[10-Q] TPI Composites, Inc. Quarterly Earnings Report
TPI Composites has filed for chapter 11 protection to pursue a financial and operational restructuring while continuing to operate as debtor-in-possession under court supervision. The company has reached an agreement in principle with Oaktree-affiliated lenders for debtor-in-possession (DIP) financing that remains subject to final documentation and Bankruptcy Court approval. The chapter 11 filing accelerated the company鈥檚 debt obligations and raised substantial doubt about its ability to continue as a going concern.
Financially, the company reported $612.4 million of net sales for the six months ended June 30, 2025 and a net loss attributable to common stockholders of $116.5 million for the same period. Balance-sheet highlights at June 30, 2025 include $106.4 million of cash and cash equivalents, total assets of $591.7 million, total liabilities of $1,077.1 million, and a working capital deficiency of $632.3 million. The company also disclosed approximately $650.4 million of remaining performance obligations expected to be recognized in 2025 and that its common stock is likely to be delisted, with equity expected to be canceled under a chapter 11 plan.
TPI Composites ha depositato istanza di protezione ai sensi del capitolo 11 per avviare una ristrutturazione finanziaria e operativa, continuando a operare come debitore in possesso sotto la supervisione del tribunale. L'azienda ha raggiunto un accordo di massima con creditori affiliati a Oaktree per un finanziamento DIP (debtor-in-possession), soggetto alla definizione finale della documentazione e all'approvazione del tribunale fallimentare. Il ricorso al capitolo 11 ha accelerato gli obblighi debitori dell'azienda e ha sollevato seri dubbi sulla sua capacit脿 di continuare la propria attivit脿 come azienda in funzionamento.
Dal punto di vista finanziario, la societ脿 ha riportato $612.4 million di vendite nette per i sei mesi terminati il 30 giugno 2025 e una perdita netta attribuibile agli azionisti ordinari di $116.5 million per lo stesso periodo. I principali dati di bilancio al 30 giugno 2025 includono $106.4 million di liquidit脿 e mezzi equivalenti, attivit脿 totali di $591.7 million, passivit脿 totali di $1,077.1 million e una carenza di capitale circolante di $632.3 million. La societ脿 ha inoltre dichiarato l'esistenza di circa $650.4 million di obblighi contrattuali residui da riconoscere nel 2025 e ha indicato che 猫 probabile che le azioni ordinarie vengano escluse dalla quotazione, con il capitale azionario destinato a essere annullato nell'ambito di un piano di ristrutturazione ai sensi del capitolo 11.
TPI Composites ha presentado una solicitud de protecci贸n conforme al cap铆tulo 11 para llevar a cabo una reestructuraci贸n financiera y operativa, y continuar谩 operando como deudor en posesi贸n bajo la supervisi贸n del tribunal. La compa帽铆a ha alcanzado un acuerdo de principio con prestamistas afiliados a Oaktree para un financiamiento DIP (debtor-in-possession), sujeto a la documentaci贸n final y a la aprobaci贸n del tribunal de quiebras. La presentaci贸n del cap铆tulo 11 aceler贸 las obligaciones de deuda de la empresa y gener贸 dudas significativas sobre su capacidad para continuar como negocio en marcha.
En el aspecto financiero, la compa帽铆a registr贸 $612.4 million en ventas netas en los seis meses terminados el 30 de junio de 2025 y una p茅rdida neta atribuible a los accionistas comunes de $116.5 million en el mismo per铆odo. Los puntos destacados del balance al 30 de junio de 2025 incluyen $106.4 million en efectivo y equivalentes de efectivo, activos totales por $591.7 million, pasivos totales por $1,077.1 million y un d茅ficit de capital de trabajo de $632.3 million. La compa帽铆a tambi茅n inform贸 aproximadamente $650.4 million en obligaciones pendientes de cumplimiento que se espera reconocer en 2025 y se帽al贸 que es probable que sus acciones ordinarias sean excluidas de cotizaci贸n, con el patrimonio que se espera sea cancelado en el marco de un plan del cap铆tulo 11.
TPI Composites電� 鞛 氚� 鞖挫榿 甑“臁办爼鞚� 於旍頃橁赴 鞙勴暣 毂曧劙 11 氤错樃毳� 鞁犾箔頄堨溂氅�, 氩曥洂鞚� 臧愲弲頃橃棎 毂勲鞛� 歆�鞙勲 瓿勳啀 鞖挫榿頃橁碃 鞛堨姷雼堧嫟. 須岇偓電� Oaktree 瓿勳棿 雽�欤茧嫧瓿检潣 毂勲鞛� 鞚胳垬 旮堨湹(DIP) 旮半掣 頃╈潣鞐� 霃勲嫭頄堨溂雮�, 鞚措姅 斓滌 氍胳劀頇旍檧 韺岇偘氩曥洂 鞀轨澑 雽�靸侅瀰雼堧嫟. 毂曧劙 11 鞁犾箔鞚� 須岇偓鞚� 毂勲 靸來櫂鞚� 臁瓣赴頇旐枅鞙茧┌ 瓿勳啀旮办梾鞙茧靹滌潣 臁挫啀 臧�電レ劚鞐� 欷戨寑頃� 鞚橂鞚� 鞝滉赴頄堨姷雼堧嫟.
鞛鞝侅溂搿� 須岇偓電� 2025雲� 6鞗� 30鞚茧 雭濍倶電� 6臧滌洈 霃欖晥 $612.4 million鞚� 靾滊Г於滌潉 氤搓碃頄堨溂氅� 臧欖潃 旮瓣皠 氤错喌欤检＜ 攴�靻� 靾滌啇鞁れ潃 $116.5 million鞛呺媹雼�. 2025雲� 6鞗� 30鞚� 旮办 雽�彀寑臁绊憸 欤检殧 頃鞙茧電� $106.4 million鞚� 順勱笀 氚� 順勱笀靹膘瀽靷�, 齑濎瀽靷� $591.7 million, 齑濍秬毂� $1,077.1 million, 鞖挫爠鞛愲掣 攵�臁膘暋 $632.3 million鞚� 韽暔霅╇媹雼�. 須岇偓電� 霕愴暅 2025雲勳棎 鞚胳嫕霅� 瓴冹溂搿� 鞓堨儊霅橂姅 鞎� $650.4 million鞚� 鞛旍棳 鞚错枆 鞚橂臧� 鞛堨溂氅�, 氤错喌欤茧姅 靸侅灔 韽愳霅� 臧�電レ劚鞚� 雴掙碃 鞛愲掣鞚� 毂曧劙 11 瓿勴殟 頃橃棎 靻岆└霅� 瓴冹溂搿� 氚濏様鞀惦媹雼�.
TPI Composites a d茅pos茅 une demande de protection au titre du chapitre 11 afin d'engager une restructuration financi猫re et op茅rationnelle, tout en continuant d'op茅rer en tant que d茅biteur en possession sous la supervision du tribunal. La soci茅t茅 a conclu un accord de principe avec des pr锚teurs affili茅s 脿 Oaktree pour un financement DIP (debtor-in-possession), sous r茅serve de la documentation finale et de l'approbation du tribunal des faillites. Le d茅p么t au titre du chapitre 11 a acc茅l茅r茅 les obligations de dette de la soci茅t茅 et soulev茅 de s茅rieux doutes quant 脿 sa capacit茅 脿 poursuivre son activit茅.
Sur le plan financier, la soci茅t茅 a d茅clar茅 $612.4 million de ventes nettes pour les six mois clos le 30 juin 2025 et une perte nette attribuable aux actionnaires ordinaires de $116.5 million pour la m锚me p茅riode. Les points saillants du bilan au 30 juin 2025 incluent $106.4 million de tr茅sorerie et 茅quivalents de tr茅sorerie, des actifs totaux de $591.7 million, des passifs totaux de $1,077.1 million et un d茅ficit de fonds de roulement de $632.3 million. La soci茅t茅 a 茅galement indiqu茅 environ $650.4 million d'obligations d'ex茅cution restantes qui devraient 锚tre comptabilis茅es en 2025 et a pr茅cis茅 que ses actions ordinaires seront probablement radi茅es, le capital social devant 锚tre annul茅 dans le cadre d'un plan au titre du chapitre 11.
TPI Composites hat nach Chapter 11 Schutz beantragt, um eine finanzielle und operative Restrukturierung durchzuf眉hren, und wird weiterhin unter gerichtlicher Aufsicht als 'debtor-in-possession' betrieben. Das Unternehmen hat eine grunds盲tzliche Vereinbarung mit Oaktree-nahen Kreditgebern 眉ber eine Debtor-in-Possession-Finanzierung (DIP) erzielt, die noch der abschlie脽enden Dokumentation und der Genehmigung durch das Insolvenzgericht bedarf. Die Chapter-11-Anmeldung hat die Schuldenverpflichtungen des Unternehmens beschleunigt und erhebliche Zweifel an seiner Fortf眉hrungsf盲higkeit geweckt.
Finanziell meldete das Unternehmen f眉r die sechs Monate zum 30. Juni 2025 einen Nettoumsatz von $612.4 million und einen dem Stammaktion盲r zurechenbaren Nettoverlust von $116.5 million im gleichen Zeitraum. Zu den Bilanzkennzahlen zum 30. Juni 2025 geh枚ren $106.4 million an Zahlungsmitteln und Zahlungsmittel盲quivalenten, Gesamtverm枚gen von $591.7 million, Gesamtverbindlichkeiten von $1,077.1 million sowie ein Mangel an Umlaufverm枚gen von $632.3 million. Das Unternehmen gab ferner an, dass noch etwa $650.4 million an verbleibenden Erf眉llungsverpflichtungen bestehen, die voraussichtlich 2025 realisiert werden, und dass die Stammaktien wahrscheinlich vom Handel genommen werden, wobei das Eigenkapital im Rahmen eines Chapter-11-Plans gestrichen werden d眉rfte.
- DIP financing agreement in principle with Oaktree-affiliated lenders to support restructuring (subject to documentation and court approval)
- Continued operations as debtor-in-possession, with first-day motions filed to preserve ongoing business functions
- Scale of operations: $612.4 million of net sales for the six months ended June 30, 2025
- Material backlog: approximately $650.4 million of remaining performance obligations expected to be recognized during 2025
- Concentrated, large customers (GE and Vestas) account for a substantial portion of sales, supporting demand visibility
- Chapter 11 filing that accelerated debt obligations and created substantial uncertainty about the company鈥檚 ability to continue as a going concern
- Substantial doubt about going concern noted by management given liquidity constraints and operating losses
- Working capital deficiency of $632.3 million and total liabilities of $1,077.1 million at June 30, 2025
- Six-month net loss attributable to common stockholders of $116.5 million and negative cash flow: unrestricted cash decline materially from prior period
- Acceleration of major debt: borrowings under the term loan (~$465.9M) and convertible notes ($132.5M) were accelerated and classified as current
- Labor strike in T眉rkiye and a temporary production stoppage in Mexico materially impacted production and liquidity
- Nasdaq non-compliance and expected delisting; company expects equity to be canceled under a chapter 11 plan
Insights
TL;DR: Chapter 11 filing and accelerated debt create acute liquidity and solvency pressure; restructuring financing is critical to avoid liquidation.
The company鈥檚 chapter 11 filing materially changed the balance-sheet profile by accelerating long-term debt and creating an immediate classification of substantially all indebtedness as current. Key metrics show scale of operations鈥�$612.4M in six-month net sales鈥攂ut persistent operating losses and cash burn produced a $116.5M net loss and a working capital deficit of $632.3M. The proposed DIP financing from Oaktree is a necessary bridge to preserve operations, but its effectiveness depends on final documentation and court approval. Given the debt acceleration, automatic stay protections, and significant professional and restructuring costs, creditor recoveries and equityholder outcomes are highly uncertain.
TL;DR: Bankruptcy allows a controlled restructuring path; DIP financing may sustain operations but equity is likely impaired.
The filing provides procedural tools鈥攕tay of enforcement, first-day motions, and a potential DIP facility鈥攖o stabilize operations and negotiate a plan. Material facts: aggregate borrowings under the term loan and convertible notes were disclosed at approximately $465.9M and $132.5M, respectively, and all long-term indebtedness was classified current due to acceleration. The company also disclosed significant contractual backlog ($650.4M) that could support post-restructuring revenue if production and labor issues are resolved. However, the combination of large current liabilities, cash decline and ongoing strike activity in T眉rkiye increases execution risk for any restructuring or sale process.
TPI Composites ha depositato istanza di protezione ai sensi del capitolo 11 per avviare una ristrutturazione finanziaria e operativa, continuando a operare come debitore in possesso sotto la supervisione del tribunale. L'azienda ha raggiunto un accordo di massima con creditori affiliati a Oaktree per un finanziamento DIP (debtor-in-possession), soggetto alla definizione finale della documentazione e all'approvazione del tribunale fallimentare. Il ricorso al capitolo 11 ha accelerato gli obblighi debitori dell'azienda e ha sollevato seri dubbi sulla sua capacit脿 di continuare la propria attivit脿 come azienda in funzionamento.
Dal punto di vista finanziario, la societ脿 ha riportato $612.4 million di vendite nette per i sei mesi terminati il 30 giugno 2025 e una perdita netta attribuibile agli azionisti ordinari di $116.5 million per lo stesso periodo. I principali dati di bilancio al 30 giugno 2025 includono $106.4 million di liquidit脿 e mezzi equivalenti, attivit脿 totali di $591.7 million, passivit脿 totali di $1,077.1 million e una carenza di capitale circolante di $632.3 million. La societ脿 ha inoltre dichiarato l'esistenza di circa $650.4 million di obblighi contrattuali residui da riconoscere nel 2025 e ha indicato che 猫 probabile che le azioni ordinarie vengano escluse dalla quotazione, con il capitale azionario destinato a essere annullato nell'ambito di un piano di ristrutturazione ai sensi del capitolo 11.
TPI Composites ha presentado una solicitud de protecci贸n conforme al cap铆tulo 11 para llevar a cabo una reestructuraci贸n financiera y operativa, y continuar谩 operando como deudor en posesi贸n bajo la supervisi贸n del tribunal. La compa帽铆a ha alcanzado un acuerdo de principio con prestamistas afiliados a Oaktree para un financiamiento DIP (debtor-in-possession), sujeto a la documentaci贸n final y a la aprobaci贸n del tribunal de quiebras. La presentaci贸n del cap铆tulo 11 aceler贸 las obligaciones de deuda de la empresa y gener贸 dudas significativas sobre su capacidad para continuar como negocio en marcha.
En el aspecto financiero, la compa帽铆a registr贸 $612.4 million en ventas netas en los seis meses terminados el 30 de junio de 2025 y una p茅rdida neta atribuible a los accionistas comunes de $116.5 million en el mismo per铆odo. Los puntos destacados del balance al 30 de junio de 2025 incluyen $106.4 million en efectivo y equivalentes de efectivo, activos totales por $591.7 million, pasivos totales por $1,077.1 million y un d茅ficit de capital de trabajo de $632.3 million. La compa帽铆a tambi茅n inform贸 aproximadamente $650.4 million en obligaciones pendientes de cumplimiento que se espera reconocer en 2025 y se帽al贸 que es probable que sus acciones ordinarias sean excluidas de cotizaci贸n, con el patrimonio que se espera sea cancelado en el marco de un plan del cap铆tulo 11.
TPI Composites電� 鞛 氚� 鞖挫榿 甑“臁办爼鞚� 於旍頃橁赴 鞙勴暣 毂曧劙 11 氤错樃毳� 鞁犾箔頄堨溂氅�, 氩曥洂鞚� 臧愲弲頃橃棎 毂勲鞛� 歆�鞙勲 瓿勳啀 鞖挫榿頃橁碃 鞛堨姷雼堧嫟. 須岇偓電� Oaktree 瓿勳棿 雽�欤茧嫧瓿检潣 毂勲鞛� 鞚胳垬 旮堨湹(DIP) 旮半掣 頃╈潣鞐� 霃勲嫭頄堨溂雮�, 鞚措姅 斓滌 氍胳劀頇旍檧 韺岇偘氩曥洂 鞀轨澑 雽�靸侅瀰雼堧嫟. 毂曧劙 11 鞁犾箔鞚� 須岇偓鞚� 毂勲 靸來櫂鞚� 臁瓣赴頇旐枅鞙茧┌ 瓿勳啀旮办梾鞙茧靹滌潣 臁挫啀 臧�電レ劚鞐� 欷戨寑頃� 鞚橂鞚� 鞝滉赴頄堨姷雼堧嫟.
鞛鞝侅溂搿� 須岇偓電� 2025雲� 6鞗� 30鞚茧 雭濍倶電� 6臧滌洈 霃欖晥 $612.4 million鞚� 靾滊Г於滌潉 氤搓碃頄堨溂氅� 臧欖潃 旮瓣皠 氤错喌欤检＜ 攴�靻� 靾滌啇鞁れ潃 $116.5 million鞛呺媹雼�. 2025雲� 6鞗� 30鞚� 旮办 雽�彀寑臁绊憸 欤检殧 頃鞙茧電� $106.4 million鞚� 順勱笀 氚� 順勱笀靹膘瀽靷�, 齑濎瀽靷� $591.7 million, 齑濍秬毂� $1,077.1 million, 鞖挫爠鞛愲掣 攵�臁膘暋 $632.3 million鞚� 韽暔霅╇媹雼�. 須岇偓電� 霕愴暅 2025雲勳棎 鞚胳嫕霅� 瓴冹溂搿� 鞓堨儊霅橂姅 鞎� $650.4 million鞚� 鞛旍棳 鞚错枆 鞚橂臧� 鞛堨溂氅�, 氤错喌欤茧姅 靸侅灔 韽愳霅� 臧�電レ劚鞚� 雴掙碃 鞛愲掣鞚� 毂曧劙 11 瓿勴殟 頃橃棎 靻岆└霅� 瓴冹溂搿� 氚濏様鞀惦媹雼�.
TPI Composites a d茅pos茅 une demande de protection au titre du chapitre 11 afin d'engager une restructuration financi猫re et op茅rationnelle, tout en continuant d'op茅rer en tant que d茅biteur en possession sous la supervision du tribunal. La soci茅t茅 a conclu un accord de principe avec des pr锚teurs affili茅s 脿 Oaktree pour un financement DIP (debtor-in-possession), sous r茅serve de la documentation finale et de l'approbation du tribunal des faillites. Le d茅p么t au titre du chapitre 11 a acc茅l茅r茅 les obligations de dette de la soci茅t茅 et soulev茅 de s茅rieux doutes quant 脿 sa capacit茅 脿 poursuivre son activit茅.
Sur le plan financier, la soci茅t茅 a d茅clar茅 $612.4 million de ventes nettes pour les six mois clos le 30 juin 2025 et une perte nette attribuable aux actionnaires ordinaires de $116.5 million pour la m锚me p茅riode. Les points saillants du bilan au 30 juin 2025 incluent $106.4 million de tr茅sorerie et 茅quivalents de tr茅sorerie, des actifs totaux de $591.7 million, des passifs totaux de $1,077.1 million et un d茅ficit de fonds de roulement de $632.3 million. La soci茅t茅 a 茅galement indiqu茅 environ $650.4 million d'obligations d'ex茅cution restantes qui devraient 锚tre comptabilis茅es en 2025 et a pr茅cis茅 que ses actions ordinaires seront probablement radi茅es, le capital social devant 锚tre annul茅 dans le cadre d'un plan au titre du chapitre 11.
TPI Composites hat nach Chapter 11 Schutz beantragt, um eine finanzielle und operative Restrukturierung durchzuf眉hren, und wird weiterhin unter gerichtlicher Aufsicht als 'debtor-in-possession' betrieben. Das Unternehmen hat eine grunds盲tzliche Vereinbarung mit Oaktree-nahen Kreditgebern 眉ber eine Debtor-in-Possession-Finanzierung (DIP) erzielt, die noch der abschlie脽enden Dokumentation und der Genehmigung durch das Insolvenzgericht bedarf. Die Chapter-11-Anmeldung hat die Schuldenverpflichtungen des Unternehmens beschleunigt und erhebliche Zweifel an seiner Fortf眉hrungsf盲higkeit geweckt.
Finanziell meldete das Unternehmen f眉r die sechs Monate zum 30. Juni 2025 einen Nettoumsatz von $612.4 million und einen dem Stammaktion盲r zurechenbaren Nettoverlust von $116.5 million im gleichen Zeitraum. Zu den Bilanzkennzahlen zum 30. Juni 2025 geh枚ren $106.4 million an Zahlungsmitteln und Zahlungsmittel盲quivalenten, Gesamtverm枚gen von $591.7 million, Gesamtverbindlichkeiten von $1,077.1 million sowie ein Mangel an Umlaufverm枚gen von $632.3 million. Das Unternehmen gab ferner an, dass noch etwa $650.4 million an verbleibenden Erf眉llungsverpflichtungen bestehen, die voraussichtlich 2025 realisiert werden, und dass die Stammaktien wahrscheinlich vom Handel genommen werden, wobei das Eigenkapital im Rahmen eines Chapter-11-Plans gestrichen werden d眉rfte.
06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
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including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 July 31, 2025, there were
TPI COMPOSITES, INC. AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION |
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ITEM 1. |
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Condensed Consolidated Financial Statements (Unaudited) |
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6 |
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Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 |
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6 |
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Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 |
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7 |
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Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024 |
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8 |
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Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2025 and 2024 |
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9 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 |
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11 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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13 |
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ITEM 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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28 |
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ITEM 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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41 |
|
|
|
|
|
ITEM 4. |
|
Controls and Procedures |
|
42 |
|
|
|
|
|
PART II. OTHER INFORMATION |
|
|
||
|
|
|
|
|
ITEM 1. |
|
Legal Proceedings |
|
43 |
|
|
|
|
|
ITEM 1A. |
|
Risk Factors |
|
43 |
|
|
|
|
|
ITEM 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
46 |
|
|
|
|
|
ITEM 3. |
|
Defaults Upon Senior Securities |
|
47 |
|
|
|
|
|
ITEM 4. |
|
Mine Safety Disclosures |
|
47 |
|
|
|
|
|
ITEM 5. |
|
Other Information |
|
47 |
|
|
|
|
|
ITEM 6. |
|
Exhibits |
|
48 |
|
|
|
|
|
SIGNATURES |
|
49 |
||
1
NOTE REGARDING CHAPTER 11 PROCEEDINGS
On August 11, 2025 (the “Petition Date”), TPI Composites, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (such subsidiaries, together with the Company, collectively, the “Company Parties” or the “Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code” and such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Documents filed on the docket of, and other information related to, the Chapter 11 Cases are available at https://restructuring.ra.kroll.com/TPIComposites. Documents and other information available on such website are not part of this document and shall not be deemed incorporated by reference in this document.
The Chapter 11 Cases were filed in order to facilitate a financial and operational restructuring of the Company’s business and balance sheet. The Company continues to operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company has filed customary “first-day” motions with the Bankruptcy Court seeking authorization to support ongoing operations during the Chapter 11 Cases, including, among others, motions to (i) pay employee wages and benefits, (ii) pay certain critical vendors and suppliers for goods and services provided before the commencement of the Chapter 11 Cases, (iii) establish procedures for trading the Company’s stock, and (iv) continue honoring insurance and tax obligations as they come due. The Debtors have also reached an agreement with Oaktree Fund Administration LLC as administrative agent (the “Administrative Agent”) and certain other lenders affiliated with Oaktree Capital Management (collectively, the “DIP Lenders”) to obtain financing intended to facilitate the Company’s financial and operational restructuring pursuant to the Chapter 11 Cases (such financing, the “DIP Financing”), which financing remains subject to the execution of final documentation and approval of the Bankruptcy Court.
Substantial doubt about the Company’s ability to continue as a going concern exists in light of its Chapter 11 Cases. The Company’s ability to continue as a going concern is contingent upon, among other things, its ability to confirm a chapter 11 plan, consummate a restructuring transaction, and successfully emerge from the Chapter 11 Cases and generate sufficient liquidity to meet its obligations and operating needs.
Although management believes the Chapter 11 Cases will provide the Company with the necessary tools and protections to reach an agreement on, and implement, a restructuring transaction, the commencement of the Chapter 11 Cases constituted an event of default (and an acceleration event) under certain of the Company’s debt agreements and the enforcement of any remedies in respect of such default and acceleration is automatically stayed as a result of the Chapter 11 Cases. There are a number of risks and uncertainties associated with the Company’s chapter 11 filing, including (a) the Company may never confirm a chapter 11 plan or emerge from the Chapter 11 Cases, and (b) the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries. See Part II, Item 1A – Risk Factors for a discussion of risks related to the Chapter 11 proceedings.
The Company continues to work with key stakeholders to negotiate the terms of a comprehensive restructuring to facilitate the Company's emergence from the Chapter 11 Cases. Accordingly, any restructuring transaction remains subject to negotiation and approval by the Bankruptcy Court, among other things. As a result, the Company has concluded that management’s plans at this stage do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
Additionally, the Company cannot assure you that its creditors or stockholders will receive any recovery in connection with the Chapter 11 Cases. The Company also cautions that trading in the Company’s common stock during the pendency of the Chapter 11 Cases is highly speculative, poses substantial risks, and is subject to potential restrictions imposed by the Bankruptcy Court. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 Cases. The Company expects that its common stock will be delisted from the Nasdaq Global Market and begin trading in the over-the-counter (“OTC”) market. Accordingly, the Company urges caution with respect to existing and future investments in its common stock. Further, the Company expects that holders of the Company’s common stock will not receive distributions in the Chapter 11 Cases, and that the equity will be canceled under a chapter 11 plan.
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
3
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, 2024 filed with the United States Securities and Exchange Commission (SEC) on February 20, 2025 the
4
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.
5
PART I. FINANCIAL INFORMATION
ITEM l. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands, except par value data) |
|
|||||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Assets held for sale |
|
|
|
|
|
|
||
Current assets of discontinued operations |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Operating lease right of use assets |
|
|
|
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
Accrued warranty |
|
|
|
|
|
|
||
Current maturities of long-term debt |
|
|
|
|
|
|
||
Current operating lease liabilities |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Current liabilities of discontinued operations |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term debt, net of current maturities |
|
|
|
|
|
|
||
Noncurrent operating lease liabilities |
|
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Stockholders’ deficit: |
|
|
|
|
|
|
||
Common shares, $ |
|
|
|
|
|
|
||
Paid-in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Treasury stock, at cost, |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ deficit |
|
|
( |
) |
|
|
( |
) |
Total liabilities and stockholders’ deficit |
|
$ |
|
|
$ |
|
||
See accompanying notes to our unaudited condensed consolidated financial statements.
6
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands, except per share data) |
|
|||||||||||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Startup and transition costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on sale of assets and asset impairments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charges, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from continuing operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency (loss) income |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Miscellaneous (expense) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Total other expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss from continuing operations before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax benefit (provision) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss from continuing operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) from discontinued operations |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares of common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss from continuing operations per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from discontinued operations per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See accompanying notes to our unaudited condensed consolidated financial statements.
7
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Net loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss attributable to common stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amortization of unrecognized actuarial losses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain (loss) on hedging derivatives, net of taxes of |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Reclassification of loss on hedging derivatives, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See accompanying notes to our unaudited condensed consolidated financial statements.
8
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Common |
|
|
Paid-in |
|
|
other comprehensive |
|
|
Accumulated |
|
|
Treasury stock, |
|
|
Total stockholders' |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
loss |
|
|
deficit |
|
|
at cost |
|
|
deficit |
|
|||||||
|
|
(in thousands) |
|
|||||||||||||||||||||||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Issuances under share- |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Share-based |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Issuances under share- |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Share-based |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
9
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Common |
|
|
Paid-in |
|
|
other comprehensive |
|
|
Accumulated |
|
|
Treasury stock, |
|
|
Total stockholders' |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
loss |
|
|
deficit |
|
|
at cost |
|
|
deficit |
|
|||||||
|
|
(in thousands) |
|
|||||||||||||||||||||||||
Balance at December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Issuances under share- |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Share-based |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Issuances under share- |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Share-based |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
See accompanying notes to our unaudited condensed consolidated financial statements.
10
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Loss on sale of assets and asset impairments |
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Paid-in-kind interest |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Contract assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Operating lease right of use assets and operating lease liabilities |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
( |
) |
|
|
( |
) |
Other current assets |
|
|
( |
) |
|
|
|
|
Other noncurrent assets |
|
|
|
|
|
( |
) |
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Accrued warranty |
|
|
|
|
|
( |
) |
|
Other noncurrent liabilities |
|
|
|
|
|
( |
) |
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from working capital loans |
|
|
|
|
|
|
||
Repayments of working capital loans |
|
|
( |
) |
|
|
( |
) |
Payments of deferred debt restructuring costs |
|
|
( |
) |
|
|
|
|
Principal repayments of finance leases |
|
|
( |
) |
|
|
( |
) |
Proceeds from (repayments of) other debt |
|
|
|
|
|
( |
) |
|
Repurchase of common stock including shares withheld in lieu of income taxes |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Impact of foreign exchange rates on cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Net change in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash, beginning of year |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
See accompanying notes to our unaudited condensed consolidated financial statements.
11
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes, net of refunds |
|
|
|
|
|
|
||
Noncash investing and financing activities: |
|
|
|
|
|
|
||
Right of use assets obtained in exchange for new operating lease liabilities |
|
|
|
|
|
|
||
Property, plant, and equipment obtained in exchange for new finance lease liabilities |
|
|
|
|
|
|
||
Accrued capital expenditures in accounts payable |
|
|
|
|
|
|
||
Reconciliation of Cash, Cash Equivalents and Restricted Cash: |
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
|
December 31, |
|
||||
|
|
2025 |
|
|
2024 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash shown in |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See accompanying notes to our unaudited condensed consolidated financial statements.
12
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. 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, 2024 included in our Annual Report on Form 10-K. 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. 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 June 30, 2025, and the results of our operations, comprehensive income (loss) and cash flows for the periods presented. Interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full 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.
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.
Going Concern
In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, we evaluate on a quarterly basis whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Our condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of June 30, 2025, we had unrestricted cash and cash equivalents, including those related to discontinued operations, of $
Further, as disclosed in the following section, subsequent to the balance sheet date, the Company filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court, which is an event of default that accelerated our debt obligations. Based on this, and on our evaluation of our current forecast and liquidity assessment, our unrestricted cash and cash equivalents, cash flows from operating activities, availability and commitments under existing financing agreements, and factors that arose during the second quarter of 2025, we have concluded that these factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is actively undergoing a restructuring, there can be no assurance that such restructuring will be successfully implemented or that it will be sufficient to mitigate the conditions raising substantial doubt. Therefore, substantial doubt exists regarding our ability to continue as a going concern for a period of at least twelve months from the date our condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
13
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Voluntary Petition for Reorganization
As disclosed in Note 18, Subsequent Events, on August 11, 2025, the Debtors each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court.
The Company continues to operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company has filed customary “first-day” motions with the Bankruptcy Court seeking authorization to support ongoing operations during the Chapter 11 Cases, including to (i) pay employee wages and benefits, (ii) pay certain critical vendors and suppliers for goods and services provided before the commencement of the Chapter 11 Cases, (iii) establish procedures for trading the Company’s stock, and (iv) continue honoring insurance and tax obligations as they come due.
The commencement of the Chapter 11 Cases constituted an event of default that accelerated all of the Company’s obligations under the documents governing the Credit Agreement and the
The bankruptcy filing represents an adverse event that creates substantial uncertainty regarding the Company’s ability to recover its assets and satisfy its liabilities in the ordinary course of business. In this regard, while management believes the Company will be able to emerge from the Chapter 11 Cases and continue to operate as a viable going concern, the Company may never confirm a chapter 11 plan or emerge from the Chapter 11 Cases, and the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, which may impact the Company’s ability to successfully emerge from bankruptcy. Any restructuring transaction remains subject to negotiation and approval by the Bankruptcy Court, among other things. Accordingly, management can provide no assurance that a restructuring transaction will be consummated.
Recently Issued Accounting Pronouncements - Adopted
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to increase reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the standard for annual disclosure requirements on January 1, 2024, and adopted the standard for interim periods on January 1, 2025. See Note 17 – Segment Reporting.
Recently Issued Accounting Pronouncements - Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments intended to improve the effectiveness of income tax disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2024, and allows the use of a prospective or retrospective approach. The Company is assessing the updated guidance; however, it is not expected to have a material impact on our annual disclosures in our Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of goods sold and general and administrative expenses). ASU 2024-03 is effective for the Company’s fiscal year beginning
14
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
January 1, 2027 and allows the use of a prospective or retrospective approach. The Company is currently assessing the impact to our Consolidated Financial Statements.
Note 2. Discontinued Operations
On June 30, 2024, we completed the divestiture of our wholly-owned subsidiary, TPI, Inc. (the Automotive subsidiary). The Automotive subsidiary was engaged in the development, commercialization and implementation of the Company’s automotive industry related products. The divestiture constituted a strategic shift as the Company will focus entirely on executing on its core business in the wind industry going forward, and accordingly, the historical results of our Automotive subsidiary have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets.
A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Operations are as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
(in thousands) |
|
|||||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss on sale of assets and asset impairments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on sale of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charges, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Income (loss) from discontinued operations |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before income taxes |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income tax provision |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) from discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
The following table presents summarized cash flows from discontinued operations that are included in the Condensed Consolidated Statements of Cash Flows:
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Net cash (used in) provided by operating activities from discontinued operations |
|
$ |
( |
) |
|
$ |
|
|
Net cash used in investing activities from discontinued operations |
|
|
|
|
|
( |
) |
|
Additional non-cash items related to operating activities from discontinued operations: |
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
( |
) |
|
Depreciation and amortization |
|
|
|
|
|
|
||
Note 3. 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) Revenue Recognition, to the Notes to Consolidated Financial Statements within our Annual Report on Form 10-K for the year ended December 31, 2024.
The following tables represent the disaggregation of our net sales by product for each of our reportable segments:
15
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
U.S. |
|
|
Mexico |
|
|
EMEA |
|
|
India |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Wind blade, tooling and other wind |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Field service, inspection and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Three Months Ended June 30, 2024 |
|
|||||||||||||||||
|
|
U.S. |
|
|
Mexico |
|
|
EMEA |
|
|
India |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Wind blade, tooling and other wind |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Field service, inspection and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
U.S. |
|
|
Mexico |
|
|
EMEA |
|
|
India |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Wind blade, tooling and other wind |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Field service, inspection and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Six Months Ended June 30, 2024 |
|
|||||||||||||||||
|
|
U.S. |
|
|
Mexico |
|
|
EMEA |
|
|
India |
|
|
Total |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Wind blade, tooling and other wind |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Field service, inspection and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
For a further discussion regarding our operating segments, see Note 17 – Segment Reporting.
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. 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.
16
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Contract assets and contract liabilities consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
|
|
|
|||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
|
|
(in thousands) |
|
|||||||||
Gross contract assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less: reclassification from contract liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Contract assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
June 30, |
|
|
December 31, |
|
|
|
|
|||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
|
|
(in thousands) |
|
|||||||||
Gross contract liabilities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Less: reclassification to contract assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Contract liabilities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Gross contract assets increased by $
For the six months ended June 30, 2025, we recognized $
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.
As of June 30, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations to be satisfied in future periods was approximately $
For the three and six months ended June 30, 2025, net revenue recognized from our performance obligations satisfied in previous periods decreased by $
Note 4. 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 16 – Concentration of Customers.
We maintain our 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 $
We also maintain cash in bank deposit accounts outside the U.S. that are not subject to FDIC limits. At June 30, 2025, this included $
17
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5. Related Party Transactions
Related party transactions include transactions between the Company and certain of its affiliates. The following transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.
The Company has a lease agreement with Dere Construction Taahhut A.S. (“Dere Construction”) that commenced in 2015 and continues for a term through April 30, 2028, and includes various options to renew. In February 2025, Dere Construction reported that it had acquired
Note 6. Accrued Warranty
The warranty accrual activity consisted of the following:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Warranty accrual at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accrual during the period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of warranty services provided during the period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Changes in estimate for pre-existing warranties, |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Warranty accrual at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 7. Debt
Long-term debt, net of current maturities, consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
Unsecured financing—EMEA |
|
|
|
|
|
|
||
Secured and unsecured working capital—India |
|
|
|
|
|
|
||
Other debt and equipment finance leases |
|
|
|
|
|
|
||
Total debt—principal |
|
|
|
|
|
|
||
Less: Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: Debt discount (3) |
|
|
( |
) |
|
|
( |
) |
Total debt, net of debt issuance costs and debt discount |
|
|
|
|
|
|
||
Less: Current maturities of long-term debt (4) |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net of current maturities |
|
$ |
|
|
$ |
|
||
(1)
(2)
(3)
(4) The commencement of the Chapter 11 proceedings constituted an event of default that accelerated the Company’s obligations under the Term Loan and Convertible Notes (without any action on the part of such noteholders). Accordingly, all long-term
18
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
debt was classified as current on the unaudited condensed consolidated balance sheet as of June 30, 2025. Any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 proceedings and rights to enforcement under such debt instruments are subject to the applicable provisions of the Bankruptcy Code. See Note 18 – Subsequent Events for further information.
Note 8. Share-Based Compensation Plans
During the six months ended June 30, 2025, we granted to certain employees an aggregate of
The share-based compensation expense recognized in the condensed consolidated statements of operations was as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Cost of goods sold |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total share-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The share-based compensation expense recognized by award type was as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
RSUs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSUs |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total share-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 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 and
The Company has an operating lease with Dere Construction, which is a related party (see Note 5 – Related Party Transactions).
The filing of the Chapter 11 Cases on August 11, 2025 constitutes an event of default under certain of the Company's lease agreements, subject to the automatic stay resulting from the Chapter 11 Cases. For additional information on the Company's ongoing bankruptcy proceedings and its related automatic stay and other protections, refer to Note 18 – Subsequent Events.
19
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The components of lease cost were as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Total operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of assets under finance leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest on finance leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total finance lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total finance lease assets and liabilities were as follows:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Finance Leases |
|
|
|
|
|
|
||
Property, plant and equipment, gross |
|
$ |
|
|
$ |
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
Long-term debt, net of current maturities |
|
|
|
|
|
|
||
Total finance lease liabilities |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information related to leases was as follows:
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance leases |
|
|
|
|
|
|
||
Financing cash flows from finance leases |
|
|
|
|
|
|
||
Note 10. Financial Instruments
Foreign Exchange Derivative Contracts
We use foreign exchange derivative contracts, such as call option and 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 derivative contracts for speculative or trading purposes.
Both our foreign exchange call option contracts and foreign exchange forward contracts qualified for accounting as cash flow hedges in accordance with Accounting Standards Codification Topic 815, Derivatives and Hedging, and we designated them as such.
Mexican Peso
With regards to our foreign exchange call option contracts, for the three and six months ended June 30, 2025, $
20
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
approximately $
Turkish Lira
As of June 30, 2025, the notional values associated with our foreign exchange forward contracts is approximately
The fair values and location of our financial instruments in our condensed consolidated balance sheets were as follows:
|
|
Condensed Consolidated |
|
June 30, |
|
|
December 31, |
|
||
Financial Instrument |
|
Balance Sheet Line Item |
|
2025 |
|
|
2024 |
|
||
|
|
|
|
(in thousands) |
|
|||||
Foreign exchange call option contracts |
|
Other current assets |
|
$ |
|
|
$ |
|
||
Foreign exchange forward contracts |
|
Other current assets |
|
|
|
|
|
|
||
Foreign exchange forward contracts |
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
The following table presents the pretax loss (gain) amounts reclassified from accumulated other comprehensive loss into our condensed consolidated statements of operations:
Accumulated |
|
Condensed Consolidated |
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
Other Comprehensive |
|
Statement of Operations |
|
June 30, |
|
|
June 30, |
|
||||||||||
Loss Component |
|
Line Item |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
(in thousands) |
|
|||||||||||||
Foreign exchange call option contracts |
|
Other income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Foreign exchange call option contracts |
|
Cost of sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign exchange forward contracts |
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Note 11. Employee Benefit Plans
Defined Contribution Plans
We maintain a 401(k) plan for all of our U.S. employees. Under the 401(k) plan, eligible employees may contribute, subject to statutory limitations, a percentage of their salaries. We currently match
In Mexico, we maintain an annual savings fund, which matches the employee contribution each week, based on the Mexican statutory maximum of
Defined Benefit Plans
In Türkiye we provide benefits for virtually all employee terminations who have completed one year of service, including retirement and voluntary and involuntary terminations. The annual net periodic benefit cost and projected benefit obligations related to this plan are determined annually on December 31, unless a remeasurement event occurs in an interim period. This determination requires assumptions to be made concerning general economic conditions (particularly interest rates), increases to compensation levels, and service period trends. Changes in the assumptions to reflect actual experience can result in a change in the net periodic benefit cost and projected benefit obligations. If actual experience differs from these assumptions, the difference is recorded as an actuarial gain (loss) and amortized into earnings over a period of time based on the average future service period, which may cause the expense related to providing these benefits to increase or decrease.
Note 12. Income Taxes
For the three and six months ended June 30, 2025, we reported an income tax benefit of $
21
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
decreased income tax provision during the three and six months ended June 30, 2025, resulted primarily from the change in the mix of earnings from foreign jurisdictions, valuation allowance, and reduction in certain permanent adjustments.
We do not record a deferred tax liability related to unremitted earnings as we maintain our assertion to indefinitely reinvest our unremitted foreign earnings.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, including modifications to the international tax framework, restoration of tax treatment for certain business provisions, and accelerated the phase-out of certain Inflation Reduction Act incentives, including the advanced manufacturing production credit. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are evaluating the potential impact of these changes, but we currently do not anticipate a material impact on our consolidated financial statements.
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 |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands, except per share data) |
|
|||||||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net income (loss) from discontinued operations |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from continuing operations per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from discontinued operations per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive shares excluded from the calculation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive share-based compensation awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
22
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 14. Stockholders’ Deficit
Accumulated Other Comprehensive Loss
The following tables presents the changes in accumulated other comprehensive loss (AOCL) by component:
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||
|
|
Foreign |
|
|
Accrued |
|
|
|
|
|
|
|
||||
|
|
currency |
|
|
post-retirement |
|
|
Foreign |
|
|
|
|
||||
|
|
translation |
|
|
benefit |
|
|
exchange |
|
|
Total |
|
||||
|
|
adjustments |
|
|
liability |
|
|
contracts |
|
|
AOCL |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Balance at December 31, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Amounts reclassified from AOCL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance at March 31, 2025 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from AOCL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at June 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Six Months Ended June 30, 2024 |
|
|||||||||||||
|
|
Foreign |
|
|
Accrued |
|
|
|
|
|
|
|
||||
|
|
currency |
|
|
post-retirement |
|
|
Foreign |
|
|
|
|
||||
|
|
translation |
|
|
benefit |
|
|
exchange |
|
|
Total |
|
||||
|
|
adjustments |
|
|
liability |
|
|
contracts |
|
|
AOCL |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Balance at December 31, 2023 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive loss before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts reclassified from AOCL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive loss |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at March 31, 2024 |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Other comprehensive loss before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts reclassified from AOCL |
|
|
|
|
|
|
|
|
|
|
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||||
Net tax effect |
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||||
Net current period other comprehensive loss |
|
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( |
) |
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( |
) |
||
Balance at June 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Note 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 $
23
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2025, the independent expert submitted its assessment to the court, which concluded that Senvion was not insolvent at the time when the Company received substantially all of the payments from Senvion. Based on the results of the independent expert’s assessment, we believe we have meritorious defenses to the alleged voidance claims, and any subsequent challenges by the insolvency estate to the expert’s assessment would not be expected to have a material impact on our financial condition, results of operations, or cash flows.
Automatic Stay and Other Protections
Subject to certain exceptions under the Bankruptcy Code, pursuant to section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Company or its property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Company’s bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above and other protections afforded by the Bankruptcy Code, certain actions may continue pursuant to certain governmental powers.
Collective Bargaining Agreements
In March 2025, we agreed to an amendment to our collective bargaining agreement with our associates in Matamoros, Mexico, which is in effect through March 2027.
Certain of our associates in Türkiye are covered by a collective bargaining agreement. This collective bargaining agreement expired at the end of December 31, 2024. On May 13, 2025, our manufacturing production employees at both of our facilities in Izmir, Türkiye, who are represented by a labor union and comprise approximately
Note 16. Concentration of Customers
Net sales from certain customers (in thousands) in excess of
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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||||||||||||||||||||
Customer |
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Net sales |
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% of Total |
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Net sales |
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% of Total |
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Net sales |
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% of Total |
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Net sales |
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% of Total |
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||||||||
GE |
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$ |
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% |
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$ |
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% |
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$ |
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% |
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$ |
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% |
||||||||
Vestas |
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||||||||
Nordex |
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||||||||
Trade accounts receivable from certain customers in excess of
|
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June 30, |
|
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December 31, |
|
||
|
|
2025 |
|
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2024 |
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||
Customer |
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% of Total |
|
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% of Total |
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||
GE |
|
|
% |
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% |
||
Vestas |
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||
Nordex |
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||
Note 17. Segment Reporting
We report our results of operations for our
Our U.S. and India segments operate in the U.S. dollar. Our Mexico segment operates in its local currency, the Mexican Peso, and includes a U.S. parent company that operates in the U.S. dollar. Our EMEA segment operates in the Euro.
24
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables set forth certain information regarding each of our segments:
|
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Three Months Ended |
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Six Months Ended |
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||||||||||
|
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June 30, |
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June 30, |
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||||||||||
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2025 |
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2024 |
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2025 |
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2024 |
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||||
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(in thousands) |
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|||||||||||||
Net sales by segment (and geographic location): |
|
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||||
U.S. |
|
$ |
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$ |
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$ |
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$ |
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||||
Mexico |
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EMEA |
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India |
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||||
Total net sales |
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$ |
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$ |
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$ |
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$ |
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||||
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Cost of goods sold: |
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U.S. |
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$ |
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$ |
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$ |
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$ |
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||||
Mexico |
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EMEA |
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India |
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Total cost of goods sold |
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$ |
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$ |
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$ |
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$ |
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||||
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Other segment expenses (1): |
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||||
U.S. |
|
$ |
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$ |
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$ |
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$ |
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||||
Mexico |
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EMEA |
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( |
) |
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( |
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India |
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Total other segment expenses |
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$ |
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$ |
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$ |
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$ |
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||||
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Income (loss) from continuing operations: |
|
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||||
U.S. |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Mexico |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
EMEA |
|
|
( |
) |
|
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|
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( |
) |
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India |
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Total loss from continuing operations |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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) |
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||||
Capital expenditures: |
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U.S. |
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$ |
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$ |
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$ |
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$ |
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Mexico |
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EMEA |
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India |
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Total capital expenditures |
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$ |
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$ |
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$ |
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$ |
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Depreciation and amortization: |
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||||
U.S. |
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$ |
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$ |
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$ |
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$ |
|
||||
Mexico |
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EMEA |
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India |
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Total depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
25
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
June 30, |
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|
December 31, |
|
||
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2025 |
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2024 |
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(in thousands) |
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Tangible long-lived assets: |
|
|
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|
||
U.S. |
|
$ |
|
|
$ |
|
||
Mexico |
|
|
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||
EMEA |
|
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|
||
India |
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|
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|
||
Total tangible long-lived assets |
|
$ |
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|
$ |
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||
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|
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|
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|
||
Total assets: |
|
|
|
|
|
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Mexico |
|
|
|
|
|
|
||
EMEA |
|
|
|
|
|
|
||
India |
|
|
|
|
|
|
||
Total assets from continuing operations |
|
$ |
|
|
$ |
|
||
(1)
Note 18. Subsequent Events
On the Petition Date, the Debtors each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. Documents filed on the docket of, and other information related to, the Chapter 11 Cases are available at https://restructuring.ra.kroll.com/TPIComposites. Documents and other information available on such website are not part of this document and shall not be deemed incorporated by reference in this documentation.
The Chapter 11 Cases were filed in order to facilitate a financial and operational restructuring of the Company’s business and balance sheet. The Company continues to operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company has filed customary first-day motions with the Bankruptcy Court seeking authorization to support ongoing operations during the Chapter 11 Cases, including, among others, motions to (i) pay employee wages and benefits, (ii) pay certain critical vendors and suppliers for goods and services provided before the commencement of the Chapter 11 Cases, (iii) establish procedures for trading the Company’s stock, and (iv) continue honoring insurance and tax obligations as they come due. The Debtors have also reached an agreement with Oaktree Fund Administration LLC as administrative agent (the “Administrative Agent”) and certain other lenders affiliated with the DIP Lenders to obtain financing intended to facilitate the Company's financial and operational restructuring pursuant to the Chapter 11 Cases, which financing remains subject to the execution of the final document.
Effect of Chapter 11 Cases & Automatic Stay on Pre-Petition Debt Obligations
The commencement of the Chapter 11 Cases constituted an event of default that accelerated substantially all of the Company’s obligations under the documents governing the Term Loan and the Convertible Notes as well as obligations under other Company agreements. As a result of the commencement of the Chapter 11 Cases, the principal amount, together with accrued and unpaid fees and interest thereon, and in the case of the indebtedness outstanding under the Term Loan, the paid-in-kind interest, shall be immediately due and payable. Accordingly, all long-term debt was classified as current on the unaudited condensed consolidated balance sheet as of June 30, 2025. However, any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors’ rights in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code.
Additionally, in connection with the Chapter 11 Cases, the Company has incurred, and expects to continue to incur, significant professional fees and other costs in connection with the Chapter 11 Cases. There can be no assurance that the Company’s current liquidity is sufficient to allow us to satisfy our obligations related to the Chapter 11 Cases.
26
TPI COMPOSITES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Adoption of ASC 852 – Reorganizations
For periods occurring after the Petition Date, the Company will adopt FASB ASC Topic 852 – Reorganizations, which specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings. These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business.
The Company is currently assessing whether or not it will qualify for fresh start accounting upon emergence from Chapter 11. If the Company were to meet the requirements to adopt the fresh start accounting rules, its assets and liabilities would be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on its unaudited condensed consolidated balance sheets.
Automatic Stay and Other Protections
Subject to certain exceptions under the Bankruptcy Code, pursuant to section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Company or its property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Company’s bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above and other protections afforded by the Bankruptcy Code, certain actions may continue pursuant to certain governmental powers.
On August 8, 2025, the Company received a written notification letter (the “Notification Letter”) from The NASDAQ Global Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5450(a)(1), which requires listed securities to maintain a minimum bid price of $
Based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from June 26, 2025 to August 7, 2025, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company’s listing on Nasdaq at this time. The Notification Letter states that the Company has 180 calendar days, or until February 4, 2026, to regain compliance with Nasdaq Listing Rule 5450(a)(1). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $
We expect to receive a notice of delisting from Nasdaq notifying us that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rule 5801, that our common stock will be delisted from Nasdaq and trading of our common stock was suspended immediately. Delisting will have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock is likely to become more volatile. Delisting may also reduce the number of investors willing to hold or acquire our common stock and negatively impact our ability to access equity markets and obtain financing. Delisting is expected to negatively impact your ability to sell or otherwise transact in our common stock. Our delisting from Nasdaq will become effective ten calendar days after the Form 25 is filed by Nasdaq and the de-registration of our common stock under Section 12(b) of the Exchange Act will become effective 90 days, or such shorter period as the SEC may determine, from the date of the Form 25 filing.
27
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. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on 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 Quarterly Report on Form 10-Q or in our previously filed Annual Report on Form 10-K for the year ended December 31, 2024, particularly those under the heading “Risk Factors.”
OVERVIEW
Our Company
We are an 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. We are headquartered in Scottsdale, Arizona and operate factories in the U.S., Mexico, Türkiye, and India. We operate additional engineering development centers in Denmark and Germany, and field services facilities in the U.S. and Spain.
Our business operations are defined geographically into four geographic operating segments—(1) the United States (U.S.), (2) Mexico, (3) Europe, the Middle East and Africa (EMEA) and (4) India. See Note 17 – Segment Reporting, to our condensed consolidated financial statements for more details about our operating segments.
We completed the divestiture of our automotive business in June 2024 and our tooling business on August 8, 2025.
KEY TRENDS AND RECENT DEVELOPMENTS AFFECTING OUR BUSINESS
Voluntary Petitions for Reorganization
On August 11, 2025 (the “Petition Date”), TPI Composites, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (such subsidiaries, together with the Company, collectively, the “Company Parties” or the “Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code” and such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Documents filed on the docket of, and other information related to, the Chapter 11 Cases are available at https://restructuring.ra.kroll.com/TPIComposites. Documents and other information available on such website are not part of this document and shall not be deemed incorporated by reference in this document.
The Chapter 11 Cases were filed in order to facilitate a financial and operational restructuring of the Company’s business and balance sheet. The Company continues to operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company has filed customary “first-day” motions with the Bankruptcy Court seeking authorization to support ongoing operations during the Chapter 11 Cases, including, among others, motions to (i) pay employee wages and benefits, (ii) pay certain critical vendors and suppliers for goods and services provided before the commencement of the Chapter 11 Cases, (iii) establish procedures for trading the Company’s stock, and (iv) continue honoring insurance and tax obligations as they come due. The Debtors have also reached an agreement with Oaktree Fund Administration, LLC as administrative agent (the “Administrative Agent”) and certain other lenders affiliated with Oaktree Capital Management (collectively, the “DIP Lenders”) to obtain financing intended to facilitate the Company’s financial and operational restructuring pursuant to the Chapter 11 Cases (such financing, the “DIP Financing”), which financing remains subject to the execution of final documentation and approval of the Bankruptcy Court.
The commencement of the Chapter 11 Cases constituted an event of default that accelerated all of the Company’s obligations under the documents governing the Credit Agreement and the Convertible Notes, amounting to borrowings of approximately $465.9 million and $132.5 million, respectively, plus any accrued but unpaid interest in respect thereof, as well as obligations under other Company agreements. As a result of the commencement of the Chapter 11 Cases, the principal amount, together with accrued and unpaid fees and interest thereon, and in the case of the indebtedness outstanding under the Senior Secured Term Loan, the paid-in-kind interest, shall be immediately due and payable. Any efforts to enforce payment obligations under the debt instruments are automatically stayed
28
as a result of the Chapter 11 Cases and the creditors’ rights in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code.
Notice of Non-Compliance
On August 8, 2025, the Company received the Notification Letter from The Nasdaq Global Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5450(a)(1), which requires listed securities to maintain a minimum bid price of $1.00 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from June 26, 2025 to August 7, 2025, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company’s listing on Nasdaq at this time. The Notification Letter states that the Company has 180 calendar days, or until February 4, 2026, to regain compliance with Nasdaq Listing Rule 5450(a)(1). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of ten (10) consecutive business days. If we do not regain compliance, Nasdaq will suspend trading of our common stock and commence delisting procedures from Nasdaq. We intend to consider all available options to regain compliance with the minimum bid price requirement, including in connection with our ongoing review of strategic alternatives.
Market update
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. The global demand for clean energy continues to rise, driven by factors such as the growing need for data centers dedicated to artificial intelligence, semiconductor chip manufacturers, the adoption of electric vehicles, and the electrification of buildings.
The U.S. continues to be our most important market. However, the U.S. market has been impacted by recent policy uncertainty for renewable energy coming from the current administration, which has resulted in a reduction in orders and investment dollars flowing into wind projects during the first half of 2025. In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S., which significantly changes the current wind energy tax credits, and phases out certain tax credits for wind components produced and sold after December 31, 2027. While this may result in higher near-term demand for wind blades in order for our customers to qualify for tax credits prior to expiration, these changes could have long-term implications that contribute to an overall lower outlook in the U.S. wind market.
We continue to monitor the global tariffs announced by the U.S. and assess the impacts of such tariffs on our business. Currently, the wind blades manufactured in our Mexico facilities that are imported into the U.S. are exempt from tariffs as they qualify under the U.S.-Mexico-Canada Agreement (USMCA) that has been in effect since July 2020. The wind blades manufactured in our Türkiye and India facilities are typically transferred to our customers once they have left our facilities and any import duties at the final installation destination are borne by our customers. We are subject to current tariffs on certain raw materials imported into the U.S. for use in production at our recently started Iowa manufacturing facility, but these are not expected to have a material impact on our business.
While long-term onshore market growth in Europe remains in sight, the economic viability of pursuing that demand with European-based manufacturing is becoming increasingly challenging. Historically, we have serviced the European market with our plants in Türkiye. We continue to expect a hyperinflationary environment in Türkiye and Türkiye’s monetary policy continues to limit Turkish Lira devaluation, resulting in a very challenging environment to export goods out of Türkiye. Furthermore, while we have successfully competed with Chinese wind blade manufacturers for years, their recent aggressive push to expand their presence in Europe and other regions outside of North America, supported by the Chinese government, has added to the challenging competitive environment outside of the U.S. Unlike the U.S., which has implemented tariffs to protect against unfair competition and tax laws to encourage near shoring and domestic manufacturing, European governments have not taken similar steps to meaningfully help suppliers like us that supply components to our OEM customers. The implementation of the Foreign Subsidies Regulation (FSR) by the EU and its recent more aggressive actions to combat unfairly subsidized Chinese products are encouraging, but their focus to date has been on protecting OEMs and active parts of wind turbines that could potentially be controlled remotely versus passive parts, such as the blades that we manufacture for our customers. As a result of these factors, the Company is reviewing strategic alternatives with respect to its operations in Türkiye.
Ongoing inflationary pressures have caused and may continue to cause many of our production expenses to increase, which adversely impacts our results of operations. The government of Mexico increased minimum wages approximately 12% and 20%, effective January 1, 2025 and 2024, respectively. In March 2025, we agreed to an amendment to our collective bargaining agreement with our associates in Matamoros, Mexico, and extended such agreement through March 2027. The government of Türkiye increased minimum wages approximately 30% and 49%, effective January 1, 2025 and January 1, 2024, respectively. While our customer contracts allow us to pass a portion of these increases to our customers, we will not be able to recover 100% of the increased labor costs caused by this
29
wage inflation. If our manufacturing facilities in these countries continue to experience wage inflation at these levels and the increased costs in local currency are not offset with favorable foreign currency fluctuations, such elevated wages will have a material impact on our results of operations.
Certain of our associates in Türkiye are covered by a collective bargaining agreement. This collective bargaining agreement expired at the end of December 31, 2024. On May 13, 2025, our manufacturing production employees at both of our facilities in Izmir, Türkiye, who are represented by a labor union and comprise approximately 78% of our total workforce in Türkiye, went on strike demanding a significant increase in their hourly wage rate and certain benefits, which would adversely impact the competitiveness of our operations in Türkiye. Production at both facilities remains suspended due to unsuccessful negotiations with the labor union representing our manufacturing production employees. The ongoing strike has had a significant impact on our results of operations for the three and six months ended June 30, 2025, and if we are unable to reach an agreement with the associates, it could have further material impacts on our results of operations.
During the six months ended June 30, 2025, our unrestricted cash and cash equivalents, including amounts related to discontinued operations, decreased by $90.7 million, including a decrease of $66.1 million during the three months ended June 30, 2025. The decrease in unrestricted cash and cash equivalents during the second quarter of 2025 was largely due to: (a) payments on credit facilities in Türkiye and India as a result of constrained borrowing capacity from our lenders, (b) the impacts of the ongoing labor strike by our manufacturing production associates at our facilities in Türkiye, which commenced on May 13, 2025, (c) the impact of lower than expected wind blade production volume at our Mexico facilities due to a temporary production stoppage from a safety stand-down in the second quarter of 2025, and (d) the impact of significant professional fees and other costs incurred in the second quarter of 2025 in connection with our capital restructuring activities and Chapter 11 Cases.
Overall, the various economic challenges presented in the markets where we operate, as discussed above, continue to create uncertainty in the industry’s near-term outlook and continue to challenge our operations. Based on our evaluation of our current forecast and liquidity assessment, our unrestricted cash and cash equivalents, cash flows from operating activities, availability and commitments under existing financing agreements, and factors that arose during the second quarter of 2025, we have concluded that these factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is actively undergoing a restructuring, there can be no assurance that such restructuring will be successfully implemented or that it will be sufficient to mitigate the conditions raising substantial doubt. Therefore, substantial doubt exists regarding our ability to continue as a going concern for a period of at least twelve months from the date our condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
30
KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE
In addition to measures of financial performance presented in our condensed consolidated financial statements in accordance with GAAP, we use certain other financial measures and operating metrics to analyze our performance. These “non-GAAP” financial measures consist of EBITDA, adjusted EBITDA, free cash flow and net cash (debt), which help us evaluate growth trends, establish budgets, assess operational efficiencies, oversee our overall liquidity, and evaluate our overall financial performance. The key operating metrics consist of wind blade sets produced, estimated megawatts of energy capacity to be generated by wind blade sets produced, utilization, dedicated manufacturing lines, manufacturing lines installed, and weighted-average sales price (ASP) per wind blade, all of which help us evaluate our operational performance. We believe that these measures are useful to investors in evaluating our 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 for the year ended December 31, 2024.
KEY FINANCIAL MEASURES
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Net sales |
|
$ |
276,245 |
|
|
$ |
309,817 |
|
|
$ |
612,402 |
|
|
$ |
603,863 |
|
Net loss from continuing operations |
|
|
(68,575 |
) |
|
|
(61,496 |
) |
|
|
(116,866 |
) |
|
|
(122,375 |
) |
EBITDA (1) |
|
|
(37,639 |
) |
|
|
(29,322 |
) |
|
|
(54,419 |
) |
|
|
(57,538 |
) |
Adjusted EBITDA (1) |
|
|
(26,441 |
) |
|
|
(24,911 |
) |
|
|
(36,739 |
) |
|
|
(47,953 |
) |
Capital expenditures (2) |
|
|
|
|
|
|
|
|
10,216 |
|
|
|
15,405 |
|
||
Free cash flow (1)(2) |
|
|
|
|
|
|
|
|
(31,785 |
) |
|
|
(91,313 |
) |
||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Total debt, net of debt issuance costs and debt discount |
|
$ |
615,878 |
|
|
$ |
616,602 |
|
Net debt (1) |
|
|
(508,587 |
) |
|
|
(418,582 |
) |
31
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 |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Net loss attributable to common stockholders |
|
$ |
(68,227 |
) |
|
$ |
(91,089 |
) |
|
$ |
(116,540 |
) |
|
$ |
(152,557 |
) |
Net (income) loss from discontinued operations |
|
|
(348 |
) |
|
|
29,593 |
|
|
|
(326 |
) |
|
|
30,182 |
|
Net loss from continuing operations |
|
|
(68,575 |
) |
|
|
(61,496 |
) |
|
|
(116,866 |
) |
|
|
(122,375 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
6,998 |
|
|
|
7,334 |
|
|
|
13,887 |
|
|
|
15,372 |
|
Interest expense, net |
|
|
24,618 |
|
|
|
22,428 |
|
|
|
48,822 |
|
|
|
43,811 |
|
Income tax provision (benefit) |
|
|
(680 |
) |
|
|
2,412 |
|
|
|
(262 |
) |
|
|
5,654 |
|
EBITDA |
|
|
(37,639 |
) |
|
|
(29,322 |
) |
|
|
(54,419 |
) |
|
|
(57,538 |
) |
Share-based compensation expense |
|
|
534 |
|
|
|
1,162 |
|
|
|
1,754 |
|
|
|
3,688 |
|
Foreign currency loss (income) |
|
|
4,817 |
|
|
|
(132 |
) |
|
|
7,158 |
|
|
|
499 |
|
Loss on sale of assets and asset impairments |
|
|
5,734 |
|
|
|
3,083 |
|
|
|
8,283 |
|
|
|
4,918 |
|
Restructuring charges, net |
|
|
113 |
|
|
|
298 |
|
|
|
485 |
|
|
|
480 |
|
Adjusted EBITDA |
|
$ |
(26,441 |
) |
|
$ |
(24,911 |
) |
|
$ |
(36,739 |
) |
|
$ |
(47,953 |
) |
Free cash flow is reconciled as follows:
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Net cash used in operating activities |
|
$ |
(21,569 |
) |
|
$ |
(75,908 |
) |
Capital expenditures |
|
|
(10,216 |
) |
|
|
(15,405 |
) |
Free cash flow |
|
$ |
(31,785 |
) |
|
$ |
(91,313 |
) |
Net debt is reconciled as follows:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Cash and cash equivalents |
|
$ |
106,419 |
|
|
$ |
196,518 |
|
Cash and cash equivalents of discontinued operations |
|
|
872 |
|
|
|
1,502 |
|
Total debt, net of debt issuance costs and debt discount |
|
|
(615,878 |
) |
|
|
(616,602 |
) |
Net debt |
|
$ |
(508,587 |
) |
|
$ |
(418,582 |
) |
KEY OPERATING METRICS
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Sets |
|
|
442 |
|
|
|
473 |
|
|
|
951 |
|
|
|
961 |
|
Estimated megawatts |
|
|
1,584 |
|
|
|
2,024 |
|
|
|
3,517 |
|
|
|
4,074 |
|
Utilization |
|
|
58 |
% |
|
|
63 |
% |
|
|
64 |
% |
|
|
65 |
% |
Dedicated manufacturing lines |
|
|
36 |
|
|
|
38 |
|
|
|
36 |
|
|
|
38 |
|
Manufacturing lines installed |
|
|
36 |
|
|
|
38 |
|
|
|
36 |
|
|
|
38 |
|
Wind blade ASP (in $ thousands) |
|
$ |
192 |
|
|
$ |
208 |
|
|
$ |
202 |
|
|
$ |
197 |
|
32
RESULTS OF OPERATIONS
The following table summarizes our operating results as a percentage of net sales for the three and six months ended June 30, 2025 and 2024 that have been derived from our condensed consolidated statements of operations:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
107.4 |
|
|
|
101.2 |
|
|
|
104.2 |
|
|
|
101.5 |
|
Startup and transition costs |
|
|
3.1 |
|
|
|
6.7 |
|
|
|
2.8 |
|
|
|
7.1 |
|
Total cost of goods sold |
|
|
110.5 |
|
|
|
107.9 |
|
|
|
107.0 |
|
|
|
108.6 |
|
Gross loss |
|
|
(10.5 |
) |
|
|
(7.9 |
) |
|
|
(7.0 |
) |
|
|
(8.6 |
) |
General and administrative expenses |
|
|
1.7 |
|
|
|
2.9 |
|
|
|
1.7 |
|
|
|
2.9 |
|
Loss on sale of assets and asset impairments |
|
|
2.1 |
|
|
|
1.0 |
|
|
|
1.4 |
|
|
|
0.8 |
|
Restructuring charges, net |
|
|
0.0 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Loss from continuing operations |
|
|
(14.3 |
) |
|
|
(11.9 |
) |
|
|
(10.2 |
) |
|
|
(12.4 |
) |
Total other expense |
|
|
(10.8 |
) |
|
|
(7.2 |
) |
|
|
(8.9 |
) |
|
|
(6.9 |
) |
Loss before income taxes |
|
|
(25.1 |
) |
|
|
(19.1 |
) |
|
|
(19.1 |
) |
|
|
(19.3 |
) |
Income tax provision |
|
|
0.3 |
|
|
|
(0.7 |
) |
|
|
0.0 |
|
|
|
(1.0 |
) |
Net loss from continuing operations |
|
|
(24.8 |
) |
|
|
(19.8 |
) |
|
|
(19.1 |
) |
|
|
(20.3 |
) |
Net income (loss) from discontinued operations |
|
|
0.1 |
|
|
|
(9.6 |
) |
|
|
0.1 |
|
|
|
(5.0 |
) |
Net loss attributable to common stockholders |
|
|
(24.7 |
)% |
|
|
(29.4 |
)% |
|
|
(19.0 |
)% |
|
|
(25.3 |
)% |
Net sales
Consolidated discussion
The following table summarizes our net sales by product/service for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Wind blade, tooling |
|
$ |
263,214 |
|
|
$ |
304,290 |
|
|
$ |
(41,076 |
) |
|
|
(13.5 |
)% |
|
$ |
592,255 |
|
|
$ |
593,195 |
|
|
$ |
(940 |
) |
|
|
(0.2 |
)% |
Field service, |
|
|
13,031 |
|
|
|
5,527 |
|
|
|
7,504 |
|
|
|
135.8 |
|
|
|
20,147 |
|
|
|
10,668 |
|
|
|
9,479 |
|
|
|
88.9 |
|
Total net sales |
|
$ |
276,245 |
|
|
$ |
309,817 |
|
|
$ |
(33,572 |
) |
|
|
(10.8 |
)% |
|
$ |
612,402 |
|
|
$ |
603,863 |
|
|
$ |
8,539 |
|
|
|
1.4 |
% |
The decrease in wind blade, tooling, and other wind related (collectively, Wind) sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to a 7% and 1% net decrease, respectively, in the number of wind blades produced and lower average sales prices of wind blades due to changes in the mix of wind blade models produced. The change in volume was primarily due to an ongoing strike in our Türkiye manufacturing facilities and a temporary production stoppage due to a safety stand-down in our Mexico manufacturing facilities in the second quarter of 2025. This decrease in volume was partially offset by an increase in volume at one of our previously idled facilities in Juarez, Mexico that was starting up during the prior comparative period. The increase in field service, inspection and repair services (collectively, Field Services) sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to an increase in technicians deployed to revenue generating projects due to a decrease in time spent on non-revenue generating inspection and repair activities. The fluctuating U.S. dollar relative to the Euro had a favorable impact of 0.8% and an unfavorable impact of 0.1% on consolidated net sales during the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024.
33
Segment discussion
The following table summarizes our net sales by our four geographic operating segments for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
U.S. |
|
$ |
12,329 |
|
|
$ |
2,558 |
|
|
$ |
9,771 |
|
|
NM |
|
|
$ |
17,685 |
|
|
$ |
6,760 |
|
|
$ |
10,925 |
|
|
|
161.6 |
% |
|
Mexico |
|
|
179,335 |
|
|
|
159,311 |
|
|
|
20,024 |
|
|
|
12.6 |
|
|
|
386,806 |
|
|
|
311,769 |
|
|
|
75,037 |
|
|
|
24.1 |
|
EMEA |
|
|
47,301 |
|
|
|
104,877 |
|
|
|
(57,576 |
) |
|
|
(54.9 |
) |
|
|
136,454 |
|
|
|
201,505 |
|
|
|
(65,051 |
) |
|
|
(32.3 |
) |
India |
|
|
37,280 |
|
|
|
43,071 |
|
|
|
(5,791 |
) |
|
|
(13.4 |
) |
|
|
71,457 |
|
|
|
83,829 |
|
|
|
(12,372 |
) |
|
|
(14.8 |
) |
Total net sales |
|
$ |
276,245 |
|
|
$ |
309,817 |
|
|
$ |
(33,572 |
) |
|
|
(10.8 |
)% |
|
$ |
612,402 |
|
|
$ |
603,863 |
|
|
$ |
8,539 |
|
|
|
1.4 |
% |
U.S. Segment
The following table summarizes our net sales by product/service for the U.S. segment for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||||||||
|
|
June 30, |
|
|
Change |
|
June 30, |
|
|
Change |
|
|||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|||||||
|
|
(in thousands) |
|
|
|
|
(in thousands) |
|
|
|
|
|||||||||||||||||||
Wind blade, tooling |
|
$ |
2,763 |
|
|
$ |
— |
|
|
$ |
2,763 |
|
|
NM |
|
$ |
3,667 |
|
|
$ |
— |
|
|
$ |
3,667 |
|
|
NM |
|
|
Field service, |
|
|
9,566 |
|
|
|
2,558 |
|
|
|
7,008 |
|
|
NM |
|
|
14,018 |
|
|
|
6,760 |
|
|
|
7,258 |
|
|
|
1.1 |
|
Total net sales |
|
$ |
12,329 |
|
|
$ |
2,558 |
|
|
$ |
9,771 |
|
|
NM |
|
$ |
17,685 |
|
|
$ |
6,760 |
|
|
$ |
10,925 |
|
|
|
161.6 |
% |
The increase in our U.S. segment's Wind sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to the restart of production at our Iowa manufacturing facility. The increase in our U.S. segment's Field Services sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to an increase in technicians deployed to revenue generating projects due to a decrease in time spent on non-revenue generating inspection and repair activities.
Mexico Segment
The following table summarizes our net sales by product/service for the Mexico segment for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Wind blade, tooling |
|
$ |
178,292 |
|
|
$ |
158,844 |
|
|
$ |
19,448 |
|
|
|
12.2 |
% |
|
$ |
384,892 |
|
|
$ |
311,205 |
|
|
$ |
73,687 |
|
|
|
23.7 |
% |
Field service, |
|
|
1,043 |
|
|
|
467 |
|
|
|
576 |
|
|
|
123.3 |
|
|
|
1,914 |
|
|
|
564 |
|
|
|
1,350 |
|
|
NM |
|
|
Total net sales |
|
$ |
179,335 |
|
|
$ |
159,311 |
|
|
$ |
20,024 |
|
|
|
12.6 |
% |
|
$ |
386,806 |
|
|
$ |
311,769 |
|
|
$ |
75,037 |
|
|
|
24.1 |
% |
The increase in our Mexico segment's Wind sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to a 39% and 31% net increase, respectively, in the number of wind blades produced across our Mexico manufacturing facilities. The change in volume was primarily due to the restart of production of a previously idled facility in Juarez, Mexico, as well as higher utilization as certain of our manufacturing lines in Mexico were in serial production in the current periods,
34
that were in transition during the prior comparative periods. This increase in volume was partially offset by a temporary production stoppage from a safety stand-down in the second quarter and a decrease in the number of wind blades produced at the Nordex Matamoros facility that shut down at the conclusion of the contract on June 30, 2024. This increase in Wind sales was also partially offset by liquidated damages incurred in the second quarter of 2025 and a decrease in tooling sales. The increase in our Mexico segment's Field Services sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to an increase in technicians deployed to revenue generating projects due to a decrease in time spent on non-revenue generating inspection and repair activities.
EMEA Segment
The following table summarizes our net sales by product/service for the EMEA segment for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Wind blade, tooling |
|
$ |
44,879 |
|
|
$ |
102,375 |
|
|
$ |
(57,496 |
) |
|
|
(56.2 |
)% |
|
$ |
132,239 |
|
|
$ |
198,161 |
|
|
$ |
(65,922 |
) |
|
|
(33.3 |
)% |
Field service, |
|
|
2,422 |
|
|
|
2,502 |
|
|
|
(80 |
) |
|
|
(3.2 |
) |
|
|
4,215 |
|
|
|
3,344 |
|
|
|
871 |
|
|
|
26.0 |
|
Total net sales |
|
$ |
47,301 |
|
|
$ |
104,877 |
|
|
$ |
(57,576 |
) |
|
|
(54.9 |
)% |
|
$ |
136,454 |
|
|
$ |
201,505 |
|
|
$ |
(65,051 |
) |
|
|
(32.3 |
)% |
The decrease in our EMEA segment's Wind sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to a 68% and 41% net decrease, respectively, in the number of wind blades produced across our Türkiye manufacturing facilities due to the ongoing labor strike at both of our Türkiye manufacturing facilities, which commenced on May 13, 2025, and a reduction in overall demand from our Türkiye facilities. The increase in our EMEA segment's Field Services sales for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in technicians deployed to revenue generating projects due to a decrease in time spent on non-revenue generating inspection and repair activities. The fluctuating U.S. dollar relative to the Euro had a favorable impact of 4.2% and an unfavorable impact of 0.5% on the EMEA segment's net sales during the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024.
India Segment
The following table summarizes our net sales by product/service for the India segment for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Wind blade, tooling |
|
$ |
37,280 |
|
|
$ |
43,071 |
|
|
$ |
(5,791 |
) |
|
|
(13.4 |
)% |
|
$ |
71,457 |
|
|
$ |
83,829 |
|
|
$ |
(12,372 |
) |
|
|
(14.8 |
)% |
Total net sales |
|
$ |
37,280 |
|
|
$ |
43,071 |
|
|
$ |
(5,791 |
) |
|
|
(13.4 |
)% |
|
$ |
71,457 |
|
|
$ |
83,829 |
|
|
$ |
(12,372 |
) |
|
|
(14.8 |
)% |
The decrease in our India segment's Wind sales for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to lower average sales prices of wind blades in India due to changes in the mix of wind blade models produced and a 10% net decrease in the number of wind blades produced across at our India manufacturing facility for the six months ended June 30, 2025.
35
Total cost of goods sold
The following table summarizes our total cost of goods sold for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Cost of sales |
|
$ |
296,591 |
|
|
$ |
313,562 |
|
|
$ |
(16,971 |
) |
|
|
(5.4 |
)% |
|
$ |
638,330 |
|
|
$ |
613,057 |
|
|
$ |
25,273 |
|
|
|
4.1 |
% |
Startup costs |
|
|
5,053 |
|
|
|
7,319 |
|
|
|
(2,266 |
) |
|
|
(31.0 |
) |
|
|
7,213 |
|
|
|
13,682 |
|
|
|
(6,469 |
) |
|
|
(47.3 |
) |
Transition costs |
|
|
3,609 |
|
|
|
13,359 |
|
|
|
(9,750 |
) |
|
|
(73.0 |
) |
|
|
9,819 |
|
|
|
29,225 |
|
|
|
(19,406 |
) |
|
|
(66.4 |
) |
Total startup and |
|
|
8,662 |
|
|
|
20,678 |
|
|
|
(12,016 |
) |
|
|
(58.1 |
) |
|
|
17,032 |
|
|
|
42,907 |
|
|
|
(25,875 |
) |
|
|
(60.3 |
) |
Total cost of |
|
$ |
305,253 |
|
|
$ |
334,240 |
|
|
$ |
(28,987 |
) |
|
|
(8.7 |
)% |
|
$ |
655,362 |
|
|
$ |
655,964 |
|
|
$ |
(602 |
) |
|
|
(0.1 |
)% |
% of net sales |
|
|
110.5 |
% |
|
|
107.9 |
% |
|
|
|
|
|
2.6 |
% |
|
|
107.0 |
% |
|
|
108.6 |
% |
|
|
|
|
|
(1.6 |
)% |
||
NM – not meaningful
Total cost of goods sold as a percentage of net sales increased by approximately 2.6% for the three months ended June 30, 2025, as compared to the same period in 2024, primarily due to the ongoing labor strike at our Türkiye manufacturing facilities and a temporary production stoppage from a safety stand-down in the second quarter of 2025 and higher overtime at our Mexico manufacturing facilities. This increase was partially offset by lower startup and transition costs and 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.
Total cost of goods sold as a percentage of net sales decreased by approximately 1.6% for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to 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.
The fluctuating U.S. dollar against the Euro, Turkish Lira, Mexican Peso and Indian Rupee had a combined favorable impact of 2.9% and 3.8% on consolidated cost of goods sold for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024.
General and administrative expenses
The following table summarizes our general and administrative expenses for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
General and |
|
$ |
4,551 |
|
|
$ |
9,211 |
|
|
$ |
(4,660 |
) |
|
|
(50.6 |
)% |
|
$ |
10,470 |
|
|
$ |
17,614 |
|
|
$ |
(7,144 |
) |
|
|
(40.6 |
)% |
% of net sales |
|
|
1.7 |
% |
|
|
2.9 |
% |
|
|
|
|
|
(1.2 |
)% |
|
|
1.7 |
% |
|
|
2.9 |
% |
|
|
|
|
|
(1.2 |
)% |
||
General and administrative expenses decreased by approximately 50.6% and 40.6% for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024, primarily due to lower employee compensation costs, and lower professional service and consulting fees unrelated to our capital restructuring activities, partially offset by increased network and telecommunication costs associated with the implementation of our advanced technology processes in the first half of 2025.
Loss on sale of assets and asset impairments
The following table summarizes our loss on sale of assets and asset impairments for the three and six months ended June 30, 2025 and 2024:
36
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Loss on sale |
|
$ |
5,164 |
|
|
$ |
2,540 |
|
|
$ |
2,624 |
|
|
|
103.3 |
% |
|
$ |
7,756 |
|
|
$ |
3,927 |
|
|
$ |
3,829 |
|
|
|
97.5 |
% |
Loss on sale |
|
|
570 |
|
|
|
543 |
|
|
|
27 |
|
|
|
5.0 |
|
|
|
527 |
|
|
|
991 |
|
|
|
(464 |
) |
|
|
(46.8 |
) |
Total loss on sale of |
|
$ |
5,734 |
|
|
$ |
3,083 |
|
|
$ |
2,651 |
|
|
|
86.0 |
|
|
$ |
8,283 |
|
|
$ |
4,918 |
|
|
$ |
3,365 |
|
|
|
68.4 |
|
% of net sales |
|
|
2.1 |
% |
|
|
1.0 |
% |
|
|
|
|
|
1.1 |
% |
|
|
1.4 |
% |
|
|
0.8 |
% |
|
|
|
|
|
0.6 |
% |
||
The increase in loss on sale of assets and asset impairments for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to an increase in the volume of receivables sold through our accounts receivable financing arrangements with certain of our customers.
Income (loss) from operations
Segment discussion
The following table summarizes our income (loss) from operations by our four geographic operating segments for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
U.S. |
|
$ |
(1,795 |
) |
|
$ |
(14,137 |
) |
|
$ |
12,342 |
|
|
|
87.3 |
% |
|
$ |
(7,687 |
) |
|
$ |
(21,499 |
) |
|
$ |
13,812 |
|
|
|
64.2 |
% |
Mexico |
|
|
(27,834 |
) |
|
|
(33,994 |
) |
|
|
6,160 |
|
|
|
18.1 |
|
|
|
(46,790 |
) |
|
|
(60,855 |
) |
|
|
14,065 |
|
|
|
23.1 |
|
EMEA |
|
|
(11,062 |
) |
|
|
8,917 |
|
|
|
(19,979 |
) |
|
NM |
|
|
|
(9,498 |
) |
|
|
4,606 |
|
|
|
(14,104 |
) |
|
NM |
|
||
India |
|
|
1,285 |
|
|
|
2,199 |
|
|
|
(914 |
) |
|
|
(41.6 |
) |
|
|
1,777 |
|
|
|
2,635 |
|
|
|
(858 |
) |
|
|
(32.6 |
) |
Total loss |
|
$ |
(39,406 |
) |
|
$ |
(37,015 |
) |
|
$ |
(2,391 |
) |
|
|
(6.5 |
)% |
|
$ |
(62,198 |
) |
|
$ |
(75,113 |
) |
|
$ |
12,915 |
|
|
|
17.2 |
% |
% of net sales |
|
|
(14.3 |
)% |
|
|
(11.9 |
)% |
|
|
|
|
|
(2.4 |
)% |
|
|
(10.2 |
)% |
|
|
(12.4 |
)% |
|
|
|
|
|
2.2 |
% |
||
U.S. Segment
The decrease in loss from operations in our U.S. segment for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to an increase in Wind and Field Services sales, and lower general and administrative expenses due to lower employee compensation costs and cost savings initiatives.
Mexico Segment
The decrease in loss from operations in our Mexico segment for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to 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 startup and transition costs, an increase in the number of wind blades produced due to the restart of production at one of our previously idled facilities in Juarez, Mexico, and favorable foreign currency fluctuations. This decrease was partially offset by increased losses due to a temporary production stoppage from a safety stand-down in the second quarter of 2025, higher overtime in our Mexico manufacturing facilities, and liquidated damages. The fluctuating U.S. dollar relative to the Mexican Peso had a favorable impact of 3.5% and 3.8% on the Mexico segment's cost of goods sold for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024.
EMEA Segment
The increase in loss from operations in our EMEA segment for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to a decrease in wind blades produced and the related impacts of the ongoing labor strike at our Türkiye manufacturing facilities, partially offset by favorable foreign currency fluctuations. The fluctuating U.S. dollar relative to the Turkish Lira and Euro had a favorable impact of 2.8% and 5.7% on the EMEA segment's cost of goods sold for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024.
37
India Segment
The decrease in income from operations in our India segment for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to lower average sales prices of wind blades, a 10% net decrease in the number of wind blades produced and an increase in startup and transition costs in the first quarter of 2025.
Other income (expense)
The following table summarizes our total other income (expense) for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Interest expense, net |
|
$ |
(24,618 |
) |
|
$ |
(22,428 |
) |
|
$ |
(2,190 |
) |
|
|
(9.8 |
)% |
|
$ |
(48,822 |
) |
|
$ |
(43,811 |
) |
|
$ |
(5,011 |
) |
|
|
(11.4 |
)% |
Foreign currency loss |
|
|
(4,817 |
) |
|
|
132 |
|
|
|
(4,949 |
) |
|
NM |
|
|
|
(7,158 |
) |
|
|
(499 |
) |
|
|
(6,659 |
) |
|
NM |
|
||
Miscellaneous (expense) income |
|
|
(414 |
) |
|
|
227 |
|
|
|
(641 |
) |
|
NM |
|
|
|
1,050 |
|
|
|
2,702 |
|
|
|
(1,652 |
) |
|
|
(61.1 |
) |
|
Total other expense |
|
$ |
(29,849 |
) |
|
$ |
(22,069 |
) |
|
$ |
(7,780 |
) |
|
|
(35.3 |
)% |
|
$ |
(54,930 |
) |
|
$ |
(41,608 |
) |
|
$ |
(13,322 |
) |
|
|
(32.0 |
)% |
% of net sales |
|
|
(10.8 |
)% |
|
|
(7.2 |
)% |
|
|
|
|
|
(3.6 |
)% |
|
|
(8.9 |
)% |
|
|
(6.9 |
)% |
|
|
|
|
|
(2.0 |
)% |
||
Total other expense as a percentage of net sales increased by 3.6% and 2.0% for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024, primarily due to an increase in foreign currency losses and an increase in interest expense and non-cash amortization of debt discount related to the refinancing and issuance of our Senior Term Loan.
Income taxes
The following table summarizes our income taxes for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Income tax provision (benefit) |
|
$ |
680 |
|
|
$ |
(2,412 |
) |
|
$ |
3,092 |
|
|
|
128.2 |
% |
|
$ |
262 |
|
|
$ |
(5,654 |
) |
|
$ |
5,916 |
|
|
|
104.6 |
% |
Effective tax rate |
|
|
0.3 |
% |
|
|
(0.7 |
)% |
|
|
|
|
|
1.0 |
% |
|
|
0.0 |
% |
|
|
(1.0 |
)% |
|
|
|
|
|
1.0 |
% |
||
See Note 12 – Income Taxes, to our condensed consolidated financial statements for more details about our income taxes for the three and six months ended June 30, 2025 and 2024.
Net loss from continuing operations
The following table summarizes our net loss from continuing operations for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Net loss from |
|
$ |
(68,575 |
) |
|
$ |
(61,496 |
) |
|
$ |
(7,079 |
) |
|
|
(11.5 |
)% |
|
$ |
(116,866 |
) |
|
$ |
(122,375 |
) |
|
$ |
5,509 |
|
|
|
4.5 |
% |
The increase in our net loss from continuing operations for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to a decrease in Wind sales driven by the ongoing labor strike at our Türkiye manufacturing facilities and a temporary production stoppage from a safety stand-down in the second quarter of 2025 and higher overtime in our Mexico manufacturing facilities. This was 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 and a decrease in startup and transition costs. The decrease in our net loss from continuing operations for the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to 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 a decrease in startup and transition costs.
38
Net loss from discontinued operations
The following table summarizes our net income (loss) from discontinued operations for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
June 30, |
|
|
Change |
|
|
June 30, |
|
|
Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||||||||||||||||||
Net income (loss) |
|
$ |
348 |
|
|
$ |
(29,593 |
) |
|
$ |
29,941 |
|
|
|
101.2 |
% |
|
$ |
326 |
|
|
$ |
(30,182 |
) |
|
$ |
30,508 |
|
|
|
101.1 |
% |
The decrease in our net loss from discontinued operations for the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to the divestiture of our Automotive business on June 30, 2024.
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, the impact of transitions, working capital, debt service costs, warranty costs and restructuring costs associated with the optimization of our global footprint. Our capital expenditures have been primarily related to machinery and equipment for new 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.
As of June 30, 2025 and December 31, 2024, we had $615.9 million and $616.6 million in outstanding indebtedness, net of issuance costs and debt discount, respectively. We had net repayments under all of our various financing arrangements of $42.8 million for the six months ended June 30, 2025 as compared to net proceeds under our financing arrangements of $31.1 million in the comparable period of 2024, primarily due to the repayment of all outstanding borrowings under our India credit facility, and higher net repayments of outstanding borrowings under our Türkiye credit facilities. Our credit facility limits in Türkiye are reviewed periodically to establish available capacity, and every time we draw under one of the credit agreements a term is set for the respective draw's repayment. On May 13, 2025, our manufacturing production associates in Türkiye commenced a labor strike and production at both of our Türkiye manufacturing facilities has been suspended during this time. The ongoing strike has had a significant impact on our financial condition and results of operations for the three and six months ended June 30, 2025. Consequently, during the second quarter of 2025, certain of our lenders reviewed our credit facilities and constrained the amounts of cash borrowings available to us under such financing arrangements. As of June 30, 2025, we had an aggregate of $0.6 million of remaining availability for cash borrowing under our various credit facilities.
Our liquidity as of June 30, 2025 has also been impacted by lower than expected wind blade production volume during the second quarter of 2025 at our Mexico manufacturing facilities due to a temporary production stoppage from a safety stand-down in April 2025. We have also incurred significant professional fees and other costs during the second quarter of 2025 in connection with our capital restructuring activities that have adversely impacted our liquidity.
As of June 30, 2025 and December 31, 2024, we had unrestricted cash, cash equivalents and short-term investments totaling $106.4 million and $196.5 million, respectively. The June 30, 2025 balance includes $30.4 million of cash located outside of the United States, including $21.8 million in Türkiye, $6.4 million in India, $1.4 million in Mexico and $0.8 million in other countries. The December 31, 2024 balance included $59.0 million of cash located outside of the U.S., including $53.2 million in Türkiye, $1.8 million in India, $2.3 million in Mexico and $1.7 million in other countries. In addition to these amounts, at June 30, 2025 and December 31, 2024 we had $0.9 million and $1.5 million, respectively, of unrestricted cash and cash equivalents related to our discontinued operations which is held outside of the U.S.
Voluntary Petitions for Reorganization
On the Petition Date, we voluntarily commenced the Chapter 11 Cases in the Bankruptcy Court to seek the implementation of a transaction to modify our capital structure, including restructuring portions of our debt, the initiation of which proceedings constituted an event of default (and an acceleration event) under certain of our debt agreements, for which enforcement of any remedies by the creditors have been automatically stayed as a result of the Chapter 11 Cases. We intend to use the chapter 11 process to provide a fair, orderly, efficient and legally binding mechanism to implement a financial and operational restructuring of the Company designed to strengthen our balance sheet and reduce our total debt, improving our financial position and allowing us to continue driving our strategic priorities.
39
The bankruptcy filing represents an adverse event that creates substantial uncertainty regarding our ability to recover our assets and satisfy our liabilities in the ordinary course of business. In this regard, while management believes we will be able to emerge from bankruptcy and continue to operate as a viable going concern, a chapter 11 plan may never be confirmed or become effective, and the Bankruptcy Court may grant or deny motions in a manner that is adverse to us and our subsidiaries, which may impact the Company’s ability to successfully emerge from bankruptcy.
The commencement of the Chapter 11 Cases constituted an event of default that accelerated all of the Company’s obligations under the documents governing the Credit Agreement and the Convertible Notes, amounting to borrowings of approximately $465.9 million and $132.5 million, respectively, plus any accrued but unpaid interest in respect thereof, as well as obligations under other Company agreements. As a result of the commencement of the Chapter 11 Cases, the principal amount, together with accrued and unpaid fees and interest thereon, and in the case of the indebtedness outstanding under the Senior Secured Term Loan, the paid-in-kind interest, shall be immediately due and payable. Any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors’ rights in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code.
Based on this event of default, and on our evaluation of our current forecast and liquidity assessment, our unrestricted cash and cash equivalents, cash flows from operating activities, availability and commitments under existing financing agreements, and factors that arose during the second quarter of 2025, we have concluded that these factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is actively undergoing a restructuring, there can be no assurance that such restructuring will be successfully implemented or that it will be sufficient to mitigate the conditions raising substantial doubt. Therefore, substantial doubt exists regarding our ability to continue as a going concern for a period of at least twelve months from the date our condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Our ability to continue as a going concern is contingent upon, among other things, our ability to, subject to the approval by the Bankruptcy Court, implement a comprehensive restructuring, successfully emerge from the Chapter 11 Cases and generate sufficient liquidity to meet our obligations and operating needs as they become due.
Financing Facilities
Our total principal amount of debt outstanding as of June 30, 2025 and December 31, 2024 was $687.2 million and $705.2 million, respectively, including our Term Loan, Convertible Notes, secured and unsecured working capital financing and equipment finance leases. See Note 7 – Debt, to our condensed consolidated financial statements for more details on our debt balances.
Cash Flow Discussion
The following table summarizes our key cash flow activities for the six months ended June 30, 2025 and 2024:
|
|
Six Months Ended |
|
|
|
|
||||||
|
|
June 30, |
|
|
|
|
||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
|
|
(in thousands) |
|
|||||||||
Net cash used in operating activities |
|
$ |
(21,569 |
) |
|
$ |
(75,908 |
) |
|
$ |
54,339 |
|
Net cash used in investing activities |
|
|
(10,216 |
) |
|
|
(15,405 |
) |
|
|
5,189 |
|
Net cash (used in) provided by financing activities |
|
|
(56,181 |
) |
|
|
29,407 |
|
|
|
(85,588 |
) |
Impact of foreign exchange rates on cash, cash equivalents |
|
|
(2,604 |
) |
|
|
131 |
|
|
|
(2,735 |
) |
Net change in cash, cash equivalents and restricted cash |
|
$ |
(90,570 |
) |
|
$ |
(61,775 |
) |
|
$ |
(28,795 |
) |
Operating Cash Flows
Net cash used in operating activities decreased by $54.3 million for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to the shutdown of the Nordex Matamoros facility and divestiture of our Automotive business on June 30, 2024, which had $31.4 million and $30.5 million of losses from operations, respectively, in the prior six month comparative period. This was partially offset by $5.9 million of employee retention payments associated with our capital restructuring activities, increased operating losses in Türkiye due to the impacts of the ongoing labor strike, and operating losses in Mexico due to a temporary production stoppage from a safety stand-down in the second quarter of 2025.
40
Investing Cash Flows
Net cash used in investing activities decreased by $5.2 million for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to lower capital expenditures from fewer lines in startup and transition in the current year.
Financing Cash Flows
Net cash provided by financing activities decreased by $85.6 million for the six months ended June 30, 2025, as compared to the same period in 2024, primarily due to net repayments of $43.7 million of outstanding borrowings under our Türkiye and India credit facilities in the current period compared to net proceeds of $32.5 million under the same credit facilities in the prior period, and $12.7 million in payments for professional fees associated with our capital restructuring activities. This was partially offset by an increase of $2.2 million in proceeds from other debt related to installment financing of insurance premiums, and $1.1 million of other changes in financing activities.
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 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 June 30, 2025:
Year Of Initial Agreement |
|
Segment(s) Related To |
|
Current Annual Interest Rate |
2019 |
|
Mexico |
|
SOFR plus 0.26% |
2020 |
|
EMEA |
|
EURIBOR plus 1.95% |
2020 |
|
India |
|
SOFR plus 0.26% |
2020 |
|
U.S. |
|
SOFR plus 0.29% |
2021 |
|
Mexico |
|
SOFR plus 0.29% |
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 and six months ended June 30, 2025, $224.6 million and $394.0 million, respectively, of receivables were sold under the accounts receivable assignment agreements described above as compared to $124.1 million and $219.1 million, respectively, in the comparative prior year periods.
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 for the year ended December 31, 2024.
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 Mexico, Türkiye, India and 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 $9.4 million for the six months ended June 30, 2025.
41
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 our key raw materials for 12 months which protects us from price increases within that period. As many of our raw material supply agreements have meet or release clauses, if raw materials prices go down, we are able to benefit from the reductions in price. We believe that this adequately protects us from increases in raw material prices in the near term and also enables us to take full advantage of decreases.
Resin and resin systems are the primary commodities for which we do not have fixed pricing. Approximately 32% of the resin and resin systems 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 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, we believe that a 10% change in the current forecasted price of resin and resin systems for the customers in which we are exposed to fluctuating prices would have an impact to income from operations of approximately $4.1 million for the six months ended June 30, 2025. With respect to our other customer supply agreements, our customers typically receive approximately 60% of the cost savings or increases resulting from a change in the price of resin and resin systems.
Interest Rate Risk. As of June 30, 2025, 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 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 Chief Financial Officer, evaluated the design and operating effectiveness as of June 30, 2025 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 Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
See Note 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
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, 2024, as amended by our disclosure to the Risk Factors (Part II, Item 1A) in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which could materially affect our business, financial condition, and/or future results, other than as set forth below.
We have identified conditions or events that raise substantial doubt about our ability to continue as a going concern
The substantial doubt about our ability to continue as a going concern may adversely impact the price of our common stock, our reputation and relationships with investors, critical vendors, employees and other third parties with whom we do business, our ability to raise additional capital or refinance existing debt, our ability to comply with certain covenants under our debt agreements or meet other contractual obligations and our ability to achieve our business objectives, which could materially and adversely impact our business, financial condition and results of operations. The Company is actively exploring a capital restructuring plan amongst other strategic alternatives. However, there can be no assurance that such plans will be successfully implemented or that they will be sufficient to mitigate the conditions raising substantial doubt.
We expect that our common stock will be cancelled without any value delivered to shareholders as a result of the Chapter 11 Cases. Any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common stock.
In connection with the Chapter 11 Cases, we expect that our common stock will be cancelled. We have a significant amount of indebtedness and other liabilities that are senior to our current shares of common stock in our capital structure, and it is expected that value will be distributed in respect of such indebtedness and liabilities and not our shares as part of our restructuring. In addition, the value of our existing common stock has substantially decreased leading up to the Chapter 11 Cases. Accordingly, any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common shares.
We are subject to risks and uncertainties associated with our Chapter 11 Cases.
The Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations and cash flows. So long as the Chapter 11 Cases continue, our senior management may be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing on our business operations. Bankruptcy Court protection also may make it more difficult to retain management and the key personnel necessary to the success and growth of our business. In addition, during the period of time we are involved in the Chapter 11 Cases, our customers and suppliers may lose confidence in our ability to reorganize our business successfully and may seek to establish alternative commercial relationships.
Other significant risks associated with the Chapter 11 Cases that could result in material adverse effects on our business, financial condition, results of operations, and cash flows include or relate to the following:
43
The Chapter 11 Cases raise substantial doubt regarding our ability to continue as a going concern
The Chapter 11 Cases are being jointly administered under the caption In re TPI Composites, Inc., et al. in the Bankruptcy Court. Under the Bankruptcy Code, certain claims in existence prior to our filing of the petition for relief under the Bankruptcy Code are stayed while we continue business operations as a debtor-in-possession. Our operations and our ability to develop and execute our business plan are subject to significant risks and uncertainties associated with Chapter 11 Cases. These conditions raise substantial doubt about our ability to continue as a going concern. Management can provide no assurance that the lenders will not ultimately be able to exercise their remedies, which may include, among others, a cessation of the Company’s operations and liquidation of its assets.
Delays in the Chapter 11 Cases may increase the risks of our being unable to adopt, implement and consummate a plan of reorganization the and increase our costs associated with the Chapter 11 Cases
There can be no assurance that we will be able to adopt, implement and consummate a plan of reorganization. A prolonged chapter 11 proceeding could adversely affect our relationships with customers, suppliers and employees, among other parties, which in turn could adversely affect our business, financial condition, results of operations and cash flows and our ability to continue as a going concern. A weakening of our financial condition, cash flows and results of operations could adversely affect our ability to adopt, implement and consummate a plan of reorganization. If we are unable to consummate a plan of reorganization, we may be forced to liquidate our assets.
Even if a plan of reorganization is consummated, we may not be able to achieve our stated goals or continue as a going concern.
Even if a chapter 11 plan of reorganization is consummated, we may continue to face a number of risks, such as changes in economic conditions, changes in our industry, changes in demand for our products and increasing expenses. Some of these risks become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the Chapter 11 Cases may be completed. As a result of these risks and others, we cannot guarantee that a chapter 11 plan of reorganization will achieve our stated goals or that we will be able to continue as a going concern.
As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future performance, which may be volatile.
44
During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the date of the filing of the Chapter 11 Cases. In addition, if we emerge from chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to our historical consolidated financial statements, including as a result of revisions to our operating plans pursuant to a chapter 11 plan of reorganization. We also may be required to adopt fresh start accounting, in which case our assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets. Our financial results after the application of fresh start accounting may be different from historical trends.
We may be subject to claims that will not be discharged in the Chapter 11 Cases, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to consummation of a plan of reorganization. With few exceptions, all claims that arose prior to confirmation of a plan of reorganization (i) would be subject to compromise and/or treatment under the plan of reorganization or (ii) would be discharged in accordance with the Bankruptcy Code and the terms of a plan of reorganization. Any claims not ultimately discharged pursuant to the plan of reorganization could be asserted against the reorganized entities and may have an adverse effect on our business, financial condition, results of operations and cash flows on a post-reorganization basis.
The pursuit of the Chapter 11 Cases has consumed, and will continue to consume, a substantial portion of the time and attention of our management, which may have an adverse effect on our business, financial condition, results of operations and cash flows, and we may experience increased levels of employee attrition.
While the Chapter 11 Cases continue, our management will be required to spend a significant amount of time and effort focusing on the Chapter 11 Cases instead of focusing exclusively on our business operations. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted.
Furthermore, during the pendency of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees may face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the longer the Chapter 11 Cases continue, the more likely it is that critical vendors and employees will lose confidence in our ability to reorganize our business successfully.
Aspects of the Chapter 11 Cases limit the flexibility of our management team in running our business.
While we operate our business under supervision by the Bankruptcy Court, we are required to obtain approval of the Bankruptcy Court, and in some cases certain other parties, prior to engaging in activities or transactions outside the ordinary course of business. Bankruptcy Court approval of non-ordinary course activities entails preparation and filing of appropriate motions with the Bankruptcy Court, negotiation with various parties-in-interest, and one or more hearings. Parties-in-interest may be heard at any Bankruptcy Court hearing and may raise objections with respect to these motions. This process may delay major transactions and limit our ability to respond quickly to opportunities and events in the marketplace. Furthermore, in the event the Bankruptcy Court does not approve a proposed activity or transaction, we would be prevented from engaging in activities, transactions and internal restructurings that we believe are beneficial to us, which may have an adverse effect on our business, financial condition, results of operations and cash flows.
Changes to our capital structure may have a material adverse effect on existing and future debt and security holders, and will adversely impact holders of our common stock.
Our post-bankruptcy capital structure is likely to change significantly as a result of the implementation of a plan of reorganization, including as a result of exchanges of new debt or equity securities for our existing debt and claims against us, among other things. Such new debt would be issued at different interest rates, payment schedules and maturities than our existing debt securities. Further, no recovery is expected for holders of our common stock in a reorganization pursuant to chapter 11. There can be no guarantees
45
regarding the success of changes to our capital structure. Holders of our debt or of claims against us may find their holdings no longer have any value or are materially reduced in value, or they may be converted to equity and be diluted or may be modified or replaced by debt with a principal amount that is less than the outstanding principal amount, longer maturities and reduced interest rates. Our existing equity securities will no longer have any value and holders of such existing equity securities will receive no recovery under a chapter 11 plan of reorganization. There can be no assurance that any new debt or equity securities will maintain their value at the time of issuance. If existing debt or equity holders are adversely affected by a reorganization, it may adversely affect our ability to issue new debt or equity in the future.
The negotiations of our restructuring have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.
Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on the restructuring of our business. This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the restructuring and the Chapter 11 Cases are protracted. During the pendency of the Chapter 11 Cases, our employees will face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet customer expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations. Likewise, we could experience losses of customers, vendors, suppliers and aircraft lessors who may be concerned about our ongoing long-term viability.
We expect our common stock to be delisted from Nasdaq and there is no guarantee that our common stock will be regularly traded on the over-the-counter markets.
We expect to receive a notice of delisting from Nasdaq notifying us that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rule 5801, Nasdaq determined that our common stock will be delisted from Nasdaq and trading of our common stock was suspended immediately. Delisting will have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock is likely to become more volatile. Delisting may also reduce the number of investors willing to hold or acquire our common stock and negatively impact our ability to access equity markets and obtain financing. Delisting is expected to negatively impact your ability to sell or otherwise transact in our common stock. Our delisting from Nasdaq will become effective ten calendar days after the Form 25 is filed by Nasdaq and the de-registration of our common stock under Section 12(b) of the Exchange Act will become effective 90 days, or such shorter period as the SEC may determine, from the date of the Form 25 filing.
Following the suspension of trading on Nasdaq, we expect our common stock to be quoted in the over-the-counter (the “OTC”) market. The OTC is a significantly more limited market than Nasdaq, and quotation on the OTC will likely result in a less liquid market for existing and potential holders of the common stock to trade our common stock and could further depress the trading price of our common stock. There is no guarantee that our common stock will be regularly traded on the OTC, and accordingly, our common stock may become illiquid. We can provide no assurance as to whether broker-dealers will continue to provide public quotes of the common stock on this market, or whether the trading volume of the common stock will be sufficient to provide for an efficient trading market.
There is no assurance that an active market in our common stock will continue at present levels or at all.
Our common stock is currently listed on Nasdaq, but there is no assurance that an active market for our common stock will continue at present levels or at all, including as a result of being delisted from Nasdaq. As a result, an investor may find it difficult to dispose of our common stock on the timeline and at the volumes they desire, which may limit the liquidity of our common stock and may have a material adverse effect on the market price of our common stock and on our ability to raise additional capital.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
Not applicable.
Issuer Purchases of Equity Securities
Not applicable.
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Use of Proceeds
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
On August 11, 2025, we filed the Chapter 11 Cases, which constituted an event of default (and an acceleration event) under certain of the Company’s debt agreements resulting in, among other things, the principal and interest due under such agreements to become immediately due and payable. Enforcement of any remedies is automatically stayed as a result of the Chapter 11 proceedings.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
On August 8, 2025, the Company received a written notification letter (the “Notification Letter”) from The NASDAQ Global Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5450(a)(1), which requires listed securities to maintain a minimum bid price of $1.00 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.
Based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from June 26, 2025 to August 7, 2025, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company’s listing on Nasdaq at this time. The Notification Letter states that the Company has 180 calendar days, or until February 4, 2026, to regain compliance with Nasdaq Listing Rule 5450(a)(1). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of ten (10) consecutive business days. If we do not regain compliance, Nasdaq will suspend trading of our common stock and commence delisting procedures from Nasdaq.
We expect to receive a notice of delisting from Nasdaq notifying us that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rule 5801, Nasdaq had determined that our common stock will be delisted from Nasdaq and trading of our common stock was suspended immediately. Delisting will have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock is likely to become more volatile. Delisting may also reduce the number of investors willing to hold or acquire our common stock and negatively impact our ability to access equity markets and obtain financing. Delisting is expected to negatively impact your ability to sell or otherwise transact in our common stock. Our delisting from Nasdaq will become effective ten calendar days after the Form 25 is filed by Nasdaq and the de-registration of our common stock under Section 12(b) of the Exchange Act will become effective 90 days, or such shorter period as the SEC may determine, from the date of the Form 25 filing.
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Item 6. EXHIBITS
Exhibit Number |
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Exhibit Description |
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31.1* |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1** |
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2** |
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS* |
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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* |
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Inline XBRL Taxonomy Extension Schema Document |
104* |
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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.
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SIGNATURES
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, thereunto duly authorized.
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TPI COMPOSITES, INC. |
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Date: August 11, 2025 |
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By: |
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/s/ Ryan Miller |
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Ryan Miller |
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Chief Financial Officer |
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(Principal Financial Officer) |
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Source:
FAQ
Has TPI Composites (TPIC) filed for bankruptcy protection?
How much did TPIC lose in the first six months of 2025?
What cash and liquidity did TPIC report at June 30, 2025?
What happened to TPIC鈥檚 long-term debt after the filing?
Will TPIC鈥檚 common stock remain listed on Nasdaq?
