impact of the increasing prevalence of auction - based tenders in the wind energy market and increased competition from solar energy on our gross margins and overall financial performance; viii. our future financial performance, including our net sales, cost of goods sold, gross profit or gross margin, operating expenses, ability to generate positive cash flow and ability to achieve or maintain profitability; ix. changes in domestic or international government or regulatory policy, including without limitation, changes in trade policy, such as tariffs and energy policy; x. changes in global economic trends and uncertainty, geopolitical risks, and demand or supply disruptions from global events; xi. changes in macroeconomic and market conditions, including the potential impact of any pandemic, risk of recession, rising interest rates and inflation, supply chain constraints, commodity prices and exchange rates, and the impact of such changes on our business and results of operations; xii. the sufficiency of our cash and cash equivalents to meet our liquidity needs; xiii. the increasing cost and availability of additional capital, should such capital be needed; xiv. our ability to attract and retain customers for our products, and to optimize product pricing; xv. our ability to effectively manage our growth strategy and future expenses, including our startup and transition costs; xvi. our ability to successfully expand in our existing wind energy markets and into new international wind energy markets, including our ability to expand our field service inspection and repair services business; xvii. our ability to keep up with market changes and innovations; xviii. our ability to successfully open new manufacturing facilities and expand existing facilities on time and on budget; xix. the impact of the pace of new product and wind blade model introductions on our business and our results of operations; xx. Our projected sales and costs, including materials costs and capital expenditures, during the current fiscal year; xxi. our ability to maintain, protect and enhance our intellectual property; xxii. our ability to comply with existing, modified, or new laws and regulations applying to our business, including the imposition of new taxes, duties, or similar assessments on our products; xxiii. the attraction and retention of qualified associates and key personnel; xxiv. our ability to maintain good working relationships with our associates, and avoid labor disruptions, strikes and other disputes with labor unions that represent certain of our associates; xxv. the potential impact of one or more of our customers becoming bankrupt or insolvent or experiencing other financial problems; xxvi. our projected business model during the current fiscal year, including with respect to the number of wind blade manufacturing lines we anticipate; and xxvii. our ability to service our current debt and comply with any covenants related to such debt. These forward - looking statements are only predictions. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to materially differ from any future results, levels of activity, performance or achievements expressed or implied by these forward - looking statements. Because forward - looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward - looking statements as guarantees of future events. Further information on the factors, risks and uncertainties that could affect our financial results and the forward - looking statements in this presentation are included in our filings with the Securities and Exchange Commission and will be included in subsequent periodic and current reports we make with the Securities and Exchange Commission from time to time, including in our Annual Report on Form 10 - K for the year ended December 31, 2024, filed with the Securities and Exchange Commission. The forward - looking statements in this presentation represent our views as of the date of this presentation. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward - looking statements at some point in the future, we undertake no obligation to update any forward - looking statement to reflect events or developments after the date on which the statement is made or to reflect the occurrence of unanticipated events except to the extent required by applicable law. You should, therefore, not rely on these forward - looking statements as representing our views as of any date after the date of this presentation. Our forward - looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. This presentation includes unaudited non - GAAP financial measures including EBITDA, adjusted EBITDA, net cash (debt) and free cash flow. We define EBITDA, a non - GAAP financial measure, as net income or loss from continuing operations plus interest expense net, income taxes, depreciation and amortization, preferred stock dividends and accretion less gain on extinguishment on series A preferred stock. We define adjusted EBITDA as EBITDA plus any share - based compensation expense, plus or minus any foreign currency losses or income, plus or minus any losses or gains from the sale of assets and asset impairments, plus any restructuring charges. We define net cash (debt) as total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. We define free cash flow as net cash flow from operating activities less capital expenditures. We present non - GAAP measures when we believe that the additional information is useful and meaningful to investors. Non - GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non - GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. See the Appendix for the reconciliations of certain non - GAAP financial measures to the comparable GAAP measures. This presentation also contains estimates and other information concerning our industry that are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information Q4 2024

Agenda ⎮ Q4 & FY 2024 Highlights and Business Update ⎮ Q4 & FY 2024 Financial Highlights and 2025 Guidance ⎮ Wrap Up ⎮ Q&A 3 Q4 2024

Q4 & Full Year 2024 Highlights and Business Update Q4 2024 4

$294 $347 $- $250 $500 4Q23 4Q24 ($25) $1 $(25) $(15) $(5) $5 4Q23 4Q24 Q4 & Full Year 2024 Continuing Operations 5 Q4 2024 operating results and year - over - year comparisons to Q4 2023: Highlights: x Net sales up 17.7% to $346.5 million x Net loss from continuing operations attributable to common stockholders was ($49.1) million compared to net income of $14.6 million in Q4 2023 x Adjusted EBITDA of $1.2 million compared to an adjusted EBITDA loss of ($24.5) million in Q4 2023 x Portfolio re - shaping near completion x All ten startup and transitions achieve full - rate production x Positive AEBITDA in Q4 x Free cash flow of $83.2 million in Q4 x Ended year with $197 million unrestricted cash x Q4 utilization at 91% x Positioned to deliver improved profitability in 2025 (1) See Appendix for reconciliations of non - GAAP financial data Adjusted EBITDA (1) ($ in millions) Net Sales ($ in millions) Q4 2024 $1,432 $1,331 $- $500 $1,000 $1,500 2023 2024 ($45) ($39) $(45) $(30) $(15) $- 2023 2024

Global Footprint HEADQUARTERS Scottsdale, AZ Ciudad Juárez, MX 4 SITES Matamoros, MX 1 SITE Warren, RI Madrid, ES Berlin, DE Kolding, DK Izmir, TR 2 SITES Chennai, IN Wind Blade Manufacturing Global Services Tooling / R&D / Engineering 6 Q4 2024 Des Moines, IA Newton, IA Wind & Global Services • LEAN continuing to deliver cost savings and innovation • 10 of 10 lines in startup or transition in 2024 achieved full rate production • Newton, Iowa plant ramping up production; blades expected mid - 2025 Market • Strong demand for TPI in U.S. in 2025; EU volumes for 2025+ are dynamic. Market inflection has shifted to the right • Interest rates, inflation, permitting, grid access remain challenges in the U.S and EU • Load growth for the short and long - term remain very strong in the U.S. and EU • Wind can cost effectively meet demand now vs. alternatives • Türkiye conducted successful YEKA tenders with domestic content requirements • 24/7 schedule implemented in certain Mexico facilities to support U.S. demand • Supply chain remains stable with 8% cost improvements expected in 2025 • Field Service technicians returning to normal levels of revenue work

Q4 & Full Year 2024 Financial Highlights and 2025 Guidance Q4 2024 7

Net sales were $346.5 million in Q4 2024 compared to $294.3 million in Q4 2023: + ASPs driven by mix of blades produced + Ramp of production for new workhorse blades + Q4 2023 out of spec material shutdown - India transitions - Nordex Matamoros facility shutdown - Field Service revenue mix Adjusted EBITDA was $1.2 million in Q4 2024 compared to adjusted EBITDA loss of ($24.5) million in Q4 2023: + Absence of Nordex Matamoros losses + Increased revenue + Lower startup and transition costs + Cost savings initiatives - Higher pre - existing warranty charges - Higher labor costs in Türkiye and Mexico Key Highlights Unaudited Q4 2024 Financial Highlights from Continuing Operations (1) See Appendix for reconciliations of non - GAAP financial data Q4 2024 8

Key Highlights $196.5 million of unrestricted cash on December 31, 2024 Q4 2024 Free cash flow ($ millions): + Adjusted EBITDA + Improved inventory and customer advances in contract assets/liabilities + Lower capital expenditures Unaudited Q4 2024 Financial Highlights – Continued (1) (1) See Appendix for reconciliations of non - GAAP financial data Q4 2024 9

2025 TPI Guidance 10 Q4 2024 Sales from continuing operations compared with 2024: + Blade sales up due to: + Fewer start up and transitions + U.S. market demand from Mexico facilities - Lower Nordex demand in Türkiye and India + Field Services revenue = Average Sales Price (ASP) flat Sales from Continuing Operations $1.4 billion to $1.5 billion Adjusted EBITDA 2% - 4% Capital Expenditures $25 - $30 million Utilization % ~85% on 34 lines Adjusted EBITDA from continuing operations: + Higher sales volume + Absence of Nordex Matamoros losses + Reduced startup and transition costs + Cost savings initiatives - Underutilized plants in Türkiye and India - Labor inflation, particularly in Türkiye Utilization expected to increase from 77% in 2024 to ~85% in 2025 driven by fewer lines in startup and transition and adding capacity for 24/7 operations in Mexico, partially offset by underutilization in Türkiye and India

Wrap Up Q4 2024 11

Q4 2024 12 Wrap Up Market: • Long term prospects continue to be attractive • Structural foundation for sustained onshore growth is in place • US market inflection point has pushed to the right • Interest rates, permitting, grid access and policy uncertainty may impact project timelines Operational: • 10 of 10 lines in startup or transition achieved serial production in 2024 • Signed agreement with GEV to restart production at Newton, IA facility • Supply chain delivering year over year cost savings in 2025 • U.S. demand exceeds capacity of Mexico factories • LEAN culture delivering cost savings across the business • Capital structure evaluation ongoing Financial: • Q4 year over year revenue growth of 17.7% with positive adjusted EBITDA • Strong Q4 operating and free cash flow • Finished 2024 with $196.5M cash and cash equivalents People: • Thanks to our associates for their commitment and dedication to TPI and our mission to decarbonize and electrify the world

Q&A Q4 2024 13

14 Appendix – Non - GAAP Financial Information This presentation includes unaudited non - GAAP financial measures including EBITDA, adjusted EBITDA, net cash (debt) and free cas h flow. We define EBITDA, a non - GAAP financial measure, as net income or loss from continuing operations plus interest expense net, income taxes, depreciati on and amortization, preferred stock dividends and accretion less gain on extinguishment on series A preferred stock. We define adjusted EBITDA as EBITDA plus any sh are - based compensation expense, plus or minus any foreign currency losses or income, plus or minus any losses or gains from the sale of assets and a sse t impairments, plus any restructuring charges. We define net cash (debt) as total unrestricted cash and cash equivalents less the total principal amount of debt ou tst anding. We define free cash flow as net cash flow from operating activities less capital expenditures. We present non - GAAP measures when we believe that the additional information is useful and meaningful to investors. Non - GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to si milar measures presented by other companies. The presentation of non - GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. We provide forward - looking statements in the form of guidance in our quarterly earnings releases and during our quarterly earnin gs conference calls. This guidance is provided on a non - GAAP basis and cannot be reconciled to the closest GAAP measures without unreasonable effort because of the un predictability of the amounts and timing of events affecting the items we exclude from non - GAAP measures. For example, stock - based compensation is unpredictable f or our performance - based awards, which can fluctuate significantly based on current expectations of future achievement of performance - based targets. Amor tization of intangible assets and restructuring costs are all impacted by the timing and size of potential future actions, which are difficult to predict. In a ddi tion, from time to time, we exclude certain items that occur infrequently, which are also inherently difficult to predict and estimate. It is also difficult to predict the tax ef fect of the items we exclude and to estimate certain discrete tax items, like the resolution of tax audits or changes to tax laws. As such, the costs that are being exclu ded from non - GAAP guidance are difficult to predict and a reconciliation or a range of results could lead to disclosure that would be imprecise or potentially misleading . M aterial changes to any one of the exclusions could have a significant effect on our guidance and future GAAP results. See next page for a reconciliation of certain non - GAAP financial measures to the comparable GAAP measures. Q4 2024

Non - GAAP Reconciliations EBITDA and adjusted EBITDA are reconciled as follows: Unaudited Free Cash Flow and Net debt is reconciled as follows: Q4 2024 15

v3.25.0.1

Cover	Feb. 20, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 20, 2025
Entity File Number	001-37839
Entity Registrant Name	TPI Composites, Inc.
Entity Central Index Key	0001455684
Entity Tax Identification Number	20-1590775
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9200 E. Pima Center Parkway, Suite 250
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85258
City Area Code	480
Local Phone Number	305-8910
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	TPIC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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