2020 F ORM 10 -K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2020
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from
to
Commission File Number 001-37839
TPI Composites, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
20-1590775
(I.R.S. Employer
Identification Number)
8501 N. Scottsdale Rd.
Gainey Center II, Suite 100
Scottsdale, AZ 85253
(480) 305-8910
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01
Trading symbol(s)
TPIC
Name of each exchange on which registered
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No (cid:3)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
☐
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The aggregate market value of the shares of common stock held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on
June 30, 2020 as reported by the NASDAQ Global Market on such date was approximately $708 million. Shares of the Registrant’s common stock held by each
executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This
calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.
As of January 29, 2021, the Registrant had 36,563,798 shares of common stock outstanding.
Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on May 18, 2021, are incorporated by
reference into Part III of this Report.
Documents Incorporated by Reference
Table of Contents
PART I
Item 1. Business ............................................................................................................................................
Item 1A. Risk Factors.......................................................................................................................................
Item 1B. Unresolved Staff Comments .............................................................................................................
Item 2.
Properties ..........................................................................................................................................
Legal Proceedings .............................................................................................................................
Item 3.
Item 4. Mine Safety Disclosures ...................................................................................................................
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ..........................................................................................................................
Item 6.
Selected Financial Data.....................................................................................................................
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...........
Item 7A. Quantitative and Qualitative Disclosures About Market Risk..........................................................
Item 8.
Financial Statements and Supplementary Data.................................................................................
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........
Item 9A. Controls and Procedures ...................................................................................................................
Item 9B. Other Information .............................................................................................................................
PART III
Item 10. Directors, Executive Officers and Corporate Governance................................................................
Item 11. Executive Compensation...................................................................................................................
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters..........................................................................................................................................
Item 13. Certain Relationships and Related Transactions, and Director Independence .................................
Item 14. Principal Accounting Fees and Services ...........................................................................................
PART IV
Item 15. Exhibits, Financial Statement Schedules ..........................................................................................
Item 16. Form 10-K Summary ........................................................................................................................
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal
securities law. All statements other than statements of historical facts contained in this Annual Report on Form 10-
K, including statements regarding our future results of operations and financial position, business strategy and plans
and objectives of management for future operations, are forward-looking statements. In many cases, you can
identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,”
“intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the
negative of these terms or other similar words. Forward-looking statements contained in this Annual Report on
Form 10-K include, but are not limited to, statements about:
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the potential impact of the COVID-19 pandemic on our business and results of operations;
competition from other wind blade and wind blade turbine manufacturers;
the discovery of defects in our products and our ability to estimate the future cost of warranty
campaigns;
growth of the wind energy market and our addressable market;
the potential impact of the increasing prevalence of auction-based tenders in the wind energy market
and increased competition from solar energy on our gross margins and overall financial performance;
our future financial performance, including our net sales, cost of goods sold, gross profit or gross
margin, operating expenses, ability to generate positive cash flow, and ability to achieve or maintain
profitability;
changes in domestic or international government or regulatory policy, including without limitation,
changes in trade policy;
the sufficiency of our cash and cash equivalents to meet our liquidity needs;
our ability to attract and retain customers for our products, and to optimize product pricing;
our ability to effectively manage our growth strategy and future expenses, including our startup and
transition costs;
our ability to successfully expand in our existing wind energy markets and into new international wind
energy markets, including our ability to expand our field service inspection and repair services business
and manufacture wind blades for offshore wind energy projects;
our ability to successfully open new manufacturing facilities and expand existing facilities on time and
on budget;
the impact of the accelerated pace of new product and wind blade model introductions on our business
and our results of operations;
our ability to successfully expand our transportation business and execute upon our strategy of entering
new markets outside of wind energy;
worldwide economic conditions and their impact on customer demand;
our ability to maintain, protect and enhance our intellectual property;
our ability to comply with existing, modified or new laws and regulations applying to our business,
including the imposition of new taxes, duties or similar assessments on our products;
the attraction and retention of qualified employees and key personnel;
our ability to maintain good working relationships with our employees, and avoid labor disruptions,
strikes and other disputes with labor unions that represent certain of our employees;
our ability to procure adequate supplies of raw materials and components to fulfill our wind blade
volume commitments to our customers; and
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the potential impact of one or more of our customers becoming bankrupt or insolvent, or experiencing
other financial problems.
These forward-looking statements are only predictions. These statements relate to future events or our future
financial performance and involve known and unknown risks, uncertainties and other important factors that may
cause our actual results, levels of activity, performance or achievements to materially differ from any future results,
levels of activity, performance or achievements expressed or implied by these forward-looking statements. We have
described under the heading “Risk Factors” included in Part 1, Item 1A of this Annual Report on Form 10-K the
principal risks and uncertainties that we believe could cause actual results to differ from these forward-looking
statements. Because forward-looking statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future
events.
The forward-looking statements in this Annual Report on Form 10-K represent our views as of the date of this
Annual Report on Form 10-K. 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 Annual Report on Form 10-K. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
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Item 1. Business
Description of Business
PART I
TPI Composites, Inc. is the holding company that conducts substantially all of its business operations through
its direct and indirect subsidiaries (collectively, the Company or we). The Company was founded in 1968 and has
been producing composite wind blades since 2001. The Company’s knowledge and experience of composite
materials and manufacturing originates with its predecessor company, Tillotson Pearson Inc., a leading manufacturer
of high-performance sail and powerboats along with a wide range of composite structures used in other industrial
applications. Following the separation from the boat building business in 2004, the Company reorganized in
Delaware as LCSI Holding, Inc. and then changed its corporate name to TPI Composites, Inc. in 2008.
Overview
We are the only independent manufacturer of composite wind blades for the wind energy market with a global
manufacturing footprint. We enable many of the industry’s leading wind turbine original equipment manufacturers
(OEM) to outsource the manufacturing of some of their wind blades through our global footprint of advanced
manufacturing facilities strategically located to serve large and growing wind markets in a cost-effective manner.
Given the importance of wind energy capture, turbine reliability and cost to power producers, the size, quality and
performance of wind blades is highly strategic to our OEM customers. As a result, we have become a key supplier to
our OEM customers in the manufacture of wind blades and related precision molding and assembly systems. We
have entered into long-term supply agreements pursuant to which we dedicate capacity at our facilities to our
customers in exchange for their commitment to purchase minimum annual volumes of wind blade sets (which
consist of three wind blades). This collaborative dedicated supplier model provides us with contracted volumes that
generate significant revenue visibility, drive capital efficiency and allow us to produce wind blades at a lower total
delivered cost, while ensuring critical dedicated capacity for our customers.
We also provide field service inspection and repair services to our OEM customers and wind farm owners and
operators. Our field service inspection and repairs services include diagnostic, repair and maintenance service
offerings for wind blades that have been installed on wind turbines located at wind farms. Our field service
inspection and repair services can be performed up-tower, where a blade technician performs these services in the
air or from the wind turbine tower on a wind turbine blade, or down tower, where a blade is first removed from a
wind turbine and these services are performed on the ground at the wind farm site or in a repair facility.
We also leverage our advanced composite technology and history of innovation to supply high strength,
lightweight and durable composite products to the transportation market. In November 2017, we signed a five- year
supply agreement with Proterra Inc. (Proterra) to supply Proterra Catalyst® composite bus bodies. In February 2018,
we entered into an agreement with Navistar, Inc. (Navistar) to design and develop an all composite Class 8 tractor
cab. This collaborative development project was entered into in connection with Navistar’s award under the
Department of Energy’s (DOE) Super Truck II investment program, which is designed to promote fuel efficiency in
commercial vehicles. In 2019, we also agreed to develop prototype composite body delivery vehicles for Workhorse
Group. In 2019, we made a capital investment of approximately $11.5 million to develop a highly automated
manufacturing line for the electric vehicle market within our Warren, Rhode Island facility, and we are currently in
the process of commissioning this line. We expect this investment will enable us to further develop our technology,
create defensible product and process intellectual property (IP) and demonstrate our capability to manufacture
composite components cost effectively at automotive volume rates. We also expect this automated manufacturing
line will also help our current and potential customers to de-risk the decision-making process to commit to TPI for
high-volume manufacturing programs in the future.
Our wind blade and precision molding and assembly systems manufacturing businesses accounted for
approximately 96%, 96%, and 95% of our total net sales for each of the years ended December 31, 2020, 2019 and
2018, respectively. As of February 24, 2021, our long-term wind and transportation supply agreements provide for
minimum aggregate volume commitments from our customers of approximately $2.8 billion and encourage our
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customers to purchase additional volume up to, in the aggregate, a total contract value of approximately $4.6 billion
through the end of 2024.
Financial Information about Segments and Geographic Areas
We divide our business operations into five geographic operating segments - (1) the United States (U.S.), (2)
Asia, (3) Mexico, (4) Europe, the Middle East and Africa (EMEA) and (5) India as follows:
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Our U.S. segment includes (1) the manufacturing of wind blades at our Newton, Iowa facility, (2) the
manufacturing of precision molding and assembly systems used for our transportation business at our
Warren, Rhode Island facility, (3) the manufacturing of composite solutions for the transportation
industry, which we also conduct at our Warren, Rhode Island facility, (4) wind blade inspection and
repair services, (5) our advanced engineering center in Kolding, Denmark, which provides technical and
engineering resources to our manufacturing facilities, (6) our engineering center in Berlin, Germany and
(7) our corporate headquarters.
Our Asia segment includes (1) the manufacturing of wind blades at our facilities in Dafeng, China and
Yangzhou, China, (2) the manufacturing of precision molding and assembly systems at our Taicang
Port, China facility and (3) wind blade inspection and repair services.
Our Mexico segment includes (1) the manufacturing of wind blades at our three facilities in Juárez,
Mexico and a facility in Matamoros, Mexico, (2) the manufacturing of precision molding and assembly
systems and composite solutions for the transportation industry at our fourth Juárez, Mexico facility and
(3) wind blade inspection and repair services.
Our EMEA segment manufactures wind blades at our two facilities in Izmir, Turkey and also performs
wind blade inspection and repair services.
Our India segment manufactures wind blades at our new manufacturing facility in Chennai, India, which
commenced operations in the first quarter of 2020.
For additional information regarding our operating segments and geographic areas, see Note 19 – Segment
Reporting of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on
Form 10-K.
Business Strategy
Our long-term success will be driven by our business strategy. The key elements of our business strategy are
as follows:
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Capitalize on the long-term, global trends of decarbonization of the electric sector and the
electrification of vehicles. We believe we are well-positioned to participate and benefit from the
continued global growth of renewable energy, and in particular, wind energy. Global demand for
renewable energy has increased significantly in recent years and we expect that this trend will continue
and potentially accelerate in the coming years due to a multitude of factors, including: increased cost
competitiveness of wind energy compared to fossil fuel generated electricity; increased demand from
corporations and utility providers for renewable energy; recent international policy initiatives designed
to promote the growth of renewable energy; and the Biden administration’s proposed plans to promote
renewable energy growth in the United States. We believe our global footprint of manufacturing
facilities will allow us to capitalize on the continued global growth of wind energy in the coming years.
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Grow our existing relationships and develop new relationships with leading industry OEMs. We plan
to continue growing and expanding our relationships with existing customers who, according to data
from BloombergNEF (Bloomberg), represented approximately 52% of the global onshore wind energy
market, approximately 88% of that market excluding China, and 99% of the U.S. onshore wind turbine
market over the three years ended December 31, 2019, based on megawatts (MWs) of energy capacity
installed, as well as developing new relationships with other leading industry OEMs. We expect to be
presented with opportunities to expand our existing relationships and develop new relationships with
industry OEMs as they seek to capitalize on the benefits of outsourced wind blade manufacturing while
maintaining high quality customization and dedicated capacity. In July 2020, General Electric
International, Inc. and its affiliates (GE Wind) agreed to extend our existing supply agreement in one of
our Mexico plants by two years to 2022, and our existing supply agreement in our Newton Iowa plant
by one year through 2021 with an option to extend through 2022, and added one additional wind blade
manufacturing line in Mexico to provide blades for GE Wind’s turbine technologies in North America.
In July 2020, we entered into a supply agreement with Nordex SE (Nordex) for two additional
manufacturing lines in our Chennai, India facility, where we plan to start production in the first quarter
of 2021. In August 2020, we reached an agreement with Vestas to extend our supply agreement at one
of our Izmir, Turkey plants by one year through 2022.
Leverage our footprint in large and growing wind markets, capitalize on the continuing outsourcing
trend, evaluate building wind blades for the growing offshore wind market and evaluate strategic
acquisitions. As the wind energy market continues to expand globally and many wind turbine OEMs
continue to shift towards increased outsourcing of wind blade manufacturing, we believe we are well-
positioned with our global footprint. We utilize our strengths in composites technology and
manufacturing, combined with our collaborative dedicated supplier model to provide our customers
with an efficient solution for their expansion in large and growing onshore wind markets. We also are
evaluating opportunities to manufacture wind blades for the growing offshore wind market. In addition,
our demonstrated ability to enter into new markets and the strength of our manufacturing capabilities
afford us the optionality to build new factories or grow through strategic acquisitions.
Continue to drive down costs of wind energy. We continue to work with our customers on larger size
wind blade models that maximize the capture of wind energy and drive down the levelized cost of
energy (LCOE). We also continue to utilize our advanced technology, regional manufacturing facilities
strategically located to cost effectively serve large and growing wind markets and ability to source
materials globally at competitive costs to deliver high-performing, composite wind blades. Our
collaborative engineering approach and our advanced precision molding and assembly systems allow us
to integrate our customer’s design requirements with cost-efficient, replicable and scalable
manufacturing processes. This collaborative engineering approach with our customers also allows us to
reduce manufacturing cycle times, new line and factory start up times and new blade model transition
times. We also continue to work with our customers to drive down the cost of materials and production,
the benefit of which we typically share with our customers contractually in a manner that reduces LCOE
for customers, further strengthens our customer relationships and improves our margins.
Expand our field service inspection and repair business. Although sales from our field service
inspection and repair business currently represent a very small percentage of our total revenue, we plan
to expand our field service inspection and repair business by leveraging our existing wind blade
manufacturing and composites expertise and global footprint. We believe there is an increasing demand
and growing market for experienced wind blade inspection and repair services worldwide as the number
of wind turbines installed worldwide continues to grow and the fleet of existing wind turbines continues
to age. We also expect that the operating margins at our field service inspection and repair business will
be higher than the operating margins of our wind blade manufacturing business.
5
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Focus on continuing innovation. We have a history of innovation in advanced composite technologies
and production techniques and use several proprietary technologies related to wind blade
manufacturing. With this culture of innovation and a collaborative “design for manufacturability”
approach, we continue to address increasing physical dimensions, demanding technical specifications
and strict quality control requirements for our customers’ most advanced wind blades. We also invest in
ongoing simplification and selective automation of production processes for increased efficiency and
precision. In addition, we plan to leverage our history of composite industry-first innovations to grow
our business in the transportation market, in which we believe there is a demand for high precision,
structural composites manufacturing as well as high speed, high volume manufacturing of structural
composite components, particularly in the transportation market.
Wind Blade Manufacturing Operations and Process
We have developed significant expertise in advanced composite technology and use high performance
composite materials, precision molding and assembly systems including modular tooling, and advanced process
technology, as well as sophisticated measurement, inspection, testing and quality assurance tools, allowing us to
produce over 65,000 wind blades since 2001 with a strong, long-term field performance record in a market where
reliability is critical to our customers’ success. We manufacture or have manufactured wind blades ranging from 30
meters to approximately 80 meters across our global facilities and have the capability to manufacture wind blades of
greater lengths as required by existing or new customers. In combination with our advanced technologies, we seek to
create manufacturing processes that are replicable and scalable in our manufacturing facilities located worldwide,
regardless of cultural or language barriers. Using continuous improvement principles, we can customize each
manufacturing step, from raw materials to finished products. This also allows us to systematically design for the
entire manufacturing process so that we can achieve better quality control and increase production efficiencies. We
believe that our focus on simplifying and, where feasible, automating production processes is critical to
manufacturing high-precision, lightweight and durable products at a reasonable cost to our customers. We produce
high unit volumes of near-aerospace grade products at industrial costs.
Raw Materials
The key raw materials for the wind blades we manufacture include highly advanced fiberglass fabrics, select
carbon reinforcements, foam, balsa wood, resin, adhesives for assembly of molded components, gel coat or paint for
preparation of cosmetic surfaces and attachment hardware including steel components. Most of these materials are
available in multiple geographic regions and in reasonably close proximity to our manufacturing facilities. Our
agreements for the supply of raw materials are designed to guarantee volumes that we believe will be required to
fulfill our customers’ wind blade commitments. A portion of our raw materials are subject to price volatility, such as
the resins used in our manufacturing processes. Although the majority of materials incorporated into our products
are available from a number of sources, certain materials are available only from a relatively limited number of
suppliers. We seek multiple suppliers for our raw materials and continually evaluate potential new supplier
relationships.
Precision Molding and Assembly Systems
Over the last decade, we have produced hundreds of precision molding and assembly systems, ranging from
30 meters to approximately 80 meters in length, to support our global operations. We began these operations in our
tooling technology center in Warren, Rhode Island. We also manufacture our precision molding and assembly
systems production capabilities at a facility in Taicang Port, China, which serves customers around the globe. While
capable of cost-effectively delivering precision molding and assembly systems across all of our facilities, our Rhode
Island tooling technology center primarily serves the North American market. In 2020, we transitioned most of our
North American precision molding and assembly system production capabilities from Warren, Rhode Island to a
new facility in Juárez, Mexico, which can serve customers globally. Our precision molding and assembly systems
have been used to build tens of thousands of wind blades worldwide.
Our tooling solutions include precision wind blade patterns, precision molding and assembly systems,
including modular tooling techniques. We believe that our technological and production expertise are key factors in
6
our continued competitiveness, as we address continually increasing physical dimensions, demanding technical
specifications, and strict quality control requirements for wind blades.
Wind Blade Production Process
Production of wind blades requires adherence to the unique specifications of each of our customers, who
design their wind turbines and wind blades to optimize performance, reliability and total delivered cost. With our
culture of innovation and a collaborative “design for manufacturability” approach, we have the capability and
expertise to manufacture wind blades of different designs, utilizing fiberglass, carbon or other advanced composite
materials to meet unique customer specifications. We also have the flexibility to quickly transition our
manufacturing facilities to produce different wind blade models and sizes using our precision molding and assembly
systems, including modular tooling techniques.
We have developed a highly dependable method for making high-quality wind blades. In conjunction with our
continuous improvement principles, we design our proprietary manufacturing processes to be replicable, scalable
and transferable to each of our advanced manufacturing facilities worldwide. As a result, we can repeatedly move a
product from its design phase to volume production while maintaining quality, even in developing regions of the
world. Similarly, we have developed the manual portions of our manufacturing processes based on proven
technologies and production methods that can be learned and implemented rapidly by line personnel. We focus on
consistency and quality control across our facilities, using hands-on training methods and employing repeatable
manufacturing processes.
We use an advanced form of vacuum-assisted resin transfer tooling process to pull liquid resin into a dry lay-
up, resulting in light, strong, and reliable composite structures. In our manufacturing process, fiber reinforcements
and core materials are laid up in a mold while dry, followed by a vacuum bag that is placed over the layup and
sealed to the mold. The wind blade component is then placed under vacuum. The resin is introduced into the wind
blade component via resin inlet ports and then distributed through the reinforcement and core materials via a flow
medium and a series of channels, saturating the wind blade component. The vacuum removes air and gases during
processing, thereby eliminating voids. Pressure differentials drive resin uniformly throughout the wind blade
component, providing a consistent laminate. By using a variety of reinforcement and core materials, the structural
characteristics of the wind blade can be highly engineered to suit the custom specifications of our customers.
Although only occasionally required by our customers, we are also capable of employing additional composite
fabrication processes, such as pre-impregnated laminates, in addition to our vacuum infusion process.
Wind Blade Long-Term Supply Agreements
Our current wind blade customers, which include Vestas, GE Wind, Nordex, Siemens Gamesa Renewable
Energy S.A. (Siemens Gamesa) and ENERCON GmbH (ENERCON), are some of the world’s largest wind turbine
manufacturers. According to data from Bloomberg, our customers represented approximately 52% of the global
onshore wind energy market, approximately 88% of that market excluding China, and 99% of the U.S. onshore wind
turbine market over the three years ended December 31, 2019, based on MWs of energy capacity installed. In our
collaborative dedicated supplier model, our customers are incentivized to maximize the volume of wind blades
purchased through lower pricing at higher purchase volumes. As of February 24, 2021, our existing wind blade
supply agreements provide for minimum aggregate volume commitments from our customers of approximately $2.8
billion and encourage our customers to purchase additional volume up to, in the aggregate, a total contract value of
approximately $4.6 billion through the end of 2024, which we believe provides us with significant future revenue
visibility and helps to insulate us from potential short-term fluctuations or legislative changes in any one market.
Our supply agreements generally contain liquidated damages provisions in the event of late delivery, however, we
generally do not bear the responsibility for transporting the wind blades we manufacture to our customers.
Our long-term supply agreements with our customers generally encourage our customers to maximize the
volume of wind blades they purchase from us, since purchasing less than a specified amount typically triggers
higher pricing, as well as provide downside protection for us through minimum annual volume commitments. Some
of our long-term supply agreements also provide for annual sales price reductions reflecting assumptions regarding
increases in our manufacturing efficiency and productivity. We work to continue to drive down the cost of materials
and production through innovation and global sourcing, a portion of the benefit of which we share with our
7
customers contractually, further strengthening our deep customer relationships. Wind blade pricing is based on
annual commitments of volume as established in the customer’s contract, with orders less than committed volume
resulting in additional costs per wind blade to customers. Orders in excess of annual commitments may but
generally do not result in discounts to customers from the contracted price for the committed volume. Customers
may utilize early payment discounts, which are reported as a reduction of revenue at the time the discount is taken.
Vestas
In 2014, we entered into a new supply agreement with Vestas to supply wind blades from a manufacturing
facility in Dafeng, China. Based on the success of this manufacturing arrangement, we expanded our relationship
with Vestas through additional supply agreements to manufacture wind blades at our manufacturing facilities in
Turkey, Matamoros, Mexico and Yangzhou, China. Additionally, in 2018, we entered into a supply agreement with
Vestas to supply wind blades from a new manufacturing facility that was built in Chennai, India and we commenced
operations at this facility in the first quarter of 2020. In August 2020, we reached an agreement with Vestas to
extend our supply agreement at our Turkey facility by one year through 2022. Each of the supply agreements with
Vestas provide for a minimum number of wind blade sets to be purchased by Vestas each year during the term, the
schedule for which is established at the outset of the agreement. In return, we commit to dedicate a specific number
of manufacturing lines to Vestas for each of the years under the supply agreements. Additionally, we create some of
the model-specific tooling for Vestas. If either party commits a material breach of the supply agreement, the non-
breaching party may terminate the supply agreement if the breach is not remedied or if the parties have not mutually
agreed to plan for cure within 30 days after notice of breach has been given.
GE Wind
We have entered into multiple supply agreements with GE Wind to manufacture wind blades from two
manufacturing facilities in Juárez, Mexico and our Newton, Iowa manufacturing facility. Each of the supply
agreements with GE Wind provide for a minimum number of wind blade sets to be purchased by GE Wind each
year during the term, the schedule for which is established at the outset of the agreement. In return, we commit to
dedicate a specific number of manufacturing lines to GE Wind for each of the years under the supply agreements. In
August 2018, GE Wind agreed to extend our existing supply agreement for one of our Mexico manufacturing
facilities by two years to 2022 and increased the number of wind blade manufacturing lines in that facility from
three to five. In addition, GE Wind agreed to transition to a larger blade model in our Newton, Iowa plant in early
2019 and to eliminate its option to terminate its supply agreement at this location prior to its December 2020
expiration. In July 2020, GE Wind agreed to extend our existing supply agreement in one of our Mexico plants by
two years to 2022 and our existing supply agreement in our Newton Iowa plant by one year to 2021 with an option
to extend through 2022 and added one additional wind blade manufacturing line in Mexico to provide blades for GE
Wind’s turbine technologies in North America in 2021. Unless otherwise terminated or renewed, our supply
agreements with GE Wind are in effect until the end of 2021 for our Iowa facility and until the end of 2022 for our
two Mexico facilities. In addition, either party may terminate these supply agreements upon a material breach by the
other party which goes uncured for 30 days after written notice has been provided.
Other Long-Term Supply Agreements
We have entered into other long-term supply agreements in China, Mexico, Turkey and India with Nordex,
Siemens Gamesa and ENERCON. With respect to these supply agreements, we agree to dedicate capacity for a set
number of wind blades for each calendar year during the term of the agreement in exchange for commitments to
purchase minimum annual volumes of wind blade sets. Unless otherwise terminated, these supply agreements
generally remain in effect for a period of five years and either party may terminate their respective supply
agreements upon a material breach by the other party which goes uncured. Some of these supply agreements contain
provisions that allow for our customers to purchase less volume in later years of these supply agreements, reduce the
number of dedicated manufacturing lines or to terminate the supply agreement upon notice for reasons such as our
failure to deliver the contracted wind blade volumes or our failure to meet certain mutually agreed upon cost
reduction targets. See “Risk Factors—Risks Related to Our Wind Blade Business— Some of our long-term supply
agreements with our customers are subject to early termination and volume reductions at the discretion of our
customers, and any early termination of or reduced volumes of wind blades purchased under these agreements
8
would materially harm our business, financial condition and results of operations” included in Part I, Item 1A of this
Annual Report on Form 10-K.
Research and Development
We have a long history of developing composite products as well as the development of new and advanced
materials, tooling, manufacturing processes and inspection methods. Our knowledge and experience of composite
materials and manufacturing originates with our predecessor company, Tillotson Pearson Inc., a leading
manufacturer of high-performance recreational sail and powerboats along with a wide range of composite structures
used in other industrial applications. Leveraging our knowledge and experience, we realized the opportunity to
specialize in wind energy and other industrial end-markets where there was a demand for high precision composite
manufacturing capabilities.
We conduct research and development in close collaboration with our customers on the design, development
and deployment of innovative manufacturing processes, including automation, advanced materials and sophisticated
product quality inspection tools. We have partnered with the U.S. DOE, government laboratories, universities and
our customers to innovate through cost sharing Advanced Manufacturing Innovation Initiative programs. In 2021,
we will be collaborating with the University of Maine pursuant to a grant from the U.S. DOE’s Office of Energy
Efficiency and Renewable Energy to develop a rapid, low-cost additive manufacturing solution (3D printing) for
fabricating large, segmented wind blade molds. In February 2018, we entered into an agreement with Navistar to
design and develop an all composite Class 8 tractor cab. This collaborative development project was entered into in
connection with Navistar’s recent award under the DOE’s Super Truck II investment program, which is designed to
promote fuel efficiency in commercial vehicles. We believe incorporating composite materials into a Class 8 tractor
cab offers multiple potential performance and efficiency advantages compared to traditional metals in terms of
weight savings, reduced part counts, and non-corrosion. In the first quarter of 2019, we executed a joint
development agreement with GE Wind to cooperatively develop advanced blade technology for future wind
turbines.
We employ a highly experienced workforce of engineers in various facets of our business, from research and
development projects, to the ongoing, real-time development and implementation of incremental manufacturing and
material improvements. Our research and development effort places a priority on improving quality through process
and procedure improvement, in addition to reducing cost through specification changes and sourcing of more cost-
effective suppliers. Other areas of emphasis include composite design, in-house fabrication of precision molding and
assembly systems, prototyping, testing, optimization and volume production capabilities. We also encourage our
employees to invent and develop new technologies to maintain our competitiveness in the marketplace. In addition
to our internal research and development activities, from time to time, we also conduct research and development
activities pursuant to funded development arrangements with our customers and other third parties, and intend to
continue to seek opportunities for product development programs that could create recurring revenue and increase
our overall profitability over the long term.
In July 2019, we acquired certain intellectual property and hired a team of engineering resources from the
EUROS group, based in Berlin, Germany. This team of technical experts focuses on blade design, tooling, materials
and process technology development, strengthened our technical capabilities in support of our global operations and
growth. In addition, we established an advanced engineering center in Kolding, Denmark which provides technical
and engineering resources to our manufacturing facilities and our customers.
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Competition
The wind blade market is highly concentrated, competitive and subject to evolving customer needs and
expectations. In 2017, GE Wind, our largest customer at the time, completed its acquisition of LM Wind Power
(LM), our largest competitor. We also compete primarily with other independent wind blade manufacturers such as
Sinoma Science & Technology Co. Ltd., Shanghai Aeolon Wind Energy Technology Development (Group) Co.,
Ltd., Aeris Industria E Comercio De Equipamentos Para Geracao De Energia S.A. and ZhongFu Lianzhong
Composites Group Co., Ltd., as well as regional wind blade suppliers in geographic areas where our current or
prospective manufacturing facilities are located.
We also compete with, and in a number of cases supplement, vertically integrated wind turbine OEMs that
manufacture their wind blades. We believe that a number of other established companies are manufacturing wind
blades that will compete directly with our offerings, and some of our competitors noted above, may have significant
financial and institutional resources.
The principal competitive factors in the wind blade market include reliability, total delivered cost,
manufacturing capability, product quality, engineering capability and timely completion of wind blades. We believe
we compete favorably with our competitors on the basis of the foregoing factors. Our ability to remain competitive
will depend to a great extent upon our ongoing performance in the areas of manufacturing capability, timely
completion and product quality.
Transportation Products
We seek to create additional recurring revenue opportunities through the supply of other composite structures
outside the wind energy market. We believe transportation products, including buses, trucks, electric vehicles and
high-performance automotive products, are ideally suited for our advanced composite technology because of the
benefits derived from weight reduction, corrosion resistance, strength and durability. These benefits should allow us
to develop structural composite solutions to assist our customers in developing electric vehicles, including light,
medium and heavy-duty trucks, buses and automobiles with clean propulsion systems or in meeting new and
developing fuel economy standards.
In addition, by producing a range of composite structures, we are able to leverage the materials and
manufacturing process technology and expertise developed through one project to maximize production quality,
improve performance and minimize costs across our other manufacturing efforts, including our wind blade business.
Our projects for customers in the transportation market have historically generated project-related revenues for a
specific duration. We intend to seek collaborations with additional customers in these markets that will provide
recurring revenue and business opportunities for us, in addition to the opportunities provided by our existing
customers and relationships, and contribute to our overall profitability over the long term.
Our facilities in Warren, Rhode Island and Juárez, Mexico manufacture products for customers in the
transportation market using a similar proprietary and replicable manufacturing processes that we use to produce
wind blades. Our projects for customers in the transportation market include, or have included, the supply of all-
composite bodies for electric buses and automated people mover systems for airports. We ceased manufacturing
composite bus bodies from our Newton, Iowa facility in the first quarter of 2020. In 2019, we made a capital
investment of approximately $11.5 million to develop a highly automated manufacturing line for the electric vehicle
market within our Warren, Rhode Island facility, and we are currently in the process of commissioning this line. We
expect this investment will enable us to further develop our technology, create defensible product and process IP and
demonstrate our capability to manufacture composite components cost effectively at automotive volume rates.
Our current principal competitors in the transportation market include suppliers of conventional steel and
aluminum products and non-structural automotive fiberglass and other advanced composites-based manufacturers
for transportation applications.
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Intellectual Property
We have a variety of intellectual property rights, including patents issued, filed and applied-for in a number of
jurisdictions, including the United States, Germany, the European Union and China, trademarks and copyrights, but
we believe that our continued success and competitive position depend, in large part, on our proprietary materials,
tooling, process and inspection technologies and our ability to innovate. Accordingly, we take measures to protect
the confidentiality and control the disclosure of our proprietary technology. We rely primarily on a combination of
patents, know-how and trade secrets to establish and protect our proprietary rights and preserve our competitive
position. We also seek to protect our proprietary technology, in part, by confidentiality agreements with our
customers, employees, consultants and other contractors. Trade secrets, however, are difficult to protect. These
agreements may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets
may otherwise become known or be independently discovered by competitors. To the extent that our customers,
employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may
arise as to the rights in related or resulting know-how and inventions.
Backlog
As of December 31, 2020 and 2019, our backlog for wind blades and related products totaled $1,197.7 million
and $1,038.9 million, respectively. Our backlog includes purchase orders issued in connection with our long-term
supply agreements. We generally record a purchase order into backlog when the following requirements have been
met: a signed long-term supply agreement or other contractual agreement has been executed with our customer, a
purchase order has been issued by our customer and we expect to ship wind blades to or produce the related
products for such customer in satisfaction of any purchase order within 12 months. Backlog as of any particular date
should not be relied upon as indicative of our revenue for any future period.
Regulation
Wind Energy
Our operations are subject to various foreign, federal, state and local regulations related to environmental
protection, health and safety, labor relationships, general business practices and other matters. These regulations are
administered by various foreign, federal, state and local environmental agencies and authorities, including the
Environmental Protection Agency (EPA), the Occupational Safety and Health Administration of the U.S.
Department of Labor and comparable agencies in China, Mexico, Turkey, India and individual U.S. states. In
addition, our manufacturing operations in China, Mexico, Turkey and India are subject to those countries’ wage and
price controls, currency exchange control regulations, investment and tax laws, laws restricting our ability to
repatriate profits, trade restrictions and laws that may restrict foreign investment in certain industries. Some of these
laws have only been recently adopted or are subject to further rulemaking or interpretation, and their impact on our
operations, including the cost of complying with these laws, is uncertain. We believe that our operations currently
comply, in all material respects, with applicable laws and regulations. Further, as a U.S. corporation, we are subject
to The Foreign Corrupt Practices Act of 1977 (FCPA), which generally prohibits U.S. companies and their
intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business.
In addition, our business has been and will continue to be affected by subsidization of the wind turbine
industry with its influence declining over time as wind energy reaches grid parity with traditional sources of energy.
In the United States, the federal government has encouraged capital investment in renewable energy primarily
through tax incentives. Production tax credits for new renewable energy projects were first established in 1992. The
Production Tax Credit for Renewable Energy (PTC) provided the owner of a wind turbine placed in operation before
January 1, 2015 with a 10-year credit against its U.S. federal income tax obligations based on the amount of
electricity generated by the wind turbine.
The PTC was extended in 2015 for wind power projects through December 31, 2019, and was to be phased
down over the term of the PTC extension. Specifically, the PTC was kept at the same rate in effect at the end of
2014 for wind power projects that either commenced construction or met certain safe harbor requirements by the end
of 2016, and thereafter was to be reduced by 20% per year in 2017, 2018 and 2019, respectively. In December 2019,
Congress extended the PTC through the end of 2020 and increased the rate from 40% to 60% for projects that either
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commenced construction or met certain safe harbor requirements by the end of 2020 and are commissioned by the
end of 2024. In December 2020, Congress extended the PTC through the end of 2021, continuing the rate of 60%
for projects that either commenced construction or met certain safe harbor requirements by the end of 2021 and are
commissioned by the end of 2025. In January 2021, the Biden administration announced several executive orders to
promote renewable energy.
At the state level, as of December 31, 2020, 30 states, the District of Columbia and Puerto Rico have
implemented renewable portfolio standard (RPS) programs that generally require that, by a specified date, a certain
percentage of a utility’s electricity supplied to consumers within such state is to be from renewable sources (ranging
from 10% to 100% and from between the present and 2050).
In addition, there are also increasing regulatory efforts globally to promote renewable power. In December
2020, the European Union (EU) agreed to reduce EU greenhouse gas emissions by at least 55% by 2030, compared
to 1990 levels. Similarly, in December 2020, China announced its goal to reach carbon neutrality by 2060, and in
September 2019, India targeted to increase its renewable energy capacity to 450 gigawatts by 2030 and to 40% non-
fossil fuel energy by 2030. Additionally, Turkey enacted Law No. 5346 in 2005, which was recently amended and
extended in January 2021, to promote renewable-based electricity generation within their domestic electricity
market through feed-in- tariffs and purchase obligations for distribution companies requiring purchases from
certified renewable energy producers.
Human Capital
As of December 31, 2020, we employed over 14,900 full-time employees, approximately 1,300 of whom were
located in the United States, 2,000 in China, 6,000 in Mexico, 4,100 in Turkey and 1,500 in India. Certain of our
employees in Turkey and at our manufacturing facility in Matamoros, Mexico are represented by a labor union. We
believe that our relations with our employees are generally good.
Our human capital strategy focuses on creating an exceptional employee experience and ensuring that we
foster a learning culture where our employees want to grow with us. Our primary focus areas of our human capital
strategy are as follows:
Culture
We believe our unique culture is a key strategic advantage for us. Our associates are highly engaged and
committed to the company, their teams, and the jobs they perform based on our most recent employee engagement
surveys. This strong employee engagement is due in part to a strong sense of purpose given our role in the broader
renewable energy supply chain. We believe strong employee engagement translates into a strong quality focus and
orientation. It is through the efforts of our nearly 15,000 employees at year-end 2020 that we have been able to
continue to achieve high levels of performance. When we select new persons to join our team, we ensure that the
individuals have high levels of commitment and adaptability in addition to the skills needed for the role. Our
employees embrace our core values of safety, operational excellence, commitment, integrity and leadership. Our
team members bring our values to life by applying their diverse backgrounds and skillsets to the jobs they are
performing, demonstrating high discretionary effort, and embracing our values in their day-to-day lives.
Safety
Safety is our most important and first core value. We strongly believe that all accidents are preventable and
that every associate should return at the end of their shift to their families in the same healthy condition in which
they showed up for work. To help drive these beliefs it is our goal to continuously improve our zero-harm culture
and implement a global behavior-based safety program resulting in zero unsafe behaviors. Our 13 manufacturing
facilities have safety management systems in place that cover their associates and activities. We ensure the safety of
our associates to support our zero-harm culture in a variety of ways, starting with safety education. Safety education
is the foundation for our other safety measures. Associates receive regular training on environmental, health and
safety (EHS) related topics. This training includes but is not limited to:
•
general awareness EHS training
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•
•
•
•
•
•
•
ergonomics training
compliance training
hazard-specific training as required for the job or task
fire hazard and prevention training
hazardous material training
equipment-specific safety training
safety incident and corrective action training
Diversity, Equity and Inclusion
We value diversity in all forms, especially diversity of thought, and aspire to create an environment that
recognizes and celebrates the benefits that come with a diverse workforce. We know that diversity of our employee
population makes us better and strive to continue to improve and act with intention in these areas.
As a global business, we have an incredible opportunity to benefit from the diversity we have in our
company. We can and will do more to maximize the positive impact that diversity, equity, inclusion, and a feeling of
belonging can bring. We believe that this and the rest of our vision statement for diversity, equity and inclusion is a
solid representation of what we believe in, are committed to, and how we will hold associates and leaders
accountable. We recognize that one of our greatest areas of opportunity is to increase the representation of women
and overall racial and ethnic diversity at all levels of leadership as we add more talent to our leadership levels.
Talent
We market open jobs across multiple platforms such as our website, LinkedIn, internal postings and local job
boards to ensure that our candidate pool is as diverse as possible. We promote having diversity on the interviewing
and selection panel to ensure different points of view are considered as part of the final selection process. We enjoy
high levels of retention across all of our geographies. Our overall turnover rate has continued to decline over the
past three years on a global basis. We facilitate an annual talent review process in all regions and functional teams
to promote the internal development and promotion of internal talent. We have enjoyed high participation in
employee surveys, high engagement levels against industry normative data, and also facilitated a COVID and
diversity equity and inclusion survey in 2020.
Environmental, Health and Safety
We are subject to various environmental, health and safety laws, regulations and permit requirements in the
jurisdictions in which we operate governing, among other things, health, safety, pollution and protection of the
environment and natural resources, the handling and use of hazardous substances, the generation, storage, treatment
and disposal of wastes, and the cleanup of any contaminated sites. We are not aware of any pending environmental
compliance or remediation matters that are reasonably likely to have a material adverse effect on our business,
financial position or results of operations. However, failure by us to comply with applicable environmental and
other requirements could result in fines, penalties, enforcement actions, third party claims, remediation actions,
and could negatively impact our reputation with customers. We have adopted environmental, health and safety
policies outlining our commitment to environmental responsibility and accountability. These policies apply to the
company as a whole, and our vendors and suppliers and are available on our website. We have a company-wide
focus on safety and have implemented a number of measures to promote workplace safety. Customers are
increasingly focused on safety records in their sourcing decisions due to increased regulations to report all
incidents that occur at their sites and the costs associated with such incidents.
Available Information
Our website address is www.tpicomposites.com. All of our filings with the Securities and Exchange
Commission (SEC), including this Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, statements of changes in beneficial ownership and amendments to those reports, are available free of
charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the
SEC. The information contained on our website is neither a part of, nor incorporated by reference into, this Annual
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Report on Form 10-K. The SEC also maintains an Internet website that contains reports, proxy and information
statements, and other information regarding issuers, like us, that file electronically with the SEC. The address of that
website is www.sec.gov.
Our investor relations website address is https://ir.tpicomposites.com/websites/tpicomposites/English/0
/investor-relations.html and includes key information about our corporate governance initiatives, including our
Nominating and Corporate Governance Committee charter, charters of the Audit and Compensation committees and
our Code of Business Conduct & Ethics.
Information about our Executive Officers
The following table sets forth certain information regarding our Executive Officers as of February 24, 2021:
Name
William E. Siwek
Bryan R. Schumaker
Ramesh Gopalakrishnan
James M. Hilderhoff
Thomas J. Castle
Steven G. Fishbach
Age
58
45
53
54
49
51
Position
President, Chief Executive Officer and Director
Chief Financial Officer
Chief Operating Officer, Wind
Chief Commercial Officer
Senior Vice President—Operations, Strategic Markets
General Counsel and Secretary
William E. Siwek. Mr. Siwek joined us in August 2013 as our Chief Financial Officer. In May 2019, Mr.
Siwek was named our President and ceased serving as our Chief Financial Officer. In May 2020, Mr. Siwek
assumed the role of Chief Executive Officer and was elected to the Board of Directors. Prior to joining us,
Mr. Siwek previously served as the Chief Financial Officer for T.W. Lewis Company, an Arizona-based real estate
investment company, from September 2012 to September 2013. From May 2010 until September 2012, he was an
independent consultant assisting companies in the real estate, construction, insurance and renewable energy
industries. Prior to that, Mr. Siwek was Executive Vice President and Chief Financial Officer of Talisker Mountain,
Inc., from January 2009 to April 2010. Prior to that, he was President and Chief Financial Officer of the Lyle
Anderson Company from December 2002 to December 2008. Prior to that, Mr. Siwek spent 18 years, from
September 1984 to May 2002, with Arthur Andersen where he became a Partner in both Audit and Business
Consulting Divisions. Mr. Siwek also serves on the Board of Directors of the American Clean Power Association, a
renewable energy industry trade group, which commenced operations in January 2021. Mr. Siwek holds B.S.
degrees in Accounting and Economics from University of Redlands and is a Certified Public Accountant.
Bryan R. Schumaker. Mr. Schumaker joined us in May 2019 as our Chief Financial Officer. Prior to joining
us, Mr. Schumaker served as the Chief Accounting Officer of First Solar, Inc. from July 2015 to May 2019 and the
Chief Financial Officer of 8point3 Energy Partners, a publicly-traded limited partnership formed by First Solar and
Sunpower Corporation to own, operate and acquire solar energy generation projects from July 2016 to July 2018.
Mr. Schumaker also served as Assistant Corporate Controller of First Solar from April 2008 to December 2011 and
Vice President, Corporate Controller from December 2011 to July 2015. Prior to working at First Solar, Mr.
Schumaker worked for Swift Transportation from January 2003 to April 2008 in multiple roles, including Vice
President, Corporate Controller. Prior to that, Mr. Schumaker worked for KPMG, LLP as a Supervising Senior for
the Assurance Practice and for a BDO Alliance Firm as a Senior Audit Associate. Mr. Schumaker holds a B.B.A.
degree in Accounting from the University of New Mexico. Mr. Schumaker also serves on the Board of Directors of
the Arizona Manufacturing Extension Partnership.
Ramesh Gopalakrishnan. Mr. Gopalakrishnan joined us in September 2016 as Vice President, Technology,
Transfer and Launch, and was promoted to Senior Vice President, Technology and Industrialization in August 2017
and Senior Vice President, Global Quality, Technology and Latin American Operations in February 2019. In May
2019, Mr. Gopalakrishnan was named our Chief Operating Officer – Wind. Prior to joining us, Mr. Gopalakrishnan
served as Executive Vice President, Manufacturing for Senvion GmbH from May 2015 to August 2016 and Senior
Vice President, Global Blades from February 2013 to April 2015. Prior to joining Senvion GmbH,
Mr. Gopalakrishnan served as the Chief Executive Officer of Suzlon Energy Composites from February 2011 to
January 2014, where he oversaw blade and mold factories in the United States, China and India and engineering
centers in Europe. Prior to joining Suzlon Energy Composites, Mr. Gopalakrishnan served in various operations,
supply chain and engineering roles at Halliburton Company and General Electric Company. Mr. Gopalakrishnan
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holds a B.S. in Mechanical Engineering from the Indian Institute of Technology and a M.S. and Ph.D in Mechanical
Engineering from the State University of New York at Stony Brook.
James M. Hilderhoff. Mr. Hilderhoff joined us in August 2020 as our Chief Commercial Officer. Prior to
joining us, Mr. Hilderhoff served as the Chief Commercial Officer – North America for Wabtec Corporation, a
publicly-traded leading global provider of equipment, systems, digital solutions, and value-added services for the
freight and transit rail sectors, from February 2019 to July 2020. Prior to Wabtec Corporation's merger with General
Electric Company's transportation business in February 2019, Mr. Hilderhoff served in sales, service, operations and
marketing roles in various businesses of General Electric Company for over thirty years, including GE's
transportation and power businesses. Mr. Hilderhoff served as General Manager, Global Sales and Marketing of
GE's transportation business from January 2016 to February 2019, and also served as General Manager, Americas
Services Operation for GE's transportation business from 2010 to December 2015. Mr. Hilderhoff holds an M.B.A.
in Business Administration from the University of Pennsylvania, Wharton School of Business and a B.S. degree in
Engineering Science from Pennsylvania State University.
Thomas J. Castle. Mr. Castle joined us in November 2015 as our Senior Vice President—North American
Wind Operations and Global Operational Excellence. In February 2019, Mr. Castle was named our Senior Vice
President—U.S. and Transportation Operations. In May 2019, Mr. Castle was named our Senior Vice President –
Operations, Strategic Markets. Prior to joining us, Mr. Castle was with Honeywell Aerospace from 2007 to 2015.
Mr. Castle served as the Vice President of Integrated Supply Chain, Americas Electronics Operations Center from
2014 to 2015. From 2012 to 2014, he was the Global Vice President of the Honeywell Operating System for
Aerospace. Prior to that, Mr. Castle held various positions at the Americas Services Organization from 2007 to
2012. From 1996 to 2007, Mr. Castle was with GE Aviation in roles of increasing responsibility, most recently as
the Managing Director of a manufacturing facility in Thailand from 2005 to 2007. Mr. Castle holds a B.S. degree in
Aeronautics from St. Louis University.
Steven G. Fishbach. Mr. Fishbach has served as our General Counsel since January 2015. Prior to joining us,
Mr. Fishbach served as Deputy General Counsel of Global Cash Access Holdings, Inc. from 2011 to 2015 and
Associate General Counsel from 2009 to 2011. Prior to that, Mr. Fishbach served in various senior roles in the legal
department of Fidelity National Information Services, Inc./eFunds Corporation from 2005 to 2008. Mr. Fishbach
also practiced corporate and securities law at Squire Sanders (now Squire Patton Boggs) from 2000 to 2005. Mr.
Fishbach holds a B.A. degree in American Studies from Georgetown University and a J.D. degree from William &
Mary Law School.
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Item 1A. Risk Factors
You should carefully consider the following risk factors. If any of the events contemplated by the following
discussion of risks should occur, our business, results of operations, financial condition, growth prospects and cash
flows could suffer significantly. Additional risks that we currently do not know about or that we currently believe to
be immaterial may also impair our business. Certain statements below are forward-looking statements. See “Special
Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K.
Risks Related to Our Wind Blade Business
A significant portion of our business is derived from a small number of customers, and two wind blade customers
in particular, therefore any loss of or reduction in purchase orders, failure of these customers to fulfill their
obligations or our failure to secure long-term supply agreement renewals from these customers could materially
harm our business.
Substantially all of our revenues are derived from four wind blade customers. Two customers, Vestas and GE
Wind, accounted for 49.7% and 23.4%, respectively, of our total net sales for the year ended December 31, 2020,
and 46.1% and 25.7%, respectively, of our total net sales for the year ended December 31, 2019, and 32.0% and
31.7%, respectively, of our total net sales for the year ended December 31, 2018. In addition, two customers, Nordex
and Siemens Gamesa accounted for 15.3% and 4.7%, respectively, of our net sales for the year ended December 31,
2020, 16.1% and 5.1%, respectively, of our net sales for the year ended December 31, 2019, and 19.0% and 11.2%,
respectively, of our net sales for the year ended December 31, 2018. Accordingly, we are substantially dependent on
continued business from our current wind blade customers, and Vestas and GE Wind in particular. If one or more of
our wind blade customers were to reduce or delay wind blade orders, file for bankruptcy or become insolvent, fail to
pay amounts due or satisfactorily perform their respective contractual obligations with us or otherwise terminate or
fail to renew their long-term supply agreements with us, our business, financial condition and results of operations
could be materially harmed.
Defects in materials and workmanship or wind blade failures could harm our reputation, expose us to product
warranty or other liability claims, decrease demand for wind blades we manufacture, or materially harm existing
or prospective customer relationships, and our reserves for warranty expenses might not be sufficient to cover all
future costs.
Defects in the wind blades we manufacture are unpredictable and an inherent risk in manufacturing technically
advanced products that involve a significant amount of manual labor and processes. Defects may arise from multiple
causes, including design, engineering, materials, manufacturing and components failures as well as deficiencies in
our manufacturing processes. Under our supply agreements, we warranty the materials and workmanship of the
wind blades while our customers are responsible for the fitness of use and design of the wind blades. We have
experienced wind blade failures and defects at some of our facilities during the startup manufacturing phase of new
products, and we may experience failures or defects in the future. Wind blades that we have manufactured have also
failed in the field. Any wind blade failures or other product defects in the future could materially harm our existing
and prospective customer relationships. Specifically, negative publicity about the quality of the wind blades we
manufacture or defects in the wind blades supplied to our customers could result in a reduction in wind blade orders,
increased warranty claims, product liability claims and other damages or termination of our long-term supply
agreements or business relationships with current or new customers. Any of the foregoing could materially harm
our business, operating results and financial condition.
We provide warranties for all of the wind blades and precision molding and assembly systems we produce,
including parts and labor, for periods that typically range from two to five years depending on the product sold. Our
estimate of warranty expense requires us to make assumptions about matters that are highly uncertain, including
future rates of product failure, repair costs, shipping and handling and de-installation and re-installation costs at
customers’ sites. Our assumptions could be materially different from the actual performance of our products and
these remediation expenses in the future. The expenses associated with wind blade repair and remediation activities
can be substantial and may include changes to our manufacturing processes. If our estimates prove materially
incorrect, we could incur warranty expenses that exceed our reserves and be required to make material unplanned
cash expenditures, which could materially harm our business, operating results and financial condition.
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We operate in an industry characterized by changing customer demands and associated transition costs, which
could materially harm our business.
The wind energy industry is competitive and is characterized by evolving customer demands. As a result, we
must adapt quickly to customer requests for changes to wind blade specifications, which increases our costs and can
provide periods of reduced revenue and margins. For instance, during 2020 and into 2021, we have undertaken and
will undertake model transitions at several of our facilities for various customer demands. In 2020, we had several
manufacturing lines in transition which adversely impacted our revenue and profitability. We currently expect to
have manufacturing lines in transition during 2021 which could adversely affect our revenue and profitability in
2021. We typically share transition costs with the customer in connection with these changing customer demands,
but any sharing is usually the subject of negotiation and the amount is not always contractually defined. If we do not
receive transition payments from our customers sufficient to cover our transition costs or lost margins, our business,
financial condition, and results of operations could be materially harmed.
We have experienced, and could in the future experience, quality or operational issues in connection with plant
construction or expansion, which could result in losses and cause delays in our ability to complete our projects
and may therefore materially harm our business, financial condition and results of operations.
We dedicate most of the capacity of our current wind blade manufacturing facilities to existing customers and,
as a result, we may need to build additional manufacturing capacity or facilities to serve the needs of new customers
or expanded needs of existing customers. Since the third quarter of 2016, we have commenced operations at four
new manufacturing facilities in Mexico, one in Turkey, one in Yangzhou, China and one in Chennai, India. The
construction of new plants and the expansion of existing plants involves significant time, cost and other risks. We
generally expect our plants to generate losses in their first 12 to 18 months of operations related to production
startup costs. Additionally, numerous factors can contribute, and have in the past contributed, to delays or
difficulties in the startup of, or the adoption of our manufacturing lines to produce larger wind blade models, which
we refer to as model transitions, in our manufacturing facilities. These factors include permitting, construction or
renovation delays, defects or issues with product tooling, the engineering and fabrication of specialized equipment,
the modification of our general production know-how and customer-specific manufacturing processes to address the
specific wind blades to be tested and built, changing and evolving customer specifications and expectations and the
hiring and training of plant personnel. Any delays or difficulties in plant startup or expansion may result in cost
overruns, production delays, contractual penalties, loss of revenues, reduced margins and impairment of customer
relationships, which could materially harm our business, financial condition and results of operations. For example,
in 2019, we experienced construction and startup delays with respect to our new manufacturing facility in
Yangzhou, China. These delays resulted in us paying liquidated damages of $7.8 million to one of our customers in
2019 and 2020.
Some of our long-term supply agreements with our customers are subject to early termination and volume
reductions at the discretion of our customers, and any early termination of or reduced volumes of wind blades
purchased under these agreements could materially harm our business, financial condition and results of
operations.
Our current long-term supply agreements expire between the end of 2021 and the end of 2024. Some of our
long-term supply agreements contain provisions that allow for the early termination of these agreements upon the
customer providing us with advance written notice and paying an early termination fee. Our wind blade supply
agreements generally establish annual purchase requirements on which we rely for our future production and
financial forecasts. However, the timing and volume of purchases, within certain parameters, may be subject to
change by our customers. The amount of the annual purchase requirements typically decline in the later years of our
long-term supply agreements. Our customers may not continue to maintain long-term supply agreements with us in
the future. For example, Vestas has notified us that it does not intend to renew our Dafeng, China supply agreement,
which expires at the end of 2021. If one or more of our customers terminate, or reduce the number of manufacturing
lines and volumes of wind blades purchased, or fail to renew their long-term supply agreements with us, it would
materially harm our business, financial condition and results of operations.
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Many of our long-term supply agreements contain liquidated damages provisions, which may require us to make
unanticipated payments to our customers.
Many of our long-term supply agreements contain liquidated damages provisions in the event that we fail to
perform our obligations thereunder in a timely manner or in accordance with the agreed terms, conditions and
standards. Our liquidated damages provisions generally require us to make a payment to the customer if we fail to
deliver a product or service on time. We generally try to limit our exposure under any individual long-term supply
agreement to a maximum penalty. Nevertheless, if we incur liquidated damages, they may materially harm our
business, operating results and financial condition.
Our wind turbine OEM customers are facing increasing competition and pricing pressure due to the increasing
prevalence of auction-based tenders in wind energy markets, and correspondingly our margins and results of
operations may be adversely affected.
Many governments are shifting from feed-in tariffs, which typically provide producers of wind energy with
favorable prices for wind generated electricity, to unsubsidized, auction-based tenders as a means of promoting the
development and growth of renewable energy sources such as wind energy. As a result of this shift, our wind
turbine OEM customers are experiencing intense pricing pressure with respect to the sale of their turbines. As a
result of this pricing pressure, we will be required to further reduce the costs we incur to manufacture wind blades to
remain competitive. We typically share the benefit of cost reductions related to manufacturing wind blades with our
customers pursuant to the terms of our long-term supply agreements. If these pricing pressures continue, we may
choose to reduce our margins or pass on a greater percentage of the savings to our OEM customers obtained from
manufacturing cost reductions than required under our supply agreements to remain competitive, each of which may
materially harm our business, financial condition and results of operations.
Although a majority of our manufacturing facilities are located outside the United States, our business is still
heavily dependent upon the demand for wind energy in the United States and any downturn in demand for wind
energy in the United States could materially harm our business.
We have developed a global footprint to serve the growing wind energy market worldwide and have wind
blade manufacturing facilities in the United States, China, Mexico, Turkey and India. Although a majority of our
manufacturing facilities are located outside of the United States, historically more than half of the wind blades that
we produced were deployed in wind farms located within the United States. Our Iowa and Mexico manufacturing
facilities manufacture wind blades that are generally deployed within the United States. In addition, many of our
wind blades are exported from our China, Turkey and India manufacturing facilities to the United States. In
addition, tariffs imposed on components of wind turbines from China, including wind blades, has had a negative
impact on demand for our wind blades manufactured in our Chinese manufacturing facilities. Consequently, demand
for wind energy and our wind blade sales could be adversely affected by a variety of reasons and factors, and any
downturn in demand for wind energy in the United States could materially harm our business.
We could experience shortages of raw materials or components critical to our manufacturing needs, which may
hinder our ability to perform under our supply agreements.
We rely upon third parties for raw materials, such as fiberglass, carbon, resins, foam core and balsa wood, and
various components for the wind blades we manufacture. Some of these raw materials and components may only be
purchased from a limited number of suppliers. For example, balsa wood is only grown and produced in a limited
number of geographies and is only available from a limited number of suppliers. Additionally, our ability to
purchase the appropriate quantities of raw materials is constrained by our customers’ transitioning wind blade
designs and specifications. As a result, we maintain relatively low inventory and acquire raw materials and
components as needed. Due to significant international demand for these raw materials from many industries, we
may be unable to acquire sufficient quantities or secure a stable supply for our manufacturing needs. For example, in
2019, we experienced shortages in the supply of balsa wood and other core materials. If shortages or delays occur,
we may be unable to provide our products to our customers on time, or at all. In some instances, our customers
directly control the purchase of certain key raw materials and components and if they are unable to procure and
provide us with such raw materials and components, it could cause delays and disruptions with respect to our
business and operations. In 2020, we procured approximately 25% of our raw materials from China so any weather
events, strikes, other force majeure events or geopolitical developments impacting China could disrupt our supply
chain. In addition, a disruption in any aspect of our global supply chain caused by transportation delays, customs
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delays, cost issues or other factors could result in a shortage of raw materials or components critical to our
manufacturing needs. For example, in 2020 and 2021, we have experienced several delays in receipt of certain raw
materials used to make our products primarily due to COVID-19 outbreaks amongst port workers at certain ports in
the United States. Any supply shortages, delays in the shipment of materials or components from third party
suppliers, or changes in the terms on which they are available could disrupt or materially harm our business,
operating results and financial condition.
Demand for the wind blades we manufacture may fluctuate for a variety of reasons, including the growth of the
wind industry, and decreases in demand could materially harm our business and may not be sufficient to support
our growth strategy.
Our revenues, business prospects and growth strategy heavily depend on the continued growth of the wind
industry and our customers’ continuing demand for wind blades. Customer demand could decrease from anticipated
levels due to numerous factors outside of our control that may affect the development of the wind energy market
generally, portions of the market or individual wind project developments, including:
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general economic conditions;
the general availability and demand for electricity;
wind energy market volatility;
cost-effectiveness, availability and reliability of alternative sources of energy and competing methods of
producing electricity, including solar and non-renewable sources such as natural gas;
foreign, federal and state governmental tariffs, subsidies and tax or regulatory policies;
delays or cancellations of government tenders or auctions for wind energy projects;
the availability of financing for wind development projects;
the development of electrical transmission infrastructure and the ability to implement a proper grid
connection for wind development projects;
foreign, federal and state laws and regulations regarding avian protection plans, noise or turbine setback
requirements and other environmental laws and regulations;
our customers’ cost of transporting wind blades from our manufacturing facilities to wind farms;
increases in the price or lack of availability of raw materials used to produce our wind blades;
administrative and legal challenges to proposed wind development projects; and
public perception and localized community responses to wind energy projects.
In addition to factors affecting the wind energy market generally, our customers’ demand may also fluctuate
based on other factors beyond our control. Any decline in customer demand below anticipated levels could
materially harm our revenues and operating results and could delay or impede our growth strategy.
We have experienced in the past, and our future wind blade production could be affected by, operating problems
at our facilities, which may materially harm our operating results and financial condition.
Our wind blade manufacturing processes and production capacity have in the past been, and could in the
future be, disrupted by a variety of issues, including:
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production outages to conduct maintenance activities that cannot be performed safely during operations;
prolonged power failures or reductions;
breakdowns, failures or substandard performance of machinery and equipment;
our inability to comply with material environmental requirements or permits;
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inadequate transportation infrastructure, including problems with railroad tracks, bridges, tunnels or
roads;
supply shortages of key raw materials and components;
damage or production delays caused by earthquakes, fires, floods, tornadoes, hurricanes, extreme
weather conditions such as windstorms, hailstorms, drought, temperature extremes, typhoons or other
natural disasters or terrorism or health epidemics such as the COVID-19 pandemic; and
labor unrest or shortages in skilled labor.
The cost of repeated or prolonged interruptions, reductions in production capacity, or the repair or
replacement of complex and sophisticated tooling and equipment may be considerable and could result in damages
under or the termination of our long-term supply agreements or penalties for regulatory non-compliance, any of
which could materially harm our business, operating results and financial condition.
We operate a substantial portion of our business in international markets and we may be unable to effectively
manage a variety of currency, legal, regulatory, economic, social and political risks associated with our global
operations and those in developing markets.
We currently operate manufacturing facilities in the United States, China, Mexico, Turkey, and India. Since
the third quarter of 2016, we have commenced operations at four new manufacturing facilities in Mexico, one in
Turkey, one in Yangzhou, China and one in Chennai, India. For the years ended December 31, 2020, 2019 and
2018, approximately 89%, 88% and 84%, respectively, of our net sales were derived from our international
operations and we expect that a substantial portion of our projected revenue growth will be derived from those
operations. Our overall success depends, in part, upon our ability to succeed in differing legal, regulatory, economic,
social and political conditions. The global nature of our operations is subject to a variety of risks, including:
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difficulties in staffing and managing multiple international locations;
increased exposure to foreign currency exchange rate risk or currency exchange controls imposed by
foreign countries;
the risk of import, export and transportation regulations and tariffs on foreign trade and investment,
including boycotts and embargoes;
taxation and revenue policies or other restrictions, including royalty and tax increases, retroactive tax
claims and the imposition of unexpected taxes;
the imposition of, or rapid or unexpected adverse changes in, foreign laws, regulatory requirements or
trade policies;
restrictions on repatriation of earnings or capital or transfers of funds into or out of foreign countries;
limited protection for intellectual property rights in some jurisdictions;
inability to obtain adequate insurance;
difficulty administering internal controls and legal and compliance practices in countries with different
cultural norms and business practices;
the possibility of being subjected to the jurisdiction of foreign courts in connection with legal disputes
and the possible inability to subject foreign persons to the jurisdiction of courts in the United States;
the misinterpretation of local contractual terms, renegotiation or modification of existing long-term
supply agreements and enforcement of contractual terms in disputes before local courts;
the inability to maintain or enforce legal rights and remedies at a reasonable cost or at all; and
the potential for political unrest, expropriation, nationalization, revolution, war or acts of terrorism in
countries in which we operate.
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As we continue to operate our business globally, our success will depend, in part, on our ability to anticipate
and effectively manage these and other related risks. We may be unsuccessful in developing and implementing
policies and strategies that will be effective in managing these risks in each country where we do business or
conduct operations. Our failure to manage these risks successfully could materially harm our business, operating
results and financial condition.
We may not achieve the long-term growth we anticipate if wind turbine OEMs do not continue to shift from in-
house production of wind blades to outsourced wind blade suppliers and if we do not expand our customer
relationships and add new customers.
Many wind turbine OEMs rely on in-house production of wind blades for some or all of their wind turbines.
Our growth strategy depends in large part on the continued expansion of our relationships with our current wind
blade customers, and the addition of new key customers. All of our customers possess the financial, engineering and
technical capabilities to produce their own wind blades and many source wind blades from multiple suppliers. Our
existing customers may not expand their wind energy operations or, if they do, they may not choose us to supply
them with new or additional quantities of wind blades. Our collaborative dedicated supplier model for the
manufacture of wind blades is a significant departure from traditional vertically integrated methods. As is typical for
rapidly evolving industries, customer demand for new business models is highly uncertain. Although we have
entered into long-term supply agreements with customers that also produce wind blades for their wind turbines in-
house, we may not be able to maintain these customer relationships or enter into similar arrangements with new
customers that produce wind blades in-house in the future. In addition, although GE Wind historically outsourced all
of their wind blade production requirements prior to its acquisition of LM, we expect that GE Wind will continue to
utilize LM for a substantial percentage of its wind blade production in the future. Our business and growth strategies
depend in large part on the continuation of the trend toward outsourcing manufacturing. If that trend does not
continue or we are unsuccessful in persuading wind turbine OEMs to shift from in-house production to the
outsourcing of their wind blade manufacturing, we may not achieve the long-term growth we anticipate and our
market share could be limited.
A drop in the price of energy sources other than wind energy, or our inability to deliver wind blades that compete
with the price of other energy sources, may materially harm our business, financial condition and results of
operations.
We believe that the decision to purchase wind energy is, to a significant degree, driven by the relative cost of
electricity generated by wind turbines compared to the applicable price of electricity from traditional (i.e. thermal)
and other renewable energy sources. Decreases in the prices of electricity from traditional or renewable energy
sources other than wind energy, such as solar, would harm the market for wind energy. In particular, a drop in
natural gas prices could lessen the appeal of wind-generated electricity. Technological advancements or the
construction of a significant number of power generation plants, including nuclear, coal, natural gas or power plants
utilizing other renewable energy technologies, government support for other forms of renewable energy or
construction of additional electric transmission and distribution lines could reduce the price of electricity produced
by competing methods, thereby making the purchase of wind energy less attractive. The ability of energy
conservation technologies, public initiatives and government incentives to reduce electricity consumption or support
other forms of renewable energy could also lead to a reduction in the price of electricity, which would undermine
the attractiveness of wind energy and thus wind turbines, and, ultimately wind blades. If prices for electricity
generated by wind turbines are not competitive, our business, financial condition and results of operations may be
materially harmed.
We encounter intense competition for limited customers from other wind blade manufacturers, as well as in-
house production by wind turbine OEMs, which may make it difficult to enter into long-term supply agreements,
keep existing customers and potentially get new customers.
We face significant competition from other wind blade manufacturers, and this competition may intensify in
the future. The wind turbine market is characterized by a relatively small number of large OEMs. The competitive
environment in the wind energy industry may become more challenging in the years ahead, particularly in the event
of further consolidation in the industry, which could lead to us having even fewer customers. In addition, a
significant percentage of wind turbine OEMs, including all of our current customers, produce some of their own
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wind blades in-house. As a result, we compete for business from a limited number of customers that outsource the
production of wind blades. We also compete with a number of wind blade manufacturers in China, who are growing
in terms of their technical capability and aspire to expand outside of China. Some of our competitors have more
experience in the wind energy industry, as well as greater financial, technical or human resources than we do, which
may limit our ability to compete effectively with them and maintain or improve our market share. Additionally, our
long-term supply agreements dedicate capacity at our facilities to our customers, which may also limit our ability to
compete if our facilities cannot accommodate additional capacity. If we are unable to compete effectively for the
limited number of customers that outsource production of wind blades, our ability to enter into long-term supply
agreements with potential new and existing customers may be materially harmed.
We rely on our research and development efforts to remain competitive, and we may fail to develop on a timely
basis new wind blade manufacturing technologies that are commercially attractive or permit us to keep up with
customer demands.
The market for wind blades is subject to evolving customer needs and expectations. Our research and
development is invested in developing faster and more efficient manufacturing processes in order to build the new
wind blades designed by our customers that more effectively capture wind energy and are adaptable to new growth
segments of the wind energy market. Research and development activities are inherently uncertain and the results of
our in-house research and development may not be successful. In addition, our competition may adopt more
advanced technologies or develop wind blades that are more effective or commercially attractive. We believe that
our future success will depend in large part upon our ability to be at the forefront of technological innovation in the
wind energy industry and to rapidly and cost-effectively adapt our wind blade manufacturing processes to keep pace
with changing technologies, new wind blade design and changing customer needs. If we are unable to do so, our
business, operating results, financial condition and reputation could be materially harmed.
Various legislation, regulations and incentives that are expected to support the growth of wind energy in the
United States and around the world may not be extended or may be discontinued, phased out or changed, or may
not be successfully implemented, which could materially harm wind energy programs and materially decrease
demand for the wind blades we manufacture.
The U.S. wind energy industry has been dependent in part upon governmental support through certain
incentives including federal tax incentives and state RPS programs and may not be economically viable if a large
number of these incentives are not continued. Government-sponsored tax incentive programs including the PTC, and
the Investment Tax Credit (ITC), are expected to continue to support the U.S. growth of wind energy. The PTC and
ITC were recently extended for an additional year through the end of 2021. In addition, there are also increasing
regulatory efforts globally to promote renewable power.
Because of the long lead times necessary to develop wind energy projects, any uncertainty or delay in
adopting, extending or renewing the PTC, ITC or other incentives promoting wind energy beyond their current or
future expiration dates could negatively impact potential wind energy installations and result in industry volatility.
There can be no assurance that the PTC, the ITC, tender offers, auctions or other governmental programs or
subsidies for renewable energy will remain in effect in their present form or at all, and the elimination, reduction, or
modification of these programs or subsidies could materially harm wind energy programs in the United States and
international markets and materially decrease demand for the wind blades we manufacture and, in turn, materially
harm our business, operating results and financial condition.
Our long-term growth and success is dependent upon retaining our senior management and attracting and
retaining qualified personnel.
Our growth and success depends to a significant extent on our ability to attract and retain highly qualified
research and development, management, manufacturing and other key personnel including engineers in our various
locations. In addition, we rely heavily on our management team, including William E. Siwek, our President and
Chief Executive Officer; Ramesh Gopalakrishnan, our Chief Operating Officer - Wind; Bryan Schumaker, our Chief
Financial Officer; and other senior management. Although we have executed an employment agreement with each
of these executives, these executives and other senior management can resign with little or no notice to us. The
inability to recruit and retain key personnel or the unexpected loss of key personnel may materially harm our
business, operating results and financial condition. Hiring those persons may be especially difficult because of the
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specialized nature of our business and our international operations. If we cannot attract and retain qualified
personnel, or if we lose the services of Messrs. Siwek, Gopalakrishnan, or Schumaker, other key members of senior
management or other key personnel, and we do not have adequate succession plans in place, our ability to
successfully execute our business plan, market and develop our products and serve our customers could be
materially and adversely affected. In addition, because of our reliance on our management team, our future success
depends, in part, on its ability to identify and develop talent to succeed its senior management. The retention of key
personnel and appropriate senior management succession planning will continue to be critical to the successful
implementation of our future strategies.
Risks Related to our Transportation Business
Our efforts to expand our transportation business and enter into other strategic markets may not be successful.
While our primary focus has been to manufacture composite wind blades, our strategy is to expand our
transportation business and to enter into other strategic markets. In 2018, we expanded our relationship with Proterra
and began supplying bus bodies from a new manufacturing facility in Newton, Iowa in addition to our
manufacturing facility in Warren, Rhode Island. We experienced startup challenges and incurred significant losses
in connection with the supply of bus bodies to Proterra from our Newton, Iowa manufacturing facility. As result, we
closed our Newton, Iowa bus body manufacturing facility in the first quarter of 2020, and consolidated our bus body
manufacturing operation into our Warren, Rhode Island manufacturing facility and a manufacturing facility in
Juárez, Mexico. The expansion of our transportation business and our entry into other strategic markets will require
improved execution in terms of our start up activity and ongoing manufacturing performance as well as significant
levels of investment. There can be no assurance that our transportation business or other strategic markets will
develop as anticipated or that we will have success in any such markets, and if we do not, we may be unable to
recover our investment, which could adversely impact our business, financial condition and results of operations.
We may incur material losses and costs as a result of product liability and warranty claims, litigation and other
disputes and claims.
We are exposed to warranty and product liability claims if our transportation products fail to perform as
expected. We may in the future be required to participate in a recall of these products or the vehicles incorporating
our products. If public safety concerns are raised, we may have to participate in a recall even if our products are
ultimately found not to be defective. Vehicle manufacturers have experienced increasing recall campaigns in recent
years. Our customers may look to us for contribution when faced with recalls and product liability claims. If our
customers demand higher warranty-related cost recoveries, or if our transportation products fail to perform as
expected, our business, financial condition and results of operations could materially suffer.
Risks Related to Our Business as a Whole
Our business, operations and financial condition during the year ended December 31, 2020 were adversely
affected by the COVID-19 pandemic and we cannot estimate the duration of the COVID-19 pandemic and our
business may be adversely affected in the future if the COVID-19 pandemic persists.
The COVID-19 pandemic adversely affected our business and operations during the year ended December 31,
2020. During the first quarter of 2020, our China manufacturing facilities were adversely impacted by the COVID-
19 pandemic in the form of reduced production levels and COVID-19 related costs associated with the health and
safety of our associates and non-productive labor. During the second quarter of 2020, all of our manufacturing
facilities with the exception of our China manufacturing facilities and our Rhode Island manufacturing facility were
required to temporarily suspend production or operate at reduced production levels due primarily to certain
applicable government-mandated stay at home orders in response to the COVID-19 pandemic, demands from certain
of our labor unions to suspend or reduce production and general safety concerns of our associates. By the end of the
second quarter of 2020, most of our manufacturing facilities had returned to operating at or near normal production
levels. We may be required to reinstate temporary production suspensions or volume reductions at our other
manufacturing facilities to the extent there is a resurgence of COVID-19 cases in the regions where we operate or
there is an outbreak of positive COVID-19 cases in any of our manufacturing facilities. In addition, although we
currently have not experienced any significant disruptions in our global supply chain due to the COVID-19
pandemic, our global supply chain may in the future be adversely affected if the COVID-19 pandemic persists.
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Our financial position, revenue, operating results, profitability and cash flows are difficult to predict and may
vary from quarter to quarter, which could cause our share price to decline significantly.
Our quarterly revenue, operating results, profitability and cash flows have varied in the past and are likely to
vary significantly from quarter to quarter in the future. For example, our quarterly results have ranged from
operating income of $29.0 million for the three months ended September 30, 2020 to an operating loss of $15.4
million for the three months ended March 31, 2020. The factors that are likely to cause these variations include:
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operating and startup costs of new manufacturing facilities;
wind blade model transitions;
differing quantities of wind blade production;
unanticipated contract or project delays or terminations;
changes in the costs of raw materials or disruptions in raw material supply;
scrap of defective products;
payment of liquidated damages to our customers for late deliveries of our products;
warranty expense;
availability of qualified personnel;
employee wage levels;
costs incurred in the expansion of our existing manufacturing capacity;
volume reduction requests from our customers pursuant to our customer agreements;
damage or production delays caused by earthquakes, fires, floods, tornadoes, hurricanes, extreme
weather conditions such as windstorms, hailstorms, drought, temperature extremes, typhoons or other
natural disasters or terrorism or health epidemics such as the COVID-19 pandemic;
changes in our effective tax rate;
general economic conditions; and
the complexity of the financial assumptions we must use for forecasting our revenue, profitability and
operating results under the revenue recognition standard and the impact that unanticipated blade
transitions have on those estimates.
As a result, our revenue, operating results, profitability and cash flows for a particular period are difficult to
predict and may decline in comparison to corresponding prior periods regardless of the strength of our business. It is
also possible that in some future periods our revenue, operating results and profitability may not meet the
expectations of securities analysts or investors. If this occurs, the trading price of our common stock could fall
substantially, either suddenly or over time, and our business, operating results and financial condition would be
materially harmed.
The fluctuation of foreign currency exchange rates could materially harm our financial results.
Since we conduct a significant portion of our operations internationally, our business is subject to foreign
currency risks, including currency exchange rate fluctuations. The exchange rates are affected by, among other
things, changes in political and economic conditions. For example, an increase in our Turkey sales and operations
will result in a larger portion of our net sales and expenditures being denominated in the Euro and Turkish Lira.
Significant fluctuations in the exchange rate between the Turkish Lira and the U.S. dollar, the Turkish Lira and the
Euro or the Euro and the U.S. dollar may adversely affect our revenue, expenses, as well as the value of our assets
and liabilities. To the extent our future revenues and expenses are generated outside of the United States in
currencies other than the U.S. dollar, including the Euro, the Turkish Lira, the Chinese Renminbi, Mexican Peso or
India Rupee, among others, we will be subject to increased risks relating to foreign currency exchange rate
fluctuations which could materially harm our business, financial condition and operating results.
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Our manufacturing operations and future growth are dependent upon the availability of capital, which may be
insufficient to support our capital expenditures.
Our current wind blade manufacturing activities and future growth will require substantial capital investment.
For the years ended December 31, 2020 and 2019, our capital expenditures were $65.8 million and $80.2 million,
respectively, including assets acquired under finance leases in 2020 and 2019 of $0.2 million and $5.8 million,
respectively. We have recently entered into lease agreements with third parties to lease new manufacturing facilities
in China, India and Mexico. Major projects expected to be undertaken include purchasing equipment for our new
manufacturing facility in Chennai, India and the continued investment in our Turkey, Mexico, China and Iowa
facilities. Our ability to grow our business is predicated upon us making significant additional capital investments to
expand our existing manufacturing facilities and build and operate new manufacturing facilities in existing and new
markets. We generally estimate that the startup of a new multi-line manufacturing facility requires cash for net
operating expenses and working capital of between $20 million to $25 million and additional capital expenditures
primarily for machinery and equipment of between $40 million to $50 million. In addition, we estimate our annual
maintenance capital expenditures to be between $1 million to $3 million per facility. We may not have the capital to
undertake these capital investments. In addition, our capital expenditures may be significantly higher if our estimates
of future capital investments are incorrect and may increase substantially if we are required to undertake actions to
comply with new regulatory requirements or compete with new technologies. The cost of some projects may also be
affected by foreign exchange rates if any raw materials or other goods must be paid for in foreign currency. We
cannot assure you that we will be able to raise funds on favorable terms, if at all, or that future financings would not
be dilutive to holders of our capital stock. We also cannot assure you that completed capital expenditures will yield
the anticipated results. If we raise additional funds by obtaining loans from third parties, the terms of those financing
arrangements may include negative covenants, or other restrictions on our business that could impair our operational
flexibility, and would require us to fund additional interest expense. If we are unable to obtain sufficient capital at a
reasonable cost or at all, we may not be able to expand production sufficiently to take advantage of changes in the
marketplace or may be required to delay, reduce or eliminate some or all of our current operations, which could
materially harm our business, operating results and financial condition.
As a U.S. corporation with international operations, we are subject to the U.S. Foreign Corrupt Practices Act of
1977, which could impact our ability to compete in certain jurisdictions.
As a U.S. corporation, we are subject to the FCPA, which generally prohibits U.S. companies and their
intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business.
We have manufacturing facilities in China, Mexico, Turkey and India, countries with a fairly high risk of
corruption. Those facilities are subject to routine government oversight. In addition, a number of our raw materials
and components suppliers are state-owned, particularly in China. Moreover, due to our need to import raw materials
across international borders, we also routinely have interactions, directly or indirectly, with customs officials. In
many foreign countries, under local custom, businesses engage in practices that may be prohibited by the FCPA or
other similar laws and regulations. Additionally, we continue to hire employees around the world as we continue to
expand. Although we have implemented certain procedures and controls designed to ensure compliance with the
FCPA and similar laws, there can be no guarantee that all of our employees and agents, as well as those companies
to which we outsource certain of our business operations, have not taken and will not take actions that violate our
policies and the FCPA, which could subject us to fines, penalties, disgorgement, and loss of business, harm our
reputation and impact our ability to compete in certain jurisdictions. In addition, these laws are complex and far-
reaching in nature, and, as a result, we may be required in the future to alter one or more of our practices to be in
compliance with these laws or any changes in these laws or the interpretation thereof. Moreover, our competitors
may not be subject to the FCPA or comparable legislation, which could provide them with a competitive advantage
in some jurisdictions.
Effective internal controls are necessary for us to provide reliable financial reports and effectively address fraud
risks.
We maintain a system of internal controls to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles (GAAP). The process of designing and implementing effective internal controls is a
continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory
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environments and to expend significant resources to establish and maintain a system of internal controls that will be
adequate to satisfy the reporting obligations of a public company. The effectiveness of our internal controls depends
in part on the cooperation of senior managers worldwide.
Any system of controls, however well designed and operated, can provide only reasonable, and not absolute,
assurance that the objectives of the system are met. Any failure to maintain that system, or consequent inability to
produce accurate financial statements on a timely basis, could increase our operating costs and harm our business,
and lead to our becoming subject to litigation, sanctions or investigations by The NASDAQ Global Market
(NASDAQ), the SEC or other regulatory governmental agencies and bodies. Furthermore, investors’ perceptions
that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely
basis may harm our stock price.
Our indebtedness may adversely affect our business, results of operations and financial condition.
Our indebtedness could adversely affect our business, results of operations and financial condition by, among
other things:
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requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and
interest on our debt, which would reduce the availability of our cash flow to fund working capital,
capital expenditures, acquisitions, execution of our growth strategy and other general corporate
purposes;
limiting our ability to borrow additional amounts to fund debt service requirements, working capital,
capital expenditures, acquisitions, execution of our growth strategy and other general corporate
purposes;
making us more vulnerable to adverse changes in general economic, industry and regulatory conditions
and in our business by limiting our flexibility in planning for, and making it more difficult to react
quickly to, changing conditions;
placing us at a competitive disadvantage compared with those of our competitors that have less debt and
lower debt service requirements;
requiring us to potentially incur additional expenses to amend our London Interbank Offered Rate
(LIBOR)-indexed loans to a new reference rate due to the planned phase out of the use of LIBOR;
making us more vulnerable to increases in interest rates since some of our indebtedness is subject to
variable rates of interest; and
making it more difficult for us to satisfy our financial obligations.
In addition, we may not be able to generate sufficient cash flow from our operations to repay our outstanding
indebtedness when it becomes due and to meet our other cash needs or to comply with the financial covenants set forth
therein. If we are not able to pay our debts as they become due, we could be in default under our senior secured credit
facility or other indebtedness. We might also be required to pursue one or more alternative strategies to repay
indebtedness, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity
securities. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on
favorable terms, if at all, and if we must sell assets, it may negatively affect our ability to generate revenues.
Much of our intellectual property consists of trade secrets and know-how that is very difficult to protect. If we
experience loss of protection for our trade secrets or know-how, our business would be substantially harmed.
We have a variety of intellectual property rights, including patents, trademarks and copyrights, but much of
our most important intellectual property rights consist of trade secrets and know-how and effective intellectual
property protection may be unavailable, limited or outside the scope of the intellectual property rights we pursue in
the United States and in foreign countries such as China where we operate. Although we strive to protect our
intellectual property rights, there is always a risk that our trade secrets or know-how will be compromised or that a
competitor could lawfully reverse-engineer our technology or independently develop similar or more efficient
technology. We have confidentiality agreements with each of our customers, suppliers, key employees and
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independent contractors in place to protect our intellectual property rights, but it is possible that a customer,
supplier, employee or contractor might breach the agreement, intentionally or unintentionally. For example, we
believe a key former employee may have shared some of our intellectual property with a competitor in China and
this former employee or the competitor may use this intellectual property to compete with us in the future. It is also
possible that our confidentiality agreements with customers, suppliers, employees and contractors will not be
effective in preserving the confidential nature of our intellectual property rights. The patents we own could be
challenged, invalidated, narrowed or circumvented by others and may not be of sufficient scope or strength to
provide us with any meaningful protection or commercial advantage. Once our patents expire, or if they are
invalidated, narrowed or circumvented, our competitors may be able to utilize the inventions protected by our
patents. Additionally, the existence of our intellectual property rights does not guarantee that we will be successful
in any attempt to enforce these rights against third parties in the event of infringement, misappropriation or other
misuse, which may materially and adversely affect our business. Because our ability to effectively compete in our
industry depends upon our ability to protect our proprietary technology, we might lose business to competitors and
our business, revenue, operating results and prospects could be materially harmed if we suffer loss of trade secret
and know-how protection or breach of our confidentiality agreements.
We may be subject to significant liabilities and costs relating to environmental and health and safety
requirements.
We are subject to various environmental, health and safety laws, regulations and permit requirements in the
jurisdictions in which we operate governing, among other things, health, safety, pollution and protection of the
environment and natural resources, the handling and use of hazardous substances, the generation, storage, treatment
and disposal of wastes, and the cleanup of any contaminated sites. In June 2018, Iowa’s Occupational Safety and
Health Administration, a division of the Iowa Department of Labor, issued a citation and notification of penalty to
us alleging that certain of our workplace practices and conditions at our Newton, Iowa wind blade manufacturing
facility had violated the Iowa Occupational Safety and Health Act. Specifically, the citation cited us for multiple
alleged violations and proposed that we pay an aggregate penalty of $0.2 million. In March 2019, we entered into a
settlement agreement with the Iowa Department of Labor pursuant to which we agreed to make a settlement
payment of $0.1 million and to implement certain safety enhancements at our Newton, Iowa manufacturing facility
to fully resolve this matter.
We have incurred, and expect to continue to incur, capital and operating expenditures to comply with such
laws, regulations and permit requirements. While we believe that we currently are in material compliance with all
such laws, regulations and permit requirements, any noncompliance may subject us to a range of enforcement
measures, including the imposition of monetary fines and penalties, other civil or criminal sanctions, remedial
obligations, and the issuance of compliance requirements restricting our operations.
There can be no assurance that we will not in the future become subject to compliance requirements,
obligations to undertake cleanup or related activities, or claims or proceedings relating to environmental, health or
safety matters, hazardous substances or wastes, contaminated sites, or other environmental or natural resource
damages, that could impose significant liabilities and costs on us and materially harm our business, operating results
or financial condition.
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Claims that we infringe, misappropriate or otherwise misuse the intellectual property rights of others could
subject us to significant liability and disrupt our business.
Our competitors and third-party suppliers of components and raw materials used in our products protect their
intellectual property rights by means such as trade secrets and patents. In the future we may be sued for violations of
other parties’ intellectual property rights, and the risk of this type of lawsuit will likely increase as our size,
geographic presence and market share expand and as the number of competitors in our market increases. Any such
claims or litigation, whether meritorious or not, could disrupt our business and materially harm our operating results
and financial condition. In addition, intellectual property disputes have in the past arisen between our customers
which negatively affected such customers’ demand for wind blades manufactured by us. If such intellectual property
disputes involving, or between, one or more of our customers should arise in the future, our business could be
materially harmed.
Work disruptions resulting from our collective bargaining agreements could result in increased operating costs
and materially harm our business, operating results and financial condition.
Certain of our employees in Turkey and Matamoros, Mexico, which in the aggregate represented
approximately 38% of our workforce as of December 31, 2020, are covered by collective bargaining agreements.
Our collective bargaining agreement for our Turkey facilities are in effect through the end of 2020 and we are in the
process of negotiating an amendment for calendar year 2021. In March 2018, we entered into a collective bargaining
agreement with a labor union for certain of our employees in our Matamoros, Mexico facility. In January 2019,
thousands of workers employed in dozens of manufacturing facilities in Matamoros, Mexico, went on strike. In
general, these workers, who were represented by several different labor unions, demanded an increase in their wage
rate and an annual bonus. In February 2019, our manufacturing production employees in Matamoros, Mexico, who
are represented by a labor union, went on strike also demanding an increase in their hourly wage rate and the
payment of an annual bonus. During this strike, our Matamoros manufacturing facility stopped production for
several weeks until we reached a revised agreement with our labor union. We recently amended our Matamoros
collective bargaining agreement to adjust the salaries and bonuses payable to our associates for calendar year 2021
that are covered by this agreement.
Additionally, our other employees working at other manufacturing facilities may vote to be represented by a
labor union in the future. There can be no assurance that we will not experience labor disruptions such as work
stoppages or other slowdowns by workers at any of our facilities. Should significant industrial action, threats of
strikes or related disturbances occur, we could experience further disruptions of operations and increased labor costs
in Turkey, Mexico or other locations, which could materially harm our business, operating results or financial
condition. Any such work stoppage or slow-down at any of our facilities could also result in additional expenses and
possible loss of revenue for us.
Our information technology infrastructure could experience serious failures or disruptions, the failure of which
could materially harm our business, operating results and financial condition.
Information technology is part of our business strategy and operations. It enables us to streamline operation
processes, facilitate the collection and reporting of business data, and provide for internal and external
communications. There are risks that information technology system failures, network disruptions, breaches of data
security and phishing and ransomware attacks could disrupt our operations. Any significant disruption or breach
may materially harm our business, operating results or financial condition.
We are faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay
additional taxes in various jurisdictions.
We may be subject to taxation in many jurisdictions in the United States and around the world with
increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these
jurisdictions could increase substantially as a result of changes in the applicable tax laws, including increased tax
rates or revised interpretations of existing tax laws and precedents, which could harm our liquidity and operating
results. In addition, the taxing authorities in these jurisdictions could review our tax returns, or authorities in
jurisdictions in which we do not file tax returns could assert that we are subject to tax in those jurisdictions, and in
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either case could impose additional tax, interest and penalties. Further, the authorities could claim that various
withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us
or our subsidiaries, or that our transfer pricing arrangements with our foreign subsidiaries are improper, any of
which could have a material adverse impact on us and the results of our operations.
Risks Related to Ownership of Our Common Stock
The price of our common stock may fluctuate substantially and your investment may decline in value.
The market price of our common stock is likely to be highly volatile and may fluctuate substantially due to
many factors, including:
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actual or anticipated fluctuations in our results of operations;
our ability to provide products due to shipments subject to delayed delivery and deferred revenue
arrangements;
loss of or changes in our relationship with one or more of our customers;
failure to meet our earnings estimates;
conditions and trends in the energy and manufacturing markets in which we operate and changes in
estimates of the size and growth rate of these markets;
announcements by us or our competitors of significant contracts, developments, acquisitions, strategic
partnerships or divestitures;
availability of equipment, labor and other items required for the manufacture of wind blades;
changes in governmental policies;
our ability to successfully grow our transportation business;
additions or departures of members of our senior management or other key personnel;
changes in market valuation or earnings of our competitors;
sales of our common stock, including sales of our common stock by our directors and officers or by our
other principal stockholders;
the trading volume of our common stock; and
general market and economic conditions.
These broad market and industry factors may materially harm the market price of our common stock,
regardless of our operating performance. In the past, securities class-action litigation has often been instituted
against a company following periods of volatility in the market price of that company’s securities. Securities class-
action litigation, if instituted against us, could result in substantial costs or damages and a diversion of
management’s attention and resources, which could materially harm our business and operating results.
A significant portion of our total outstanding shares may be sold into the public market in future sales, which
could cause the market price of our common stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our common stock in the public market can occur at any time. These
sales, or the market perception that the holders of a large number of shares intend to sell shares, could reduce the
market price of our common stock. As of December 31, 2020, we had 36,563,798 shares of common stock
outstanding. All shares can now be sold, subject to any applicable volume limitations under federal securities laws.
We may issue debt or equity securities under our automatic shelf registration statement, which we filed in
September 2020, or in other registered or unregistered convertible debt or equity offerings.
In the future, we may also issue our securities in connection with investments or acquisitions. The amount of
shares of our common stock issued in connection with an investment or acquisition could constitute a material
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portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection
with investments or acquisitions may result in additional dilution to you and may cause the market price of our
common stock to drop significantly.
The exercise of options and warrants and other issuances of shares of common stock or securities convertible
into common stock under our equity compensation plans will dilute your interest.
Under our existing equity compensation plans, as of December 31, 2020, we had outstanding options to
purchase 1,499,586 shares of our common stock, 668,454 restricted stock units and 650,523 performance stock units
to our employees and non-employee directors. From time to time, we expect to grant additional options and other
stock awards. The exercise of options and warrants at prices below the market price of our common stock could
adversely affect the price of shares of our common stock. Additionally, any issuance of our common stock that is not
made solely to then-existing stockholders proportionate to their interests, such as in the case of a stock dividend or
stock split, will result in dilution to each stockholder by reducing their percentage ownership of the total outstanding
shares. If we issue options or warrants to purchase our common stock in the future and those options or warrants are
exercised or we issue stock, stockholders may experience further dilution.
Provisions of Delaware law or our charter documents could delay or prevent an acquisition of our company, even
if the acquisition would be beneficial to our stockholders, and could make it more difficult for you to change
management.
Provisions of Delaware law and our amended and restated certificate of incorporation and amended and
restated by-laws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders
may consider favorable, including transactions in which stockholders might otherwise receive a premium for their
shares. These provisions may also prevent or delay attempts by stockholders to replace or remove our current
management or members of our board of directors. These provisions include: a classified board of directors;
limitations on the removal of directors; advance notice requirements for stockholder proposals and nominations; the
inability of stockholders to act by written consent or to call special meetings; the ability of our board of directors to
make, alter or repeal our amended and restated by-laws; and the authority of our board of directors to issue preferred
stock with such terms as our board of directors may determine.
The affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote, and not less
than 75% of the outstanding shares of each class entitled to vote thereon as a class, is necessary to amend or repeal
the above provisions that are contained in our amended and restated certificate of incorporation. In addition, absent
approval of our board of directors, our amended and restated by-laws may only be amended or repealed by the
affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote.
In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which
limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our
board of directors has not approved. These provisions and other similar provisions make it more difficult for
stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some
stockholders may consider the transaction beneficial to them.
As a result, these provisions could limit the price that investors are willing to pay in the future for shares of
our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if
the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.
30
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our headquarters is located in Scottsdale, Arizona, and we own or lease various other facilities in the United
States, China, Mexico, Turkey, India, Denmark and Germany. We believe that our properties are generally in good
condition, are well maintained and are generally suitable and adequate to carry out our business at expected capacity
for the foreseeable future. The table below lists various information regarding our facilities as of February 24, 2021:
Location
Newton, IA, United States
Newton, IA, United States
Dafeng, China
Dafeng, China
Taicang Port, China
Yangzhou, China
Juárez, Mexico
Juárez, Mexico
Juárez, Mexico
Juárez, Mexico
Matamoros, Mexico
Izmir, Turkey
Izmir, Turkey
Warren, RI, United States
Description of Use
Year
Operating
Leased or Approximate
Segment Commenced Owned Square Footage
2008
U.S.
2018
U.S.
2013
Asia
2015
Asia
2007
Asia
Asia
2018
Mexico 2013
Mexico 2016
Mexico 2017
2018
Leased
Leased
Leased
Leased
Owned
Leased
Leased
Leased
Leased
Leased
337,922 Wind Blade Manufacturing Facility
114,078 Transportation Manufacturing Facility
381,102 Wind Blade Manufacturing Facility
446,034 Wind Blade Manufacturing Facility
208,445 Precision Molding Facility
934,133 Wind Blade Manufacturing Facility
345,984 Wind Blade Manufacturing Facility
453,096 Wind Blade Manufacturing Facility
339,386 Wind Blade Manufacturing Facility
Precision Molding Manufacturing
300,277
Facility
Mexico
Mexico 2017
EMEA 2012
EMEA 2015
2004
U.S.
Leased
Leased
Leased
Leased
527,442 Wind Blade Manufacturing Facility
343,000 Wind Blade Manufacturing Facility
817,078 Wind Blade Manufacturing Facility
108,750
Precision Molding Development and
Manufacturing and Research and
Development Facility, Transportation
Manufacturing Facility
Wind Blade Storage Facility
503,710
22,508 Corporate Headquarters
2,583 Advanced Engineering Center
776,280 Wind Blade Manufacturing Facility
4,684 Engineering Center
2014
Mexico
Santa Teresa, NM, United
States
Scottsdale, AZ, United States U.S.
2015
2018
U.S.
Kolding, Denmark
India 2019
Chennai, India
2019
U.S.
Berlin, Germany
Leased
Leased
Leased
Leased
Leased
Item 3. Legal Proceedings
For a discussion of our legal proceedings, refer to Note 14 – Commitments and Contingencies – (b) Legal
Proceedings of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-
K.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information
On July 22, 2016, our common stock began trading on NASDAQ under the symbol “TPIC.” Prior to that time,
there was no public market for our stock.
Performance Graph
The following graph and table illustrate the total stockholder return from July 22, 2016 through December 31,
2020, on our common stock, the Russell 2000 Index, the S&P Small Cap 600 Energy (Sector) Index and the
NASDAQ Clean Edge Green Energy Index, assuming an investment of $100.00 on July 22, 2016 including the
reinvestment of dividends.
COMPARISON OF CUMULATIVE RETURN
$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
$0
7 / 2 2 / 1 6
1 2 / 3 0 / 1 6
1 2 / 2 9 / 1 7
1 2 / 3 1 / 1 8
1 2 / 3 1 / 1 9
1 2 / 3 1 / 2 0
TPI Composites, Inc.
Russell 2000
S&P Small Cap 600 Energy (Sector)
NASDAQ Clean Edge Green Energy
Base
Period
7/22/16
12/29/17
12/30/16
$ 100.00 $ 118.29 $ 150.88
$ 100.00 $ 111.89 $ 126.60
$ 100.00 $ 133.11 $ 97.60
$ 100.00 $ 102.59 $ 134.16
12/31/18 12/31/19 12/31/20
$ 389.23
$ 136.50
$ 181.27
$ 162.82
$ 137.56
$ 111.19
$ 28.17
$ 47.19
$ 55.64
$ 462.91
$ 163.93
$ 116.50
TPI Composites, Inc.
Russell 2000
S&P Small Cap 600 Energy (Sector)
NASDAQ Clean Edge Green Energy
Holders
As of January 29, 2021, there was one stockholder of record of our common stock, although there is a much
larger number of beneficial owners.
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Dividends
We have never declared or paid any cash dividends on shares of our capital stock. We currently intend to
retain earnings, if any, to finance the development and growth of our business and do not anticipate paying cash
dividends on the common stock in the future. Any payment of any future dividends will be at the discretion of the
board of directors, subject to compliance with certain covenants in our loan agreements, after taking into account
various factors, including our financial condition, operating results, capital requirements, restrictions contained in
any future financing instruments, growth plans and other factors the board deems relevant. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”
included in Part II, Item 7 of this Annual Report on Form 10-K.
Certain of our subsidiaries are limited in their ability to declare dividends without first meeting statutory
restrictions of China, including retained earnings as determined under Chinese-statutory accounting requirements.
Until 50% ($26.6 million) of registered capital is contributed to a surplus reserve, our China operations can only pay
dividends equal to 90% of after-tax profits (10% must be contributed to the surplus reserve). Once the surplus
reserve fund requirement is met, our China operations can pay dividends equal to 100% of after-tax profit assuming
other conditions are met. As of December 31, 2020, the amount of the surplus reserve fund was $7.0 million. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital
Resources” included in Part II, Item 7 of this Annual Report on Form 10-K.
Securities Authorized for Issuance under Equity Compensation Plans
The information required in response to Item 201(d) of Regulation S-K is set forth in Part III, Item 12 of this
Annual Report on Form 10-K which is incorporated herein by reference.
Recent Sales of Unregistered Securities
None.
Use of Proceeds from Registered Securities
None
Purchases of Equity Securities by the Issuer
The following table summarizes the total number of shares of our common stock that we repurchased during
the three months ended December 31, 2020 from certain employees who surrendered common stock to pay the taxes
in connection with the vesting of restricted stock units.
Period
October (October 1 - October 31)
November (November 1 - November 30)
December (December 1 - December 31)
Total
Item 6. Selected Financial Data
Not applicable.
Total
Number
of Shares
Purchased
Average
Price
Paid per
Share
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Program
— $
—
31,880
31,880 $
—
—
52.78
52.78
—
—
—
—
Maximum
Number of
Shares That
May
Yet Be
Purchased
Under the
Program
—
—
—
—
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Item 7. 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 consolidated financial statements and the related notes included in Part II, Item 8 of this Annual
Report on Form 10-K and other financial information appearing elsewhere in this Annual Report on Form 10-K.
Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on
Form 10-K, including information with respect to plans and strategy for our business and related financing,
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 Annual Report on Form 10-K, particularly those under “Risk Factors”
included in Part I, Item 1A of this Annual Report on Form 10-K.
OVERVIEW
Our Company
We are the only independent manufacturer of composite wind blades for the wind energy market with a global
manufacturing footprint. We deliver high-quality, cost-effective composite solutions through long term relationships
with leading original equipment manufacturers in the wind and transportation markets. We also provide field service
inspection and repair services to our OEM customers and wind farm owners and operators, and supply high strength,
lightweight and durable composite products to the transportation market. We are headquartered in Scottsdale,
Arizona and operate factories throughout the U.S., China, Mexico, Turkey, and India. We operate additional
engineering development centers in Denmark and Germany. For a further overview of our Company, refer to the
discussion in “Business—Overview” included in Part I, Item 1 of this Annual Report on Form 10-K.
Our business operations are defined geographically into five geographic operating segments - (1) the United
States (U.S.), (2) Asia, (3) Mexico, (4) Europe, the Middle East and Africa (EMEA) and (5) India. For further
information regarding our operating segments, refer to Note 19 – Segment Reporting of the Notes to Consolidated
Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
Key Trends Affecting our Business
We have identified the following material trends affecting our business:
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The COVID-19 pandemic adversely affected our business and operations during the year ended
December 31, 2020. During the first quarter of 2020, our China manufacturing facilities were adversely
impacted by the COVID-19 pandemic in the form of reduced production levels and COVID-19 related
costs associated with the health and safety of our associates and non-productive labor. During the
second quarter of 2020, all of our manufacturing facilities with the exception of our China
manufacturing facilities and our Rhode Island manufacturing facility were required to temporarily
suspend production or operate at reduced production levels due primarily to certain applicable
government-mandated stay at home orders in response to the COVID-19 pandemic, demands from
certain of our labor unions to suspend or reduce production and general safety concerns of our
associates. By the end of the second quarter of 2020, most of our manufacturing facilities had returned
to operating at or near normal production levels. Although all of our manufacturing facilities currently
are operating at or near normal production levels, we may be required to reinstate temporary production
suspensions or volume reductions at our manufacturing facilities or at our other locations to the extent
there is a resurgence of COVID-19 cases in the regions where we operate or there is an outbreak of
positive COVID-19 cases in any of our facilities.
Our business seeks to capitalize on two major global trends: (i) increasing worldwide demand for
renewable energy; and (ii) increasing worldwide demand for electric vehicles.
The wind power generation industry has grown rapidly and expanded worldwide over the last five years
to meet global demand for electricity and the expanded use of renewable energy. Our sales of wind
blades to our wind turbine customers have grown rapidly over the last several years in response to these
trends. In 2020, our net sales grew to $1.67 billion compared to net sales of $1.44 billion in 2019.
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We believe the long term global demand for wind energy will continue to be strong and potentially
accelerate in the coming years due to a multitude of factors, including: increased cost competitiveness of
wind energy compared to fossil fuel generated electricity; increased demand from corporations and
utility providers for renewable energy; recent international policy initiatives designed to promote the
growth of renewable energy; and the Biden administration’s proposed plans to promote renewable
energy growth in the United States. However, many of the recently announced domestic and
international policy initiatives to expand renewable energy have yet to be implemented into concrete
legislation and regulations. As such, we expect our revenue in 2021 to continue to grow but at a rate
lower than our revenue growth rate in 2020 due primarily to lower expected demand for wind blades
manufactured in our China manufacturing facilities, but partially offset by stronger expected demand for
wind blades manufactured in our Mexico, Turkey and India manufacturing facilities. We expect to
produce slightly less wind blades sets in 2021 compared to 2020, but we expect that the average sales
price per set in 2021 will be higher than in 2020 because we plan to produce larger wind blades in 2021.
During the last several years, many wind turbine OEMs have increased the outsourced production of
wind blades and other key components to specialized manufacturers to meet the increasing global
demand for wind energy in a cost-effective manner in new and growing markets. That shift, together
with the overall expansion of the wind power generation industry, has increased our addressable market.
Given our growth in production, we have hired several thousand new employees globally in the past two
years. In addition, we have expanded our wind turbine OEM customer base from one to five OEM
customers since 2012, capitalizing on the growth and expansion of the wind energy generation industry
generally as well as the specific trend of most wind turbine OEMs increasing the outsourcing of the
manufacturing of wind blades for growth and diversification.
Changing customer demands, including shifts to bigger wind turbines with larger wind blades, have
driven some of our customers to require us to transition to new wind blade models one or two times
during the term of a long-term supply agreement. Although we generally receive transition payments to
compensate us for certain costs incurred during these transitions, these payments generally do not fully
cover the transition costs and lost margin. In 2020, we postponed several wind blade model transitions
due to the COVID-19 pandemic and also had a significant number of lines starting up in our new
manufacturing facility in Chennai, India, which had an adverse impact on our results of operations and
profitability in 2020. As such, we expect to have a larger number of lines in transition during 2021,
which will have an adverse impact on our results of operations for 2021. We expect these line
transitions to provide a foundation for longer term revenue growth and profitability as these lines ramp
up to full production levels.
We expect our new manufacturing facilities to generally generate operating losses in their first 12 to 18
months of operations due to production and overhead expenses as they initially operate far below
capacity during the pre-production and production ramp up periods. As a result, this generally has a
negative impact on our results of operations during these ramp-up periods. In addition, construction of
new facilities and expansion of existing facilities, including the fabrication of precision molding and
assembly systems to outfit those facilities, is complex and involves inherent risks.
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The long-term supply agreements we sign with our customers provide us with significant visibility of
future production demands due in part to the annual minimum purchase commitments of our customers
contained in those agreements. These annual minimum purchase commitments generally require our
customers to purchase a negotiated percentage of the manufacturing capacity that we have agreed to
dedicate to them. Generally, this percentage begins at 100% of the manufacturing capacity for the first
few years of the supply agreement, and the percentage declines over time in subsequent years according
to the terms of the agreement, but generally remains above 50%. It is our experience that our customers
will generally order wind blades from us in a volume that exceeds (sometimes substantially) the annual
minimum purchase commitments contained in our supply agreements, particularly in the later years of a
supply agreement when the annual minimum purchase commitment percentage declines. As of February
24, 2021, our long-term wind and transportation supply agreements provide for minimum aggregate
volume commitments from our customers of approximately $2.8 billion and encourage our customers to
purchase additional volume up to, in the aggregate, a total contract value of approximately $4.6 billion
through the end of 2024. As noted elsewhere in this Annual Report on Form 10-K, some of our long-
term supply agreements are subject to early termination by our customers if our customers pay an early
termination fee. We caution investors that the annual minimum purchase commitments in our long-term
supply agreements can understate the forecasted net sales that we are likely to generate in a given period
or periods if all of our long-term supply agreements remain in place and pricing remains materially
unchanged, and they could potentially overstate the forecasted net sales that we are likely to generate in
a given period or periods if one or more of our agreements were to be terminated by our customers for
any reason, or our plants are underutilized due to market conditions. See “Business—Wind Blade Long-
Term Supply Agreements” included in Part 1, Item 1A of this Annual Report on Form 10-K for
additional information.
As the global vehicle electrification trend continues, reducing the weight of these vehicles is critical to
expanding range and/or providing more room for additional batteries or reducing the number of
batteries. We believe there is an increasing demand for composites products for electric vehicles. As
part of our diversification strategy, we have made significant investments to expand our transportation
business during the last several years. In 2018 through 2020, we experienced significant losses relating
to our transportation business and experienced operational challenges as we are expanding this business.
Specifically, we experienced extended startup delays and challenges with respect to our Newton, Iowa
transportation facility, which had an adverse impact on our results of operations in 2019 and 2020. We
ceased manufacturing composite bus bodies from our Newton, Iowa manufacturing facility in the first
quarter of 2020 and consolidated these operations into our Warren, Rhode Island manufacturing facility.
From 2018 to 2020, we invested approximately $50 million in our transportation business. We expect
our transportation business will continue to operate at a loss in 2021 and expect to invest between
approximately $15 million and $20 million in our transportation business in 2021.
COMPONENTS OF RESULTS OF OPERATIONS
Net Sales
We recognize revenue from manufacturing services over time as our customers control the product as it is
produced, and we may not use or sell the product to fulfill other customers’ contracts. Net sales include amounts
billed to our customers for our products, including wind blades, precision molding and assembly systems and other
products and services, as well as the progress towards the completion of the performance obligation for products in
progress, which is determined on a ratio of direct costs incurred to date in fulfillment of the contract to the total
estimated direct costs required to complete the performance obligation.
Cost of Goods Sold
Cost of goods sold includes the costs we incur at our production facilities to make products saleable on both
products invoiced during the period as well as products in progress towards the completion of each performance
obligation. Cost of goods sold includes such items as raw materials, direct and indirect labor and facilities costs,
including purchasing and receiving costs, plant management, inspection costs, production process improvement
activities, product engineering and internal transfer costs. In addition, all depreciation associated with assets used in
the production of our products is also included in cost of goods sold. Direct labor costs consist of salaries, benefits
and other personnel related costs for employees engaged in the manufacturing of our products and services.
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Startup and transition costs are primarily unallocated fixed overhead costs and underutilized direct labor costs
incurred during the period production facilities are transitioning wind blade models and ramping up manufacturing.
All direct labor costs are included in the measure of progress towards completion of the relevant performance
obligation when determining revenue to be recognized during the period. The cost of sales for the initial wind blades
from a new model manufacturing line is generally higher than when the line is operating at optimal production
volume levels due to inefficiencies during ramp-up related to labor hours per blade, cycle times per blade and raw
material usage. Additionally, these costs as a percentage of net sales are generally higher during the period in which
a facility is ramping up to full production capacity due to underutilization of the facility. Manufacturing overhead at
each of our facilities includes virtually all indirect costs (including share-based compensation costs) incurred at the
plants, including engineering, finance, information technology, human resources and plant management.
General and Administrative Expenses
General and administrative expenses primarily relate to the unallocated portion of costs incurred at our
corporate headquarters and our research facilities and include salaries, benefits and other personnel related costs for
employees engaged in research and development, engineering, finance, internal audit, information technology,
human resources, business development, global operational excellence, global supply chain, in-house legal and
executive management. Other costs include outside legal and accounting fees, risk management (insurance), share-
based compensation and certain other administrative and global resources costs.
The unallocated research and development expenses incurred at our Warren, Rhode Island location as well as
at our Kolding, Denmark advanced engineering center and our Berlin, Germany engineering center are also included
in general and administrative expenses. For the years ended December 31, 2020, 2019 and 2018, total research and
development expenses totaled $1.0 million, $1.0 million and $0.8 million, respectively.
Loss on Sale of Assets and Asset Impairments
Loss on sale of assets represents the losses on the sale of certain receivables, on a non-recourse basis under
supply chain financing arrangements with our customers, to financial institutions and losses on the sale of other
assets at our corporate and manufacturing facilities. Asset impairments represent the losses on the impairment of our
assets at our corporate and manufacturing facilities.
Restructuring Charges
Restructuring charges primarily consist of employee severance, one-time termination benefits and ongoing
benefits related to the reduction of our workforce and other costs associated with exit activities, which may include
costs related to leased facilities to be abandoned and facility and employee relocation costs.
Other Income (Expense)
Other income (expense) consists of interest expense on our debt borrowings and the amortization of deferred
financing costs on such borrowings, foreign currency income and losses, interest income, losses on extinguishment
of debt and miscellaneous income and expense.
Income Taxes
Income taxes consists of federal, state, provincial, local and foreign taxes based on income in jurisdictions in
which we operate, including in the U.S., China, Mexico, Turkey and India. The income tax rate, tax provisions,
deferred tax assets and liabilities vary according to the jurisdiction in which the income or loss arises. Tax laws are
complex and subject to different interpretations by management and the respective governmental taxing authorities
and require us to exercise judgment in determining our income tax provision, our deferred tax assets and liabilities
and the valuation allowance recorded against our net deferred tax assets.
37
KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE
In addition to measures of financial performance presented in our 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, and manufacturing lines installed, which help us evaluate our operational
performance. We believe that these measures are useful to investors in evaluating our performance.
The key financial measures as of and for the years ended December 31 are as follow:
Key Financial Measures
Net sales
Net income (loss)
EBITDA(1)
Adjusted EBITDA(1)
Capital expenditures
Net cash provided by (used in) operating activities
Free cash flow(1)
Total debt, net of debt issuance costs and discount
Net debt(1)
2018
2020
2019
(in thousands)
$1,670,137 $1,436,500 $1,029,624
5,279
42,308
68,173
52,688
(3,258)
(55,946)
137,623
(53,155)
(19,027)
52,323
94,498
65,666
37,570
(28,096)
216,867
(88,061)
(15,708)
54,009
85,841
74,408
57,084
(17,324)
141,389
(71,779)
(1)
See below for more information and a reconciliation of EBITDA, adjusted EBITDA, free cash flow and net
debt to net income (loss), net income (loss), net cash provided by (used in) operating activities and total debt,
net of debt issuance costs, respectively, the most directly comparable financial measures calculated and
presented in accordance with GAAP.
EBITDA and adjusted EBITDA
We define EBITDA, a non-GAAP financial measure, as net income or loss plus interest expense (including
losses on extinguishment of debt and net of interest income), income taxes and depreciation and amortization. We
define adjusted EBITDA as EBITDA plus any share-based compensation expense, plus or minus any foreign
currency losses or income, plus or minus any losses or gains from the sale of assets and asset impairments, plus any
restructuring charges. Adjusted EBITDA is the primary metric used by our management and our board of directors
to establish budgets and operational goals for managing our business and evaluating our performance. In addition,
our credit agreement (the Credit Agreement) that we entered into in April 2018 contains minimum EBITDA (as
defined in the Credit Agreement) covenants with which we must comply. We monitor adjusted EBITDA as a
supplement to our GAAP measures, and believe it is useful to present to investors, because we believe that it
facilitates evaluation of our period-to-period operating performance by eliminating items that are not operational in
nature, allowing comparison of our recurring core business operating results over multiple periods unaffected by
differences in capital structure, capital investment cycles and fixed asset base. In addition, we believe adjusted
EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties
in evaluating companies in our industry as a measure of financial performance and debt-service capabilities.
Our use of adjusted EBITDA has limitations as an analytical tool and you should not consider it in isolation or
as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
(cid:129)
(cid:129)
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual
commitments;
38
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service
interest or principal payments on our indebtedness;
adjusted EBITDA does not reflect losses on extinguishment of debt relating to prepayment penalties,
termination fees and the write off of any remaining debt discount and debt issuance costs upon the
repayment or refinancing of our debt;
adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized
may have to be replaced in the future, and adjusted EBITDA does not reflect capital expenditure
requirements relating to the future need to augment or replace those assets;
adjusted EBITDA does not reflect share-based compensation expense on equity-based incentive awards
to our officers, employees, directors and consultants;
adjusted EBITDA does not reflect the foreign currency income or losses in our operations;
adjusted EBITDA does not reflect the gains or losses on the sale of assets and asset impairments;
adjusted EBITDA does not reflect restructuring charges; and
other companies, including companies in our industry, may calculate EBITDA and adjusted EBITDA
differently, which reduces their usefulness as comparative measures.
In evaluating EBITDA and adjusted EBITDA, you should be aware that in the future, we will incur expenses
similar to the adjustments noted herein. Our presentations of EBITDA and adjusted EBITDA should not be
construed as suggesting that our future results will be unaffected by these expenses or any unusual or non-recurring
items. When evaluating our performance, you should consider EBITDA and adjusted EBITDA alongside other
financial performance measures, including our net income (loss) and other GAAP measures.
Free cash flow
We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. We
believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our
business for purposes such as repaying maturing debt and funding business acquisitions.
Net cash (debt)
We define net cash (debt) as total unrestricted cash and cash equivalents less the total principal amount of debt
outstanding. The total principal amount of debt outstanding is comprised of the long-term debt and current
maturities of long-term debt as presented in our consolidated balance sheets adding back any debt issuance costs.
We believe that the presentation of net cash (debt) provides useful information to investors because our management
reviews net cash (debt) as part of our oversight of overall liquidity, financial flexibility and leverage. Net cash (debt)
is important when we consider opening new manufacturing facilities and expanding existing manufacturing
facilities, as well as for capital expenditure requirements.
39
The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP
measures:
EBITDA and adjusted EBITDA for the years ended December 31 are reconciled as follows:
Net income (loss)
Adjustments:
Depreciation and amortization
Interest expense (net of interest income)
Loss on extinguishment of debt
Income tax provision (benefit)
EBITDA
Share-based compensation expense
Foreign currency loss, net
Loss on sale of assets and asset impairments
Restructuring charges, net
Adjusted EBITDA
$
2020
2019
(in thousands)
2018
$ (19,027) $ (15,708) $
5,279
49,667
10,399
—
11,284
52,323
10,352
19,986
7,748
4,089
94,498 $
38,580
8,022
—
23,115
54,009
5,681
4,107
18,117
3,927
85,841 $
26,429
10,236
3,397
(3,033)
42,308
7,795
13,489
4,581
—
68,173
Free cash flow for the years ended December 31 is reconciled as follows:
2020
2019
(in thousands)
2018
Net cash provided by (used in) operating activities
Less capital expenditures
Free cash flow
Net debt as of December 31 is reconciled as follows:
Cash and cash equivalents
Less total debt, net of debt issuance costs
Less debt issuance costs
Net debt
$
37,570 $
(65,666)
(3,258)
(52,688)
$ (28,096) $ (17,324) $ (55,946)
57,084 $
(74,408)
2020
2019
(in thousands)
2018
70,282 $
$ 129,857 $
85,346
(216,867) (141,389) (137,623)
(878)
$ (88,061) $ (71,779) $ (53,155)
(1,051)
(672)
The key operating metrics as of and for the year ended December 31 are as follows:
Key Operating Metrics (1)
Sets
Estimated megawatts
Utilization
Dedicated manufacturing lines
Manufacturing lines installed
2020
3,544
12,080
2019
2018
3,189
9,598
2,423
6,560
81%
53
55
79%
52
48
71%
55
43
(1)
See below for more information on each of our key operating metrics.
Sets represents the number of wind blade sets, consisting of three wind blades each, which we produced
worldwide during the period. We monitor sets and believe that presenting sets to investors is helpful because we
believe that it is the most direct measurement of our manufacturing output during the period. Sets primarily impact
net sales.
Estimated megawatts are the energy capacity to be generated by wind blade sets produced during the period.
Our estimate is based solely on name-plate capacity of the wind turbine on which the wind blades we manufacture
40
are expected to be installed. We monitor estimated megawatts and believe that presenting estimated megawatts to
investors is helpful because we believe that it is a commonly followed measurement of energy capacity across our
industry and provides an indication of our share of the overall wind blade market.
Utilization represents the percentage of the number of wind blades invoiced during the period compared to the
total potential wind blade capacity of the manufacturing lines installed during the period. We monitor utilization
because we believe it helps investors to better understand how close we are to operating at maximum production
capacity.
Dedicated manufacturing lines are the number of wind blade manufacturing lines that we have dedicated to
our customers pursuant to our long-term supply agreements at the end of the period. We monitor dedicated
manufacturing lines and believe that presenting this metric to investors is helpful because we believe that the
number of dedicated manufacturing lines is the best indicator of demand for the wind blades we manufacture for
customers under our long-term supply agreements in any given period. Lines become dedicated upon the execution
of a long-term supply agreement; this means that lines are typically dedicated before they are installed.
Manufacturing lines installed represents the number of wind blade manufacturing lines installed and either in
operation, startup or transition during the period. We believe that total manufacturing lines installed provides an
understanding of the number of manufacturing lines installed and either in operation, startup or transition. From time
to time, we have manufacturing lines installed that are not dedicated to our customers pursuant to a long-term supply
agreement.
RESULTS OF OPERATIONS
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
The following table summarizes certain of our operating results as a percentage of net sales for the years
ended December 31 that have been derived from our consolidated statements of operations:
Net sales
Cost of sales
Startup and transition costs
Total cost of goods sold
Gross profit
General and administrative expenses
Loss on sale of assets and asset impairments
Restructuring charges, net
Income from operations
Total other expense
Income (loss) before income taxes
Income tax provision
Net loss
2020
2019
100.0 %
93.5
2.7
96.2
3.8
2.0
0.5
0.2
1.1
(1.6)
(0.5)
(0.6)
(1.1)%
100.0 %
89.8
4.8
94.6
5.4
2.8
1.3
0.2
1.1
(0.6)
0.5
(1.6)
(1.1)%
41
Net sales
Consolidated discussion
The following table summarizes our net sales by product/service for the years ended December 31:
Wind blade sales
Precision molding and
assembly systems sales
Transportation sales
Other sales
Total net sales
2020
2019
(in thousands)
Change
$
%
$ 1,580,055 $ 1,328,717 $
251,338
18.9%
28,073
36,196
25,813
48,680
28,870
30,233
$ 1,670,137 $ 1,436,500 $
(20,607)
7,326
(4,420)
233,637
-42.3%
25.4%
-14.6%
16.3%
The increase in net sales of wind blades was primarily driven by a 11% increase in the number of wind blades
produced during the year ended December 31, 2020 as compared to the same period in 2019 as a result of increased
production at our China, Mexico, India and Iowa facilities. The increase was also due to a higher average sales price
due to the mix of wind blade models produced during the year ended December 31, 2020 compared to the same
period in 2019. Net sales from the manufacturing of precision molding and assembly systems decreased, primarily
in Asia, during the year ended December 31, 2020 as compared to the same period in 2019, primarily due to our
customers deferring a number of blade model transitions due to the COVID-19 pandemic. Additionally, there was an
increase in transportation and other sales during the year ended December 31, 2020 as compared to the same period
in 2019. The fluctuating U.S. dollar against the Euro in our Turkey operations and the Chinese Renminbi in our
China operations had a favorable impact of 0.1% on consolidated net sales for the year ended December 31, 2020 as
compared to 2019. Although our net sales increased for the year ended December 31, 2020 compared to the same
period in 2019, we estimate that our net sales were adversely impacted by approximately $148.0 million, based upon
352 wind blade sets, which we had forecasted to produce at our Mexico, China, Iowa, Turkey and India
manufacturing facilities in the periods under non-cancellable purchase orders associated with our long-term
contracts but were unable to do so as a result of the COVID-19 pandemic. The COVID-19 pandemic required these
manufacturing facilities to either temporarily suspend production or operate at reduced production levels primarily
during the first and second quarters of 2020 as a result of certain applicable government-mandated stay at home
orders in response to the COVID-19 pandemic, demands from certain of our labor unions to suspend or reduce
production and general safety concerns of our associates.
Segment discussion
The following table summarizes our net sales by our five geographic operating segments for the years ended
December 31:
U.S.
Asia
Mexico
EMEA
India
Total net sales
NM – not meaningful.
2020
2019
(in thousands)
$
181,941 $
527,083
495,839
373,545
91,729
169,317 $
393,809
435,606
437,081
687
$ 1,670,137 $ 1,436,500 $
Change
$
%
12,624
133,274
60,233
(63,536)
91,042
233,637
7.5%
33.8%
13.8%
-14.5%
NM
16.3%
42
U.S. Segment
The following table summarizes our net sales by product/service for the U.S. segment for the years ended
December 31:
Wind blade sales
Precision molding and
assembly systems sales
Transportation sales
Other sales
Total net sales
2020
2019
(in thousands)
Change
$
%
$
135,415 $
120,125 $
15,290
12.7%
—
33,849
12,677
181,941 $
3,774
28,523
16,895
169,317 $
(3,774)
5,326
(4,218)
12,624
NM
18.7%
-25.0%
7.5%
$
The increase in the U.S. segment’s net sales of wind blades was primarily due to a 14% increase in the number
of wind blades produced in the year ended December 31, 2020 as compared to the same period in 2019, as well as a
higher average sales price due to the mix of wind blade models produced in the comparable periods. Although our
U.S. net sales increased for the year ended December 31, 2020 compared to the same period in 2019, our U.S. net
sales were adversely impacted due to reduced production levels at our U.S. manufacturing facilities due to the
COVID-19 pandemic primarily during the second quarter of 2020.
Asia Segment
The following table summarizes our net sales by product/service for the Asia segment for the years ended
December 31:
Wind blade sales
Precision molding and
assembly systems sales
Other sales
Total net sales
2020
2019
(in thousands)
Change
$
%
$
511,090 $
366,206 $
144,884
39.6%
13,134
2,859
527,083 $
25,203
2,400
393,809 $
(12,069)
459
133,274
-47.9%
19.1%
33.8%
$
The increase in the Asia segment’s net sales of wind blades was primarily due to a 22% net increase in the
number of wind blades produced in the year ended December 31, 2020 as compared to the same period in 2019 and
an increase in the average sales price of wind blades due to a change in the mix of wind blades produced in the two
comparative periods. Although our Asia net sales increased for the year ended December 31, 2020 compared to the
same period in 2019, our Asia net sales were adversely impacted due to reduced production levels at our Asia
manufacturing facilities due to the COVID-19 pandemic primarily during the first quarter of 2020. Net sales from
the manufacturing of precision molding and assembly systems during the 2020 period decreased by $12.1 million as
compared to the 2019 period primarily due to our customers deferring a number of blade model transitions due to
the COVID-19 pandemic.
43
Mexico Segment
The following table summarizes our net sales by product/service for the Mexico segment for the years ended
December 31:
Wind blade sales
Precision molding and
assembly systems sales
Transportation sales
Other sales
Total net sales
2020
2019
(in thousands)
Change
$
%
$
472,994 $
410,337 $
62,657
15.3%
14,939
2,347
5,559
495,839 $
19,703
347
5,219
435,606 $
(4,764)
2,000
340
60,233
-24.2%
NM
6.5%
13.8%
$
The increase in the Mexico segment’s net sales of wind blades reflects a 18% net increase in overall wind
blade volume and an increase in the average sales price of wind blades due to a change in the mix of wind blades
produced in the two comparative periods. In addition, our 2019 net sales were impacted by the employees strike at
our Matamoros production facility. Although our Mexico net sales increased for the year ended December 31, 2020
compared to the same period in 2019, our Mexico net sales were adversely impacted due to reduced production
levels at our Mexico manufacturing facilities due to the COVID-19 pandemic primarily during the second quarter of
2020.
EMEA Segment
The following table summarizes our net sales by product/service for the EMEA segment for the years ended
December 31:
2020
2019
(in thousands)
Change
$
%
Wind blade sales
Other sales
Total net sales
$
$
368,907 $
4,638
373,545 $
431,362 $
5,719
437,081 $
(62,455)
(1,081)
(63,536)
-14.5%
-18.9%
-14.5%
The decrease in the EMEA segment’s net sales of wind blades was driven by a 22% decrease in wind blade
production at our two Turkey plants due to transitions and reduced production levels at these manufacturing
facilities due to the COVID-19 pandemic primarily during the second quarter of 2020. The decrease was partially
offset by an increase in the average sales price of wind blades delivered in the comparative periods and an increase
in the year over year number of wind blades still in the production process at the end of the period. The fluctuating
U.S. dollar relative to the Euro had a favorable impact of 0.3% on net sales during the year ended December 31,
2020 as compared to the 2019 period.
44
India Segment
The following table summarizes our net sales by product/service for the India segment for the years ended
December 31:
2020
2019
(in thousands)
Change
$
%
Wind blade sales
Other sales
Total net sales
$
$
91,649 $
80
91,729 $
687
—
687
$
$
90,962
80
91,042
NM
NM
NM
The increase in the India segment’s net sales of wind blades was driven by the startup of production in 2020.
No material production took place in 2019.
Total cost of goods sold
The following table summarizes our total cost of goods sold for the years ended December 31:
Cost of sales
Startup and transition costs
Total cost of goods sold
% of net sales
2020
$ 1,561,432
44,606
$ 1,606,038
2019
(in thousands)
$ 1,290,619
68,033
$ 1,358,652
$
$
94.6%
96.2%
Change
$
%
270,813
(23,427)
247,386
21.0%
-34.4%
18.2%
1.6%
Total cost of goods sold for the year ended December 31, 2020 was $1,606.0 million and included $25.9
million related to lines in startup and $18.7 million related to lines in transition during the period. This compares to
total cost of goods sold for the year ended December 31, 2019 of $1,358.7 million and included $48.5 million
related to lines in startup and $19.5 million related to lines in transition during the period. Cost of goods sold as a
percentage of net sales increased by approximately two percentage points during the year ended December 31, 2020
as compared to the same period in 2019, driven primarily by the increase in warranty costs primarily relating to a
remediation campaign for a specific wind blade model for one of our customers, and COVID-19 related costs
associated with the health and safety of our associates and non-productive labor, partially offset by a decrease in
startup and transition costs, the impact of savings in raw material costs and foreign currency fluctuations. The
fluctuating U.S. dollar against the Euro, Turkish Lira, Chinese Renminbi and Mexican Peso had a favorable impact
of 1.5% on consolidated cost of goods sold for the year ended December 31, 2020 as compared to 2019.
General and administrative expenses
The following table summarizes our general and administrative expenses for the years ended December 31:
2020
2019
(in thousands)
Change
$
%
General and
administrative expenses
% of net sales
$
33,496
$
2.0%
39,916
$
2.8%
(6,420)
-16.1%
-0.8%
The decrease in general and administrative expenses as a percentage of net sales for the year ended
December 31, 2020 as compared to the same period in 2019 was primarily driven by lower travel and training costs
due to the COVID-19 pandemic.
45
Loss on sale of assets and asset impairments
The following table summarizes our loss on sale of assets and asset impairments for the years ended December 31:
2020
2019
(in thousands)
Change
$
%
Loss on sale of assets
and asset impairments
% of net sales
$
7,748
$
0.5%
18,117
$
1.3%
(10,369)
-57.2%
-0.8%
The decrease in the loss on sale of assets and asset impairments for the year ended December 31, 2020 as
compared to the same period in 2019 was primarily due to: (i) a decrease of $4.4 million in asset impairment charges
primarily related to the shutdown of our second Newton, Iowa facility in 2019, (ii) a decrease of $4.1 million in
losses on the sale of assets at our corporate and manufacturing facilities, and (iii) lower losses on the sale of
receivables under supply chain financing arrangements with our customers in the current year period due to
decreasing interest rates as compared to the equivalent prior year period.
Restructuring charges, net
Restructuring charges, net, for the year ended December 31, 2020 totaled $4.1 million. These charges
primarily related to downsizing at our Dafeng, China manufacturing facility, comprised of $3.8 million of severance
benefits to terminated employees, and $0.2 million of other charges, primarily related to exit costs, at our second
Newton, Iowa facility. The $3.8 million of severance benefits relating to our Dafeng, China facility were paid to
terminated employees in January 2021. Restructuring charges, net, for the year ended December 31, 2019 totaled
$3.9 million. These charges primarily related to the closing of our Taicang City, China manufacturing facility,
comprised of $3.3 million of severance benefits to terminated employees and $0.6 million of other charges,
primarily related to exit costs.
Income (loss) from operations
Segment discussion
The following table summarizes our income (loss) from operations by our five geographic operating segments
for the years ended December 31:
U.S.
Asia
Mexico
EMEA
India
Total income from
operations
% of net sales
U.S. Segment
$
$
2020
(40,991)
62,869
(9,611)
23,331
(16,832)
2019
(in thousands)
$
(78,278)
24,132
3,533
70,449
(3,948)
$
18,766
$
1.1%
15,888
$
1.1%
Change
$
%
37,287
38,737
(13,144)
(47,118)
(12,884)
2,878
47.6%
160.5%
NM
-66.9%
NM
18.1%
0.0%
The decrease in the loss from operations in the U.S. segment for the year ended December 31, 2020 as compared
to the same period in 2019 was primarily due to: (i) the decreased costs related to the shutdown of our Newton, Iowa
transportation facility, (ii) the decrease in transition costs at our Newton, Iowa blade facility, (iii) the increase in
wind blade volume, (iv) the increase in the average sales price of wind blades and (v) a decrease in general and
administrative expenses, partially offset by increased direct material costs at our Newton, Iowa blade facility.
Although our U.S. loss from operations decreased for the year ended December 31, 2020 compared to the same
period in 2019, our income from operations for the year ended December 31, 2020 was adversely impacted due to
reduced production levels at our U.S. blade manufacturing facility due to the COVID-19 pandemic during the
46
second quarter of 2020 and COVID-19 related costs associated with the health and safety of our associates and non-
productive labor.
Asia Segment
The increase in the income from operations in the Asia segment for the year ended December 31, 2020 as
compared to the same period in 2019 was primarily due to the net increase in overall wind blade volume and
increase in the average sales price of wind blades, a decrease in the startup and transition costs and lower direct
labor costs. The fluctuating U.S. dollar against the Chinese Renminbi had an unfavorable impact of 0.3% on cost of
goods sold for the year ended December 31, 2020 as compared to the 2019 period. Although our Asia income from
operations increased for the year ended December 31, 2020 as compared to the same period in 2019, our income
from operations was adversely impacted due to reduced production levels at our Asia manufacturing facilities due
to the COVID-19 pandemic during the first quarter of 2020 and COVID-19 related costs associated with the health
and safety of our associates and non-productive labor.
Mexico Segment
The decrease in income from operations in the Mexico segment for the year ended December 31, 2020 as
compared to the same period in 2019 was primarily due to increased warranty costs, the reduced production levels at
our Mexico manufacturing facilities due to the COVID-19 pandemic during the second quarter of 2020 and COVID-
19 related costs associated with the health and safety of our associates and non-productive labor. These increased
costs were partially offset by the overall increase in wind blade volume, an increase in the average sales price of
wind blades, decreased startup and transition costs, favorable foreign currency fluctuations as well as from savings
in raw material costs. The fluctuating U.S. dollar relative to the Mexican Peso had a favorable impact of 1.9% on
cost of goods sold for the year ended December 31, 2020 as compared to 2019.
EMEA Segment
The decrease in income from operations in the EMEA segment for the year ended December 31, 2020 as
compared to the same period in 2019 was primarily driven by increased warranty costs, decreased wind blade
production at our two Turkey manufacturing facilities due to the COVID-19 pandemic during the second quarter of
2020 and COVID-19 related costs associated with the health and safety of our associates and non-productive labor,
the increased transition costs at one of our Turkey 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
3.2% on cost of goods sold for the year ended December 31, 2020 as compared to 2019.
India Segment
The increase in the loss from operations in the India segment for the year ended December 31, 2020 as
compared to the same period in 2019 was primarily due to the increased startup costs related to our India
manufacturing facility during 2020.
Other income (expense)
The following table summarizes our total other income (expense) for the years ended December 31:
2020
2019
(in thousands)
Change
$
%
Interest income
Interest expense
Foreign currency loss, net
Miscellaneous income
Total other expense
$
$
102 $
(10,501)
(19,986)
3,876
(26,509) $
157
$
(8,179)
(4,107)
3,648
(8,481) $
(55)
(2,322)
(15,879)
228
(18,028)
-35.0%
-28.4%
NM
6.3%
NM
47
The increase in the total other expense for the year ended December 31, 2020 as compared to the same period
in 2019 was primarily due to increases in foreign currency loss, net primarily due to net Euro liability exposure
against the Turkish Lira in the current year period as compared to the same period in 2019.
Income tax provision
The following table summarizes our income tax provision for the years ended December 31:
Income tax provision
Effective tax rate
$
2020
2019
(in thousands)
11,284
$
-145.7%
23,115
$
312.1%
Change
$
%
(11,831)
-51.2%
The decrease in the income tax provision for the year ended December 31, 2020 as compared to the same
period in 2019 was primarily due to tax benefits from the effect of tax law changes and the release of valuation
allowances in certain jurisdictions, partially offset by lower pretax income related to the earnings mix by jurisdiction
and unrecognized tax benefits in the year ended December 31, 2020 as compared to the same period in 2019.
Net loss
The following table summarizes our net loss for the years ended December 31:
Net loss
$
19,027 $
15,708
$
3,319
21.1%
2020
2019
(in thousands)
Change
$
%
The increase in the net loss for the year ended December 31, 2020 as compared to the same period in 2019
was primarily due to the reasons set forth above. In addition, we estimate that our net loss during the year ended
December 31, 2020 was adversely impacted by approximately $26.5 million, net of taxes, based upon the forecasted
gross margin on the wind blade sets we had forecasted to produce at our Mexico, China, Iowa, Turkey and India
manufacturing facilities in the period under non-cancellable purchase orders associated with our long-term contracts
but were unable to do so as a result of the COVID-19 pandemic. The COVID-19 pandemic required these
manufacturing facilities to either temporarily suspend production or operate at reduced production levels due
primarily to certain applicable government-mandated stay at home orders in response to the COVID-19 pandemic,
demands from certain of our labor unions to suspend or reduce production and general safety concerns of our
associates. In addition, during the period we incurred $15.5 million, net of taxes, of COVID-19 related costs
associated with the health and safety of our associates and non-productive labor. The diluted net loss per share was
$0.54 for the year ended December 31, 2020, compared to a diluted net loss per share of $0.45 for the year ended
December 31, 2019.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
For a comparison of our results of operations for the years ended December 31, 2019 and 2018, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations”
included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the
SEC on March 2, 2020 incorporated herein by reference.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the uncertainty relating to: (i) the rapidly evolving nature, magnitude and duration of the
COVID-19 pandemic, (ii) the variety of measures implemented by governments around the world to address its
effects and (iii) the impact on our manufacturing operations, we have and will continue to manage our liquidity to
ensure our long-term viability until the COVID-19 pandemic abates. During the year ended December 31, 2020, we
had net borrowings of $58.7 million under our Credit Agreement. In addition, during the year ended December 31,
2020, we entered into or amended four unsecured credit agreements with four Turkish financial institutions resulting
in net borrowings of $25.1 million and current availability of $52.9 million.
48
Our primary needs for liquidity have been, and in the future will continue to be, capital expenditures, new
facility startup costs, the impact of transitions, working capital, debt service costs and warranty costs. 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. We had net borrowings under our
financing arrangements of $75.7 million for the year ended December 31, 2020 as compared to net repayments
under our financing arrangements of $2.1 million and $8.9 million for the years ended December 31, 2019 and 2018,
respectively. As of December 31, 2020 and 2019, we had $217.9 million and $142.1 million in outstanding
indebtedness, excluding debt issuance costs, respectively. As of December 31, 2020, we had an aggregate of $120.5
million of remaining capacity and $94.2 million of remaining availability under our various credit facilities.
Working capital requirements have increased as a result of our overall growth and the need to fund higher accounts
receivable and inventory levels as our business volumes have increased. Based upon current and anticipated levels
of operations, we believe that cash on hand, available credit facilities and cash flow from operations will be
adequate to fund our working capital and capital expenditure requirements and to make required payments of
principal and interest on our indebtedness over the next twelve months.
We anticipate that any new facilities and future facility expansions will be funded through cash flows from
operations, the incurrence of other indebtedness and other potential sources of liquidity. At December 31, 2020 and
2019, we had unrestricted cash, cash equivalents and short-term investments totaling $129.9 million and
$70.3 million, respectively. The December 31, 2020 balance includes $61.0 million of cash located outside of the
United States, including $47.4 million in China, $6.0 million in Turkey, $5.0 million in India, $2.1 million in
Mexico and $0.5 million in other countries. In February 2020, we entered into an Incremental Facility Agreement
with the current lenders to our Credit Agreement and an additional lender, pursuant to which the aggregate principal
amount of our revolving credit facility under the Credit Agreement was increased from $150.0 million to $205.0
million.
Our ability to repatriate funds from China to the United States is subject to a number of restrictions imposed
by the Chinese government. We repatriate funds through several technology license and corporate/administrative
service agreements. We are compensated quarterly based on agreed upon royalty rates for such intellectual property
licenses and quarterly fees for those services. Certain of our subsidiaries are limited in their ability to declare
dividends without first meeting statutory restrictions of China, including retained earnings as determined under
Chinese-statutory accounting requirements. Until 50% ($26.6 million) of registered capital is contributed to a
surplus reserve, our China operations can only pay dividends equal to 90% of after-tax profits (10% must be
contributed to the surplus reserve). Once the surplus reserve fund requirement is met, our China operations can pay
dividends equal to 100% of after-tax profit assuming other conditions are met. At December 31, 2020, the amount of
the surplus reserve fund was $7.0 million.
Cash Flow Discussion
The following table summarizes our key cash flow activity for the years ended December 31:
Net cash provided by operating activities
Net cash used in investing activities
Net cash 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
2020
2019
$ Change
$
(in thousands)
57,084
37,570
$
$
(75,510)
(65,666)
970
88,612
(19,514)
9,844
87,642
(2,069)
(171)
(1,898)
$
58,447
$
(17,627) $
76,074
49
Operating Cash Flows
Net cash provided by operating activities decreased by $19.5 million for the year ended December 31, 2020 as
compared to the same period in 2019 primarily as the result of decreased operating results and certain changes in our
working capital.
Investing Cash Flows
Net cash used in investing activities decreased by $9.8 million for the year ended December 31, 2020 as
compared to the same period in 2019 primarily as the result of a decrease in capital expenditures.
We anticipate fiscal year 2021 capital expenditures of between $55 million to $65 million and we estimate that
the cost that we will incur after December 31, 2020 to complete our current projects in process will be
approximately $13.8 million. We have used, and will continue to use, cash flows from operations, the proceeds
received from our credit facilities and the proceeds received from the issuance of stock for major projects currently
being undertaken, which include our manufacturing facility in Chennai, India and the continued investment in our
existing Turkey, Mexico, China and U.S. facilities.
Financing Cash Flows
Net cash provided by financing activities increased by $87.6 million for the year ended December 31, 2020 as
compared to the same period in 2019 primarily as the result of increased borrowings on our revolving loans and
other growth-related debt, as well as increased proceeds from the exercise of stock options.
Our Indebtedness
For a discussion of our indebtedness, refer to Note 11 - Long-Term Debt, Net of Debt Issuance Costs and
Current Maturities of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on
Form 10-K.
Other Contingencies
For a discussion of our legal proceedings, refer to Note 14 – Commitments and Contingencies – (b) Legal
Proceedings of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-
K.
The wind blades and other composite structures that we produce are subject to warranties against defects in
workmanship and materials, generally for a period of two to five years. We are not responsible for the fitness for use
of the wind blade or the overall wind turbine system. If a wind blade is found to be defective during the warranty
period as a result of a defect in workmanship or materials, among other potential remedies, we may need to repair or
replace the wind blade (which could include significant transportation and installation costs) at our sole expense. At
December 31, 2020 and 2019, we had accrued warranty reserves totaling $50.9 million and $47.6 million,
respectively.
As of December 31, 2020, we had no material operating expenditures for environmental matters, including
government imposed remedial or corrective actions, during the year ended December 31, 2020.
Off-Balance Sheet Transactions
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 consolidated financial statements and related notes.
50
Our segments enter into accounts receivable assignment agreements with various financial institutions. Under
these agreements, the financial institution buys, on a non-recourse basis, the accounts receivable amounts related to
our segment’s 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 December 31, 2020:
Year Of Initial Agreement
Segment(s) Related To
2014
2018
2018
2019
2019
2019
2020
2020
2020
Mexico
Mexico
EMEA
Asia and Mexico
Asia and Mexico
Asia
EMEA
India
U.S.
Current Annual Interest Rate
LIBOR plus 0.75%
LIBOR plus 1.25%
EURIBOR plus 0.75%
LIBOR plus 1.00%
LIBOR plus 1.00%
Fixed rate of 3.85%
EURIBOR plus 1.95%
LIBOR plus 1.00%
LIBOR plus 1.25%
As the receivables are purchased by the financial institutions under the agreements noted above, the
receivables are removed from our consolidated balance sheet. During the years ended December 31, 2020 and 2019,
$1,251.5 million and $776.2 million, respectively, of receivables were sold under the accounts receivable
assignment agreements described above.
Contractual Obligations
The following table summarizes certain of our contractual obligations as of December 31, 2020:
Payments Due by Period
Less than 1
year
1-3 years
3-5 years
(in thousands)
More than 5
years
Total
Long-term debt obligations(1)
Operating lease obligations(2)
Purchase obligations
Estimated interest payments(3)
Total contractual obligations
(1)
See “—Our Indebtedness” above.
$ 32,551 $ 185,150 $
217 $
54,004
714
6
$ 77,446 $ 259,163 $ 54,941 $
34,798
2,568
7,529
62,644
2,465
8,904
— $ 217,918
98,764 250,210
5,747
16,439
98,764 $ 490,314
—
—
(2) Our operating lease obligations represent the contractual payments due for the lease of our corporate office in
Scottsdale, Arizona in addition to our facilities in Iowa, Rhode Island, New Mexico, China, Mexico, Turkey,
Denmark, Germany and India.
Includes interest on variable rate debt based on interest rates as of December 31, 2020. See “—Our
Indebtedness” above.
(3)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these
consolidated financial statements requires us to make estimates and judgments that affect the reported amount of our
assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. We evaluate our
estimates on an ongoing basis, including those related to income taxes and warranty expense. We base our estimates
on our historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making the judgments we make about the carrying values of
our assets and liabilities that are not readily apparent from other sources. Because these estimates can vary
depending on the situation, actual results may differ from the estimates.
51
We believe the following critical accounting policies affect our more significant judgments used in the
preparation of our consolidated financial statements.
Revenue Recognition. The majority of our revenue is generated from long-term contracts associated with
manufacturing of wind blades and related services. We account for a long-term contract when it has the approval
from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial
substance and the collectability of consideration is probable. Our manufacturing services are customer specific and
involve production of items that cannot be sold to other customers due to the customers’ protected intellectual
property.
Revenue is primarily recognized over time as we have an enforceable right to payment upon termination and
we may not use or sell the product to fulfill other customers’ contracts. Because control transfers over time, revenue
is recognized based on the extent of progress towards the completion of the performance obligation under the cost-
to-cost input measure of progress as this method provides the best representation of the production progress towards
satisfaction of the performance obligation. Under the cost-to-cost method, progress and the related revenue
recognition is determined by a ratio of direct costs incurred to date in fulfillment of the performance obligation to
the total estimated direct costs required to complete the performance obligation.
Determining the revenue to be recognized for services performed under our manufacturing contracts involves
judgments and estimates relating to the total consideration to be received and the expected direct costs to complete
the performance obligation. Our estimates of variable consideration and determination of whether to include
estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all
information available to us at the time of the estimate and may materially change as additional information becomes
known.
Under the cost-to-cost method, contract assets established primarily relate to our rights to consideration for
work completed but not billed at the reporting date on manufacturing services contracts. The contract assets are
transferred to accounts receivable when the rights become unconditional, which generally occurs when customers
are invoiced upon the determination that a product conforms to the contract specifications.
See Note 1 – Summary of Operations and Summary of Significant Accounting Policies – (c) Revenue
Recognition of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-
K, for further discussion of our accounting policies related to revenue recognition, including accounting policies
surrounding our non-manufacturing related services.
Income Taxes. In connection with preparing our consolidated financial statements, we are required to estimate
our income taxes in each of the jurisdictions in which we operate. This process involves our assessment of any net
operating loss carryforwards, as well as estimating our actual current tax liability together with assessing temporary
differences resulting from differing treatment of items, such as reserves and accrued liabilities, for tax and
accounting purposes. We also have to assess whether any portion of our earnings generated in one taxing
jurisdiction might be claimed as earned by income tax authorities in a differing tax jurisdiction. Significant judgment
is required in determining our annual tax rate, the allocation of earnings to various jurisdictions and the evaluation of
our tax positions.
In the normal course of business, we establish valuation allowances for our deferred tax assets when the
realization of the assets is not more likely than not. We intend to maintain such valuation allowances on our deferred
tax assets until there is sufficient evidence to support the reversal of all or some portion of the allowances.
Historically, we determined that a valuation allowance for all of our U.S. deferred tax assets was appropriate,
however during the third quarter of 2018, we reversed a portion of the U.S. valuation allowance, based on the
available evidence at that time. In 2019 a full valuation allowance was recorded in Taicang and India. Given our
anticipated future earnings in India from becoming fully operational in 2020, we reversed the valuation allowance in
that jurisdiction in 2020. The effect of a change in judgment concerning the realizability of deferred tax assets is
included in our income tax provision.
52
As of December 31, 2020, we have U.S. federal net operating losses (NOLs) of approximately $103.0 million,
state NOLs of approximately $253.2 million, foreign NOLs of approximately $41.0 million and foreign tax credits
of approximately $1.9 million available to offset future taxable income in the U.S., China and India.
In December 2017, the Tax Cuts and Jobs Act (Tax Reform) was signed into law, which significantly revised U.S.
tax law by, among other things, lowering the statutory federal corporate income tax rate from 35% to 21% for tax
years beginning after December 31, 2017, eliminating certain deductions, imposing a mandatory one-time transition
tax, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. Tax Reform also
includes many new provisions, such as changes to bonus depreciation, changes to deductions for executive
compensation, interest expense limitations, NOL deduction limitations, tax on global intangible low tax income
(GILTI) earned by foreign corporate subsidiaries, the base erosion anti abuse tax (BEAT), and a deduction for
foreign derived intangible income (FDII).
As of December 31, 2018, we completed the accounting for the enactment-date income tax effects of Tax
Reform, which resulted in an immaterial impact to our financial statements. Upon further analyses of certain aspects
of Tax Reform, and refinement of calculations during 2018, we increased our provisional amount of previously
untaxed foreign earnings by $13.8 million, to $88.1 million. This resulted in no change to our U.S. federal income
tax expense due to the impact of foreign tax credits. In addition, the provisional net tax expense, which was
estimated at approximately $0.1 million, primarily attributable to the reduction in the federal tax rate, was
unchanged and we made a policy election to account for any impacts of GILTI tax in the period in which it is
incurred.
Income tax expense or benefit, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits
reflect our best estimate of current and future taxes to be paid. We are subject to income taxes in both the U.S. and
numerous foreign jurisdictions in which we operate, principally, China, Mexico, and Turkey. Significant judgements
and estimates are required in determining our consolidated income tax expense. The statutory federal corporate
income tax rate in the U. S. is 21% and the tax rates in China, Mexico and Turkey are 25%, 30% and 22%,
respectively. Our second Turkey facility is located in a tax-free zone and is not subject to income taxes on earnings
recognized from its manufacturing activities.
Warranty Expense. The wind blades we manufacture are subject to warranties against defects in workmanship
and materials, generally for a period of two to five years. We are not responsible for the fitness for use of the wind
blade in the overall wind turbine system. If a wind blade is found to be defective during the warranty period as a
result of a defect in workmanship or materials, among other potential remedies, we may need to repair or replace the
wind blade at our sole expense. We provide warranties for all of our products with terms and conditions that vary
depending on the product sold. We record warranty expense based upon our estimate of future repairs using a
probability-based methodology that considers previous warranty claims, identified quality issues and industry
practices. Once the warranty period has expired, any remaining unused warranty accrual for the specific products is
reversed against the current year warranty expense amount.
Our estimate of warranty expense requires us to make assumptions about matters that are highly uncertain,
including future rates of product failure, repair costs, availability of materials, shipping and handling, and de-
installation and re-installation costs at customers’ sites, among others. When a potential or actual warranty claim
arises, we may accrue additional warranty reserves for the estimated cost of remediation or proposed settlement. In
2020, we accrued additional warranty expenses of approximately $12.9 million beyond the normal warranty expense
describe above related to a remediation campaign for a specific wind blade model for one of our customers. We
have not experienced any material warranty expenses beyond the provision described above in the years ended
December 31, 2019 and 2018. However, changes in warranty reserves could have a material effect on our
consolidated financial statements. For example, as of December 31, 2020, a change in the estimated warranty
accrual rate of 1% across all products would change the warranty accrual by approximately $42.5 million.
53
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 1 – Summary of Operations and Summary of
Significant Accounting Policies of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual
Report on Form 10-K.
Item 7A. 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 Risk. We conduct international operations in China, Mexico, Turkey and India. 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 local
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 domestic currency and then translated into U.S. dollars for
inclusion in our 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
$46.2 million and $10.9 million for the years ended December 31, 2020 and 2019, respectively.
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 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
40% of the resin and resin systems we use are purchased under contracts controlled by one of our customers and
therefore they receive/bear 100% of any increase or decrease in resin costs further limiting our exposure to price
fluctuations. Prior to taking into account any contractual obligations of our customers to share with us the cost
savings or increases resulting from a change in the price of resin and resin systems, we believe that a 10% change in
the price of resin and resin systems for the customers in which we are exposed to fluctuating prices would have had
an impact to income from operations of approximately $10.1 million and $9.3 million for the years ended
December 31, 2020 and 2019, respectively. Under our customer supply agreements, our customers typically receive
70% of the cost savings or increases resulting from a change in the price of resin and resin systems.
In late 2019, worldwide demand for balsa wood increased as a result of shortages of other types of core
materials. In addition, our supply chain for balsa wood, which is primarily sourced from Ecuador, has been further
stressed due to the COVID-19 pandemic. As a result of this increased demand and supply chain disruption, we did
have fixed pricing for a portion of our contracts and purchase orders for balsa wood for most of 2020. We believe
that a 10% change in the price of balsa wood would have had an impact to income from operations of approximately
$8.0 million for the year ended December 31, 2020.
Interest Rate Risk. As of December 31, 2020, our Credit Agreement includes interest on the unhedged
principal amount of $96.2 million which is tied to LIBOR, and our EMEA segment has one general credit agreement
outstanding which is tied to the Euro Interbank Offered Rate (EURIBOR). For a discussion of the interest rate swap
arrangement we entered into related to our Credit Agreement, See Note 13 – Financial Instruments of the Notes to
Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. The EMEA credit
agreement had unsecured financing of $11.2 million and financing of capital expenditures of $4.3 million
outstanding as of December 31, 2020. Our Credit Agreement and the one EMEA general credit agreement are the
only variable rate debt agreements that we had outstanding as of December 31, 2020 as all remaining working
capital loans, secured and unsecured financing and finance lease obligations are fixed rate instruments and are not
subject to fluctuations in interest rates. Due to the relatively low LIBOR and EURIBOR rates in effect as of
54
December 31, 2020, a 10% change in the LIBOR or EURIBOR rate would not have had a material impact on our
future earnings, fair values or cash flows.
Item 8. Financial Statements and Supplementary Data
The financial statements required to be filed pursuant to this Item 8 are appended to this Report. An index of
those financial statements is found in Item 15.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. 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 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
December 31, 2020 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 December 31, 2020.
Management’s Report on Internal Control Over Financial Reporting
As required by Rules 13a-15(f) promulgated under the Exchange Act, our management is responsible for
establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. Management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2020. Management based its assessment on criteria
established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Management's assessment included evaluation of elements such as the
design and operating effectiveness of key financial reporting controls, process documentation, accounting policies
and our overall control environment. Based on this assessment, management has concluded that our internal control
over financial reporting was effective as of December 31, 2020 to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external reporting purposes in
accordance with U.S. generally accepted accounting principles. We reviewed the results of management's
assessment with the Audit Committee of our Board of Directors.
Our internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP, an
independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended
December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
Item 9B. Other Information
Not applicable.
55
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to “Business – Information about our
Executive Officers” included in Part 1, Item 1 of this Annual Report on Form 10-K and the information that will be
contained in our proxy statement related to the 2021 Annual Meeting of Stockholders, which we intend to file with
the SEC within 120 days of the fiscal year ended December 31, 2020.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to the information that will be contained in
our proxy statement related to the 2021 Annual Meeting of Stockholders, which we intend to file with the SEC
within 120 days of the fiscal year ended December 31, 2020.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item is incorporated by reference to the information that will be contained in
our proxy statement related to the 2021 Annual Meeting of Stockholders, which we intend to file with the SEC
within 120 days of the fiscal year ended December 31, 2020.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the information that will be contained in
our proxy statement related to the 2021 Annual Meeting of Stockholders, which we intend to file with the SEC
within 120 days of the fiscal year ended December 31, 2020.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated by reference to the information that will be contained in
our proxy statement related to the 2021 Annual Meeting of Stockholders, which we intend to file with the SEC
within 120 days of the fiscal year ended December 31, 2020.
56
Item 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements and Schedules
PART IV
The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as
part of this Annual Report on Form 10-K.
(b) Exhibits
See Exhibit Index.
Item 16. Form 10-K Summary
Not applicable.
57
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm...............................................................................
Consolidated Balance Sheets as of December 31, 2020 and 2019 .....................................................................
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 ....................
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019
and 2018.........................................................................................................................................................
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020, 2019
and 2018.........................................................................................................................................................
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 ...................
Notes to Consolidated Financial Statements ......................................................................................................
Page
F-2
F-5
F-6
F-7
F-8
F-9
F-11
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
TPI Composites, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of TPI Composites, Inc. and
subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of
operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the
years in the three-year period ended December 31, 2020, and the related notes (collectively, the
consolidated financial statements). We also have audited the Company’s internal control over financial
reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in
conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31,
2020 based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Adoption of New Accounting Pronouncement
As discussed in Note 1 to the consolidated financial statements, effective January 1, 2019, the Company
changed its method of accounting for leases due to the adoption of Financial Accounting Standards
Board Accounting Standard Codification Topic 842, Leases.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
consolidated financial statements and an opinion on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included
F-2
performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit
committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Variable consideration and direct costs to complete performance obligations for wind blade sales
As discussed in Notes 1 and 2 to the consolidated financial statements, the Company generates
the majority of its revenue from long-term contracts associated with manufacturing custom wind
blades. Revenue from manufacturing wind blades is primarily recognized over time based on
progress towards the completion of the performance obligation in the contract. Progress is
determined by the ratio of direct costs incurred to date in fulfillment of the performance obligation
to the total estimated direct costs required to complete the performance obligation. The Company
recognizes variable consideration for wind blade sales that includes estimates of future contract
volumes. Wind blade sales under long-term contracts was $1,580,055 thousand compared to
total net sales of $1,670,137 thousand in fiscal 2020.
We identified the evaluation of estimates of future contract volumes and direct costs to complete
performance obligations for wind blade sales as a critical audit matter. Evaluating these estimates
required a high degree of auditor judgment as changes to the inputs can have a significant effect
on the Company’s revenue. Each wind blade contract contains variable consideration that
includes estimates of future contract volumes. Each wind blade contract also requires a measure
of progress that includes estimates of direct costs to complete the performance obligations.
The following are the primary procedures we performed to address this critical audit matter. We
evaluated the design and tested the operating effectiveness of certain internal controls related to
the Company’s process to recognize revenue from wind blade sales. This included controls
F-3
related to estimates of future contract volumes and direct costs to complete the performance
obligation. We read a selection of long-term customer contracts, and observed that terms,
conditions, and key elements of the contracts were included in the Company’s estimate of future
contract volumes. We evaluated the Company’s ability to estimate future contract volumes and
direct costs to complete the performance obligations by comparing these estimates to historical
results. We evaluated estimated future contract volumes by assessing (1) manufacturing plant
capacity, (2) historical production volume, and (3) customer purchase commitments. We
evaluated estimated direct costs to complete the performance obligations by examining the
estimated amounts agreed upon with the customer and comparing them to historical costs. We
compared the estimated future direct cost per blade to historical direct costs per blade and
assessed the potential impact of future manufacturing efficiencies. Further, we evaluated
historical direct labor cost by wind blade type and manufacturing plant, and analyzed jurisdiction-
specific inflation rates based on publicly available data. We assessed current period revenue
based upon the estimated consideration, the ratio of direct costs incurred to date in fulfillment of
the performance obligations to the total estimated direct costs required to complete the
performance obligations, and revenue recognized in previous periods for the performance
obligations.
We have served as the Company’s auditor since 2008.
Phoenix, Arizona
February 25, 2021
/s/ KPMG LLP
F-4
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
2020
2019
(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
Total current assets
Property, plant and equipment, net
Operating lease right of use assets
Goodwill
Intangible assets and deferred costs, net
Other noncurrent assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses
Accrued warranty
Current maturities of long-term debt
Current operating lease liabilities
Contract liabilities
Total current liabilities
Long-term debt, net of debt issuance costs and current maturities
Noncurrent operating lease liabilities
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common shares, $0.01 par value, 100,000 shares authorized and 36,771
shares issued and 36,564 shares outstanding at December 31, 2020;
100,000 shares authorized and 35,326 shares issued and 35,181 shares
outstanding at December 31, 2019
Paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Treasury stock, at cost, 207 shares at December 31, 2020; 145 shares at
December 31, 2019
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
$
$
$
129,857
339
132,768
216,928
29,507
27,921
10,839
548,159
209,001
158,827
2,807
4,146
33,317
956,257
295,992
50,852
32,551
26,099
614
406,108
184,316
155,925
8,873
755,222
368
349,472
(32,990)
(109,716)
(6,099)
201,035
956,257
$
70,282
992
184,012
166,515
10,047
29,843
6,731
468,422
205,007
122,351
2,807
4,170
23,920
826,677
293,104
47,639
13,501
16,629
3,008
373,881
127,888
113,883
5,975
621,627
353
322,906
(23,612)
(90,689)
(3,908)
205,050
826,677
See accompanying notes to consolidated financial statements.
F-5
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
2020
Year Ended December 31,
2019
(In thousands, except per share data)
2018
Net sales
Cost of sales
Startup and transition costs
Total cost of goods sold
Gross profit
General and administrative expenses
Loss on sale of assets and asset impairments
Restructuring charges, net
Income from operations
Other income (expense):
Interest income
Interest expense
Loss on extinguishment of debt
Foreign currency loss, net
Miscellaneous income
Total other expense
Income (loss) before income taxes
Income tax benefit (provision)
Net income (loss)
Weighted-average common shares outstanding:
Basic
Diluted
Net income (loss) per common share:
Basic
Diluted
$
$
1,670,137 $
1,561,432
44,606
1,606,038
64,099
33,496
7,748
4,089
18,766
1,436,500 $
1,290,619
68,033
1,358,652
77,848
39,916
18,117
3,927
15,888
1,029,624
882,075
74,708
956,783
72,841
43,542
4,581
—
24,718
102
(10,501)
—
(19,986)
3,876
(26,509)
(7,743)
(11,284)
(19,027) $
157
(8,179)
—
(4,107)
3,648
(8,481)
7,407
(23,115)
(15,708) $
181
(10,417)
(3,397)
(13,489)
4,650
(22,472)
2,246
3,033
5,279
35,532
35,532
35,062
35,062
34,311
36,002
$
$
(0.54) $
(0.54) $
(0.45) $
(0.45) $
0.15
0.15
See accompanying notes to consolidated financial statements.
F-6
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)
Other comprehensive income (loss):
Foreign currency translation adjustments
Unrealized gain (loss) on hedging derivatives, net of taxes
of $(200), $(585) and $158 for the years ended December
31, 2020, 2019 and 2018
Comprehensive loss
2020
Year Ended December 31,
2019
(In thousands)
2018
$
(19,027) $
(15,708) $
5,279
(8,099)
(7,026)
(14,428)
(1,279)
(28,405) $
(2,194)
(24,928) $
$
594
(8,555)
See accompanying notes to consolidated financial statements.
F-7
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
other
Common
Paid-in
comprehensive Accumulated
Shares Amount capital
loss
(In thousands)
deficit
Treasury
stock,
at cost
Total
stockholders'
equity
Balance at December 31, 2017
Net income
Other comprehensive loss
Common stock repurchased
Issuances under share-based
compensation plan
Share-based compensation expense
Balance at December 31, 2018
Net loss
Other comprehensive loss
Common stock repurchased
Issuances under share-based
compensation plan
Share-based compensation expense
Balance at December 31, 2019
Net loss
Other comprehensive loss
Common stock repurchased
Issuances under share-based
compensation plan
Share-based compensation expense
Balance at December 31, 2020
34,049 $ 340 $301,543 $
—
— —
—
— —
—
— —
(558) $ (80,260) $ (511) $ 220,554
5,279 —
5,279
(13,834)
— —
(2,859)
— (2,859)
—
(13,834)
—
696
7
— —
34,745
— —
— —
— —
2,695
7,533
347 311,771
—
—
—
581
6
— —
35,326
— —
— —
— —
5,291
5,844
353 322,906
—
—
—
15 16,569
1,445
— —
9,997
36,771 $ 368 $349,472 $
—
—
(14,392)
—
(9,220)
—
—
—
(23,612)
—
(9,378)
—
— 1,582
— —
(74,981) (1,788)
(15,708) —
— —
— (2,120)
—
— —
(90,689) (3,908)
(19,027) —
— —
— (2,191)
4,284
7,533
220,957
(15,708)
(9,220)
(2,120)
5,297
5,844
205,050
(19,027)
(9,378)
(2,191)
—
—
16,584
9,997
(32,990) $ (109,716) $(6,099) $ 201,035
— —
— —
See accompanying notes to consolidated financial statements.
F-8
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
2020
Year Ended December 31,
2019
(In thousands)
2018
$
(19,027 )
$
(15,708 )
$
5,279
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization
Loss on sale of assets and asset impairments
Restructuring charges, net
Share-based compensation expense
Amortization of debt issuance costs
Loss on extinguishment of debt
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 provided by (used in) operating activities
Cash flows from investing activities:
Purchases of property, plant and equipment
Acquisition of a business
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from revolving and term loans
Repayments of revolving and term loans
Net proceeds from (repayments of) accounts receivable financing
Proceeds from working capital loans
Repayments of working capital loans
Principal repayments of finance leases
Net proceeds from (repayments of) other debt
Debt issuance costs
Proceeds from exercise of stock options
Repurchase of common stock including shares withheld in lieu of income
taxes
Net cash provided by (used in) 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 year
$
49,667
7,748
4,089
10,352
351
—
(7,982 )
42,986
(56,150 )
15,036
(4,276 )
(19,916 )
1,491
734
6,209
3,213
3,045
37,570
(65,666 )
—
(65,666 )
80,000
(21,260 )
(3,805 )
—
—
(6,116 )
26,875
(730 )
15,839
(2,191 )
88,612
(2,069 )
58,447
71,749
130,196
$
38,580
18,117
3,927
5,681
206
—
4,951
(19,366 )
(57,583 )
6,953
(1,145 )
(1,052 )
(13,692 )
(7,177 )
80,720
10,874
2,798
57,084
(74,408 )
(1,102 )
(75,510 )
22,000
—
(10,719 )
3,535
(3,535 )
(9,128 )
(4,286 )
—
5,223
(2,120 )
970
(171 )
(17,627 )
89,376
71,749
$
26,429
4,581
—
7,795
336
3,397
(14,912 )
(59,200 )
(7,898 )
—
(1,685 )
1,318
(132 )
(5,167 )
32,263
6,346
(2,008 )
(3,258 )
(52,688 )
—
(52,688 )
89,435
(74,972 )
424
—
—
—
(23,763 )
(281 )
4,284
(2,859 )
(7,732 )
617
(63,061 )
152,437
89,376
See accompanying notes to consolidated financial statements.
F-9
TPI COMPOSITES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
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
2020
Year Ended December 31,
2019
(in thousands)
2018
$
$
9,853
20,965
$
8,190
18,640
9,904
7,246
61,455
163
7,556
15,855
5,811
14,644
—
21,968
5,139
Reconciliation of Cash, Cash Equivalents and
Restricted Cash:
Consolidated Balance Sheets
Cash and cash equivalents
Restricted cash
Restricted cash included within other noncurrent assets
Consolidated Statements Of Cash Flows
Total cash, cash equivalents and restricted cash shown
in the consolidated statements of cash flows
2020
2019
2018
2017
December 31,
(in thousands)
$
$
129,857
339
—
$
70,282
992
475
85,346 $
3,555
475
148,113
3,849
475
$
130,196
$
71,749
$
89,376 $
152,437
See accompanying notes to consolidated financial statements.
F-10
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1. Summary of Operations and Summary of Significant Accounting Policies
(a) Description of Business
TPI Composites, Inc. is the holding company that conducts substantially all of its business operations through
its direct and indirect subsidiaries (collectively, the Company or we). The Company was founded in 1968 and has
been producing composite wind blades since 2001. The Company’s knowledge and experience of composite
materials and manufacturing originates with its predecessor company, Tillotson Pearson Inc., a leading manufacturer
of high-performance sail and powerboats along with a wide range of composite structures used in other industrial
applications. Following the separation from the boat building business in 2004, the Company reorganized in
Delaware as LCSI Holding, Inc. and then changed its corporate name to TPI Composites, Inc. in 2008. Today, the
Company is headquartered in Scottsdale, Arizona and has expanded its global footprint to include domestic facilities
in Newton, Iowa; Warren, Rhode Island and Santa Teresa, New Mexico and international facilities in Dafeng,
China; Taicang Port, China; Yangzhou, China, Juárez, Mexico; Matamoros, Mexico; Izmir, Turkey; Chennai, India,
Kolding, Denmark and Berlin, Germany.
(b) Basis of Presentation
The accompanying consolidated financial statements include the accounts of TPI Composites, Inc. and all
majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain
prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to
conform to the current period’s presentation.
(c) Revenue Recognition
The majority of our revenue is generated from long-term contracts associated with manufacturing of wind
blades and related services. We account for a long-term contract when it has the approval from both parties, the
rights of the parties are identified, payment terms are established, the contract has commercial substance and the
collectability of consideration is probable.
To determine the proper revenue recognition method for each long-term contract, we evaluate whether the
original contract should be accounted for as one or more performance obligations. This evaluation requires judgment
and the decisions reached could change the amount of revenue and gross profit recorded in a given period. As most
of our contracts contain multiple performance obligations, we allocate the total transaction price to each
performance obligation based on the estimated relative standalone selling prices of the promised goods or services
underlying each performance obligation. Our manufacturing services are customer specific and involve production
of items that cannot be sold to other customers due to the customers’ protected intellectual property; therefore, we
allocate the total transaction price under our contracts with multiple performance obligations using the contractually
stated prices, as these prices represent the relative standalone selling price based on an expected cost plus margin
model.
Revenue is primarily recognized over time as we have an enforceable right to payment upon termination and
we may not use or sell the product to fulfill other customers’ contracts. In addition, the customer does not have
return or refund rights for items produced that conform to the specifications included in the contract. Because
control transfers over time, revenue is recognized based on the extent of progress towards the completion of the
performance obligation. We use the cost-to-cost input measure of progress for our contracts as this method provides
the best representation of the production progress towards satisfaction of the performance obligation as the materials
are distinct to the product being manufactured because of customer specifications provided for in the contract, the
costs incurred are proportional to the progress towards completion of the product, and the products do not involve
significant pre-fabricated component parts. Under the cost-to-cost method, progress and the related revenue
recognition is determined by a ratio of direct costs incurred to date in fulfillment of the performance obligation to
the total estimated direct costs required to complete the performance obligation.
F-11
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Determining the revenue to be recognized for services performed under our manufacturing contracts involves
judgments and estimates relating to the total consideration to be received and the expected direct costs to complete
the performance obligation. As such, revenue recognized reflects our estimates of future contract volumes and the
direct costs to complete the performance obligation. The judgments and estimates relating to the total consideration
to be received include the amount of variable consideration as our contracts typically provide the customer with a
range of production output options from guaranteed minimum volume obligations to the production capacity of the
facility, and customers will provide periodic non-cancellable commitments for the number of wind blades to be
produced over the term of the agreement. The total consideration also includes payments expected to be received
associated with wind blade model transitions. We use historical experience, customer commitments and forecasted
future production based on the capacity of the plant to estimate the total revenue to be received to complete the
performance obligation. In addition, the amount of consideration per unit produced may vary based on the costs of
production of the wind blades as we may be able to change the price per unit based on changes in the cost of
production. Further, some of our contracts provide opportunities for us to share in labor and material cost savings as
well as absorb some additional costs as an incentive for more efficient production, both of which impact the margin
realized on the contract and ultimately the total amount of revenue to be recognized. Additionally, certain of our
customer contracts provide for us to make concessions, such as in the form of liquidated damages, for missed
production deadlines which are paid over a negotiated timeline.
We estimate variable consideration at the most likely amount to which we expect to be entitled. We include
estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative
revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our
estimates of variable consideration and determination of whether to include estimated amounts in the transaction
price are based largely on an assessment of our anticipated performance and all information available to us at the
time of the estimate and may materially change as additional information becomes known.
Our contracts may be modified to account for changes in specifications of products and changing
requirements. If the contract modifications are for goods or services that are not distinct from the existing contract,
they are accounted for as if they were part of the original contract. The effect of a contract modification on the
transaction price and the measure of progress for the performance obligation to which it relates is recognized as an
adjustment to revenue on a cumulative catch-up basis. If contract modifications are for goods and services that are
distinct from the existing contract and increases the amount of consideration reflecting the standalone sale price of
the additional goods or services, then the contract modification is accounted for as a separate contract and is
evaluated for one or more performance obligations.
Each reporting period, we evaluate the progress towards satisfaction of each performance obligation based on
any contract modifications that have occurred, cost incurred to date, and an estimate of the expected future
consideration and costs to be incurred to complete the performance obligation. Based on this analysis, any changes
in estimates of total consideration to be received and direct costs to complete the performance obligation are
recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the
changes on current and prior periods based on the percentage of completion of the performance obligation.
Wind blade pricing is based on annual commitments of volume as established in our customer contracts and
orders less than committed volume may result in a higher price per wind blade to our customers. Orders in excess of
annual commitments may result in discounts to our customers from the contracted price for the committed volume.
Our customers typically provide periodic purchase orders with the price per wind blade given the current cost of the
bill of materials, labor requirements and volume desired. We record an allowance for expected utilization of early
payment discounts which are reported as a reduction of the total consideration to be received.
Precision molding and assembly systems included in a customer’s contract are based upon the specific
engineering requirements and design determined by the customer and are specific to the wind blade design and
function desired. From the customer’s engineering specifications, a job cost estimate is developed along with a
production plan, and the desired margin is applied based on the location the work is to be performed and complexity
of the customer’s design. Precision molding and assembly systems are generally built to produce wind blades which
may be manufactured by us in production runs specified in the customer contract.
F-12
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Contract assets primarily relate to our rights to consideration for work completed but not billed at the reporting
date on manufacturing services contracts. The contract assets are transferred to accounts receivable when the rights
become unconditional, which generally occurs when customers are invoiced upon the determination that a product
conforms to the contract specifications and invoices are due based on each customer’s negotiated payment terms,
which, when factoring in our accounts receivable assignment agreements, range from 5 to 25 days. We apply the
practical expedient that allows us to exclude payment terms under one year from the transfer of a promised good or
service from consideration of a significant financing component in its contracts. With regards to the production of
precision molding and assembly systems, our contracts generally call for progress payments to be made in advance
of production. Generally, payment is made at certain percentage of completion milestones with the final payment
due upon delivery to the manufacturing facility. These progress payments are recorded within contract liabilities as
current liabilities in the consolidated balance sheets and are reduced as we record revenue over time. We evaluate
indications that a customer may not be able to meet the obligations under our long-term supply agreements to
determine if an account receivable or contract asset may be impaired.
Our customers may request, in situations where they do not have space available to receive products or do not
want to take possession of products immediately for other reasons, that their finished products be stored by us in one
of our facilities. Most of our contracts provide for a limited number of wind blades to be stored during the period of
the contract with any additional wind blades stored subject to additional storage fees, which are included in wind
blade sales.
Revenue related to field service inspection and repair services, non-recurring engineering and freight services
provided under our customer contracts is recognized at a point in time following the transfer of control of the
promised services to the customer. Customers usually pay the carrier directly for the cost of shipping associated with
items produced. When we pay the shipping costs, we apply the practical expedient that allows us to account for
shipping and handling as a fulfillment costs and include the revenue in the associated performance obligation and
the costs are included in cost of goods sold.
Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-
producing transactions, that are collected by us from a customer, are excluded from revenue.
(d) Cost of Goods Sold
Cost of goods sold includes the costs we incur at our production facilities to make products saleable on both
products invoiced during the period as well as products in progress towards the satisfaction of the related
performance obligations for which we have an enforceable right to payment upon termination and we may not use or
sell the product to fulfill other customers’ contracts. Cost of goods sold includes such items as raw materials, direct
and indirect labor and facilities costs, including purchasing and receiving costs, plant management, inspection costs,
production process improvement activities, product engineering and internal transfer costs, as well as the allocated
portion of costs incurred at our corporate headquarters and our research facilities. In addition, all depreciation
associated with assets used in the production of our products is also included in cost of goods sold. Direct labor costs
consist of salaries, benefits and other personnel related costs for employees engaged in the manufacturing of our
products and services.
Startup and transition costs are primarily unallocated fixed overhead costs and underutilized direct labor costs
incurred during the period production facilities are transitioning wind blade models and ramping up manufacturing.
All direct labor costs are included in the measure of progress towards completion of the relevant performance
obligation when determining revenue to be recognized during the period. The cost of sales for the initial wind blades
from a new model manufacturing line is generally higher than when the line is operating at optimal production
volume levels due to inefficiencies during ramp-up related to labor hours per blade, cycle times per blade and raw
material usage. Additionally, these costs as a percentage of net sales are generally higher during the period in which
a facility is ramping up to full production capacity due to underutilization of the facility. Manufacturing overhead at
each of our facilities includes virtually all indirect costs (including share-based compensation costs) incurred at the
plants, including engineering, finance, information technology, human resources and plant management.
F-13
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(e) General and Administrative Expenses
General and administrative expenses primarily relate to the unallocated portion of costs incurred at our
corporate headquarters and our research facilities and include salaries, benefits and other personnel related costs for
employees engaged in research and development, engineering, finance, internal audit, information technology,
human resources, business development, global operational excellence, global supply chain, in-house legal and
executive management. Other costs include outside legal and accounting fees, risk management (insurance), share-
based compensation and certain other administrative and global resources costs.
The unallocated research and development expenses incurred at our Warren, Rhode Island location as well as
at our Kolding, Denmark advanced engineering center and our Berlin, Germany engineering center are also included
in general and administrative expenses. For the years ended December 31, 2020, 2019 and 2018, total research and
development expenses totaled $1.0 million, $1.0 million and $0.8 million, respectively.
(f) Loss on Sale of Assets and Asset Impairments
For the years ended December 31, 2020, 2019 and 2018, the losses on the sale of certain receivables, on a
non-recourse basis under supply chain financing arrangements with our customers, to financial institutions, the
losses on the sale of other assets at our corporate and manufacturing facilities and asset impairment charges totaled
$7.7 million, $18.1 million and $4.6 million, respectively.
(g) Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents include highly liquid investments that are readily convertible to known amounts of
cash with original maturities of three months or less. The carrying value of cash and cash equivalents approximates
fair value.
As of December 31, 2020 and 2019, our China locations collectively had unrestricted cash totaling $47.4
million and $9.7 million, respectively, in bank accounts in China. The Chinese government imposes certain
restrictions on transferring cash out of China. The local governments in Turkey and Mexico impose no such
restrictions on transferring cash out of the respective country.
As of December 31, 2020 and 2019, we had provided for cash deposits for letters of guarantee used for
customs clearance related to our China locations totaling $0.3 million and $1.0 million, respectively. These amounts
are reported as restricted cash in our consolidated balance sheets.
As of December 31, 2019, we maintained a long-term deposit in interest bearing accounts, related to fully
cash-collateralized letters of credit in connection an equipment lessor in Iowa, totaling $0.5 million. This balance
was refunded to us in 2020. See Note 8, Other Noncurrent Assets.
(h) Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. We follow
the allowance method of recognizing uncollectible accounts receivable, which recognizes bad debt expense based on
a review of the individual accounts outstanding and prior history of uncollectible accounts receivable. Credit is
extended based on evaluation of each of our customer’s financial condition and is generally unsecured. Accounts
receivable are generally due within 30 days and are stated net of an allowance for doubtful accounts in the
consolidated balance sheets. Accounts are considered past due if outstanding longer than contractual payment terms.
We record an allowance based on consideration of a number of factors, including the length of time trade accounts
are past due, previous loss history, the creditworthiness of individual customers, economic conditions affecting
specific customer industries, and economic conditions in general. We charge-off accounts receivable after all
reasonable collection efforts have been exhausted. We credit payments subsequently received on such receivables to
bad debt expense in the period payment is received. We record delinquent finance charges on outstanding accounts
receivables only if they are collected. We wrote off no receivables during 2020 or 2019, and $0.2 million during
2018, and do not have any off-balance-sheet credit exposure related to our customers. See Note 4, Accounts
Receivable.
F-14
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(i) Inventories
Inventories represent materials purchased that are not restricted to fulfillment of a specific contract and are
measured at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling prices in
the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is
determined using the first-in, first-out method for such raw materials. Write-downs to reduce the carrying cost of
obsolete, slow-moving, and unusable inventory to net realizable value are recognized in cost of goods sold. The
effect of these write-downs establishes a new cost basis in the related inventory, which is not subsequently written
up.
(j) Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation and amortization of property, plant, and
equipment is calculated on the straight-line method over the estimated useful lives of the assets. See Note 6,
Property, Plant and Equipment, Net.
Machinery and equipment
Buildings
Leasehold improvements
Office equipment and software
Furniture
Vehicles
Estimated
useful lives
7-10 years
20 years
5 to 10 years, or the term
of the lease, if shorter
3 to 5 years
3 to 5 years
5 years
(k) Recoverability of Long-Lived Assets
We review property, plant and equipment and other long-lived assets in order to assess recoverability based on
expected future undiscounted cash flows whenever events or circumstances indicate that the carrying value may not
be recoverable. If the sum of the expected future net cash flows is less than the carrying value, an impairment loss is
recognized. The impairment loss is measured as the amount by which the carrying value exceeds the fair value of
the asset.
(l) Goodwill, Intangible Assets and Deferred Costs, Net
Goodwill represents the excess of the acquisition cost of Composite Solutions, Inc. from True North Partners,
LLC in 2004 over the fair value of identifiable assets acquired and liabilities assumed. Goodwill, which is entirely in
the U.S. segment, is evaluated for impairment annually on October 31 and whenever events or circumstances make
it likely that impairment may have occurred. In determining whether impairment has occurred, one compares the fair
value of the related reporting unit (calculated using the discounted cash flow method) to its carrying value. If the
carrying value exceeds the fair value, impairment is recognized for the difference. We may first assess qualitative
factors to determine whether it is necessary to perform the quantitative goodwill impairment test. We performed our
annual goodwill impairment test during 2020 and determined that it is more-likely-than-not that its fair value
exceeds its carrying amount.
Our patents, licenses, trademarks and development tools were acquired in business acquisitions and provide
contractual or legal rights, or other future benefits that could be separately identified. Our valuation of identified
intangible assets was based upon discounted cash flow estimates that require significant management judgment with
respect to revenue and expense growth rates, changes in working capital, and the selection and use of the appropriate
discount rate. The intangible assets are amortized over their estimated useful life. Intangible assets with indefinite
lives are evaluated at least annually for impairment or whenever events or circumstances make it likely that
impairment may have occurred.
F-15
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In addition, we recognize an asset for deferred costs incurred to fulfill a contract when such costs meet certain
criteria. These deferred costs are amortized over their estimated useful life. See Note 2, Revenue from Contracts
with Customers for a further discussion of those deferred costs. See Note 7, Intangible Assets and Deferred Costs,
Net.
(m) Warranty Expense
We provide a limited warranty for our mold and wind blade products, including materials and workmanship,
with terms and conditions that vary depending on the product sold, generally for periods that range from two to five
years. We also provide a limited warranty for our transportation products, including materials and workmanship,
with terms and conditions that vary depending on the product sold, generally for a period of approximately two
years. Warranty expense is recorded based upon estimates of future repairs using a probability-based methodology
that considers previous warranty claims, identified quality issues and industry practices. Once the warranty period
has expired, any remaining unused warranty accrual for the specific products is generally reversed against the
current year warranty expense amount. See Note 9, Accrued Warranty.
(n) Treasury Stock
Common stock purchased for treasury is recorded at historical cost. Transactions in treasury shares relate to
shares withheld in lieu of income taxes associated with share-based compensation plans and are recorded at weighted-
average cost.
(o) Foreign Currency Translation and Income and Losses
Foreign currency-denominated assets and liabilities are translated into U.S. dollars at exchange rates existing
at the respective balance sheet dates. Results of operations of our foreign subsidiaries are translated at the average
exchange rates during the respective periods. Translation adjustments are reported in accumulated other
comprehensive loss in our consolidated balance sheets. Currency translation adjustments for the years ended
December 31, 2020, 2019 and 2018 amounted to other comprehensive losses of $8.1 million, $7.0 million and $14.4
million, respectively.
Our reporting currency is the U.S. dollar. However, we have non-U.S. operating subsidiaries in our U.S.,
Mexico, Turkey, China and India operations.
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
The U.S. parent companies of our China and Mexico operations, which are wholly-owned subsidiaries
of TPI Composites, Inc., maintain their books and records in their functional currency, the US. dollar.
Our Mexico operations maintain their books and records through multiple legal entities that are
denominated in the local Mexican currency, the Peso, which are remeasured to their U.S. dollar
functional currency.
Our Turkey operations maintain their books and records in their functional currency, the local Turkish
currency, the Lira.
Our China operations maintain their books and records in their functional currency, the local Chinese
currency, the Renminbi.
Our Chennai, India operations maintain their books and records in their functional currency, the U.S.
dollar.
Our Kolding, Denmark operation, which is a wholly-owned subsidiary of TPI Composites, Inc.,
maintains its books and records in their functional currency, the local Danish currency, the Krone.
Our Berlin, Germany operation, which is a wholly-owned subsidiary of TPI Composites, Inc., maintains
its books and records in their functional currency, the Euro.
Foreign currency transaction gains and losses are reported in foreign currency income (loss), net in our
consolidated statements of operations.
F-16
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(p) Share-Based Compensation
We maintain one active incentive compensation plan: the Amended and Restated 2015 Stock Option and
Incentive Plan (the 2015 Plan). The 2015 Plan provides for the issuance of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock units (RSUs), restricted stock awards, unrestricted stock
awards, cash-based awards, performance-based restricted stock units (PSUs) and dividend equivalent rights to
certain of our employees, non-employee directors and consultants. The term of stock options issued under the 2015
Plan may not exceed ten years from the date of grant. Under the 2015 Plan, incentive stock options and non-
qualified stock options are granted at an exercise price that is not to be less than 100% of the fair market value of our
common stock on the date of grant, as determined by the Compensation Committee of our board of directors. Stock
options become vested and exercisable at such times and under such conditions as determined by the Compensation
Committee on the date of grant.
We use the Black Scholes valuation model, unless the awards are subject to market conditions, in which case
we utilize a binomial-lattice model (i.e., Monte Carlo simulation model), to determine the fair value of stock options
and certain PSUs granted. The Monte Carlo simulation model utilizes multiple input variables to determine the
share-based compensation expense. For grants with market conditions made in the year ended December 31, 2020,
we utilized a weighted-average volatility of 47.3%, a 0% dividend yield and a weighted-average risk-free interest
rate of 0.5%. The volatility was based on the most recent comparable period for the Company and the peer group.
The stock price projection for the Company and the components of the peer group assumes a 0% dividend yield.
This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The
risk-free interest rate is equal to the yield, as of the measurement date, of the zero-coupon U.S. Treasury bill that is
commensurate with the remaining performance measurement period.
The determination of the grant date fair value using an option-pricing model and simulation model requires
judgment as well as assumptions regarding a number of other complex and subjective variables. These variables
include our closing market price at the grant date as well as the following assumptions:
Expected Volatility. As our common stock had not been publicly traded prior to July 2016, the expected
volatility assumption reflects an average of our historical volatility and the volatilities of publicly traded peer group
companies with a period equal to the expected life of the options.
Expected Life (years). We use the simplified method to estimate the expected term of stock options. The
simplified method for estimating expected term is to use the mid-point between the vesting term and the contractual
term of the option. We elected to use the simplified method because we did not have historical exercise data to
estimate the expected term due to the limited time period our common stock had been publicly traded.
Risk-Free Interest Rate. The risk-free interest rate assumption is based upon the U.S. constant maturity
treasury rates as the risk-free rate interpolated between the years commensurate with the expected life of the options.
Dividend Yield. The dividend yield assumption is zero since we do not expect to declare or pay dividends in
the foreseeable future.
Forfeitures. Share-based compensation expense is reversed when the service-based award is forfeited.
Expected Vesting Period. We amortize the share-based compensation expense over the requisite service
period.
Share-based compensation expense related to RSUs and PSUs are expensed over the vesting period using the
straight-line method for our employees and our board of directors. The RSUs and PSUs do not have voting rights.
We calculate the fair value of our share-based awards on the date of grant for our employees and directors.
(q) Leases
On January 1, 2019, we adopted the Financial Accounting Standards Board (FASB) Accounting Standard
Codification (ASC) Topic 842, Leases. We determine if an arrangement is a lease at inception. Operating leases are
included in operating lease right of use (ROU) assets, current operating lease liabilities, and noncurrent operating
F-17
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment,
current maturities of long-term debt, and long-term debt, net of debt issuance costs and current maturities in the
consolidated balance sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future
minimum lease payments over the lease term at commencement date. Variable payments are not included in ROU
assets or lease liabilities and can vary from period to period based on asset usage or our proportionate share of
common costs. The implicit rate within our leases is generally not determinable and, therefore, the incremental
borrowing rate at lease commencement is utilized to determine the present value of lease payments. We estimate our
incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar
asset over a timeframe similar to the term of the lease. The ROU asset also includes any lease prepayments made
and any initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or
terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease
payments is recognized on a straight-line basis over the lease term. We have elected not to recognize ROU assets or
lease liabilities for leases with a term of 12 months or less.
We have lease agreements with lease and non-lease components. We have elected to apply the practical
expedient to account for these components as a single lease component for all classes of underlying assets.
(r) Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with FASB ASC Topic 740,
Income Taxes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those differences are projected to be recovered or settled. Realization of deferred tax
assets is dependent on our ability to generate sufficient taxable income of an appropriate character in future periods.
A valuation allowance is established if it is determined to be more-likely-than-not that a deferred tax asset will not
be realized.
(s) Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting
principles (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 consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of
property, plant and equipment, realizability of intangible assets, deferred costs and deferred tax assets, standalone
selling prices and future contract volumes and the direct costs to complete the performance obligation for revenue
recognition, fair value of stock options, performance-based restricted stock units and warrants, warranty reserves
and other contingencies.
(t) Fair Value of Financial Instruments
FASB ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Topic 820 also specifies a fair value hierarchy that requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs
that may be used to measure fair value is follows:
Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or liabilities; and
Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable
in the market. These unobservable assumptions reflect our own estimate of assumptions that market
participants would use in pricing the asset or liability.
F-18
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The carrying amounts of our cash and cash equivalents, trade accounts receivable, income taxes receivable,
accounts payable and accrued expenses and income taxes payable approximate fair value because of the short-term
nature of these financial instruments. The carrying amount of our short-term unsecured loans approximates fair
value due to their short-term nature and the loans carry a current market rate of interest, a Level 2 input. The
carrying value of our long-term debt approximates fair value based on its variable rate index or based upon market
interest rates available to us for debt of similar risk and maturities, both of which are Level 2 inputs. Since our
derivative assets and liabilities are not traded on an exchange, we value them using standard industry valuation
models. As applicable, these models project future cash flows and discount the amounts to a present value using
market-based observable inputs, including interest rate curves, credit risk, foreign exchange rates, and forward and
spot prices for currencies. These inputs are observable in active markets over the contract term of the derivative
instruments we hold, and accordingly, we classify the valuation techniques as Level 2.
(u) Recently Issued Accounting Pronouncements
Accounting Pronouncements Adopted in 2020
Financial Instruments
In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard is intended to
provide financial statement users with more decision-useful information about the expected credit losses on financial
instruments and other commitments to extend credit held at each reporting date.
This standard was effective for all public business entities for annual and interim periods beginning after
December 15, 2019, with early adoption permitted. We adopted this standard on January 1, 2020 and it did not have
a material effect on our consolidated financial statements.
Fair Value Measurement
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure
Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure
requirements in Topic 820.
This standard was effective for all public business entities for annual and interim periods beginning after
December 15, 2019, with early adoption permitted. We adopted this standard on January 1, 2020 and it did not have
a material effect on our consolidated financial statements.
Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for
Income Taxes, which primarily removes specific exemptions to the general principles in Topic 740 in GAAP and
improves the financial statement preparers’ application of income tax-related guidance and simplifies GAAP.
We adopted this standard on January 1, 2020 and it did not have a material effect on our consolidated financial
statements.
Recent Accounting Pronouncements
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the
Effects of Reference Rate Reform on Financial Reporting. These amendments provide optional guidance for a
limited time to ease the potential burden in accounting for reference rate reform. This new guidance provides
optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions
affected by reference rate reform if certain criteria are met. These amendments apply only to contracts and hedging
relationships that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be
discontinued due to reference rate reform. These amendments are effective immediately and may be applied
prospectively to contract modifications made and hedging relationships entered into or evaluated on or before
December 31, 2022.
F-19
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. This ASU
clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge
accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients
and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the
existing guidance to derivative instruments affected by the discounting transition.
An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for
margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim
period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period
that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued.
An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the
interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the
beginning of the interim period that includes March 12, 2020.
We are currently evaluating our contracts and the optional expedients provided by these new standards.
There have been no other recent accounting pronouncements or changes in accounting pronouncements during
the current year that are of significance, or potential significance, to us.
Note 2 – Revenue from Contracts with Customers
The following tables represents the disaggregation of our net sales revenue by product for each of our
reportable segments:
Wind blade sales
Precision molding and
assembly systems sales
Transportation sales
Other sales
Total net sales
Wind blade sales
Precision molding and
assembly systems sales
Transportation sales
Other sales
Total net sales
Wind blade sales
Precision molding and
assembly systems sales
Transportation sales
Other sales
Total net sales
Year Ended December 31, 2020
U.S.
Asia
Mexico
EMEA
India
Total
$ 135,415 $ 511,090 $ 472,994
$ 368,907 $
91,649 $1,580,055
(in thousands)
—
33,849
12,677
14,939
2,347
5,559
$ 181,941 $ 527,083 $ 495,839
13,134
—
2,859
—
—
4,638
$ 373,545 $
—
—
80
28,073
36,196
25,813
91,729 $1,670,137
U.S.
Asia
Year Ended December 31, 2019
Mexico
EMEA
(in thousands)
India
Total
$ 120,125 $ 366,206 $ 410,337
$ 431,362 $
687 $ 1,328,717
3,774
28,523
16,895
19,703
347
5,219
$ 169,317 $ 393,809 $ 435,606
25,203
—
2,400
—
—
5,719
$ 437,081 $
48,680
—
28,870
—
30,233
—
687 $ 1,436,500
U.S.
Asia
Year Ended December 31, 2018
Mexico
EMEA
(in thousands)
India
Total
$ 126,335 $ 264,417 $ 256,101
$ 286,414 $
— $ 933,267
5,034
29,254
3,093
7,203
—
5,452
$ 163,716 $ 306,255 $ 268,756
36,616
—
5,222
—
—
4,483
$ 290,897 $
48,853
—
29,254
—
—
18,250
— $ 1,029,624
F-20
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In addition, most of our net sales are made directly to our customers, primarily large multi-national wind
turbine manufacturers, under our long-term contracts which are typically five years in length.
For further information regarding our reportable segments, refer to Note 19, 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 time it takes to produce a single blade is typically between 5 to 7 days. The time it
takes to produce a mold is typically between 3 to 6 months. 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
consolidated balance sheets. Contract liabilities consist of advance payments in excess of revenue earned. These
amounts primarily represent progress payments received as precision molding and assembly systems are being
manufactured. The contract liabilities are recorded as current liabilities in the consolidated balance sheets and are
reduced as we record revenue over time.
These contract assets and liabilities are reported on the consolidated balance sheets net on a contract-by-
contract basis at the end of each reporting period, as demonstrated in the table below.
Contract assets and contract liabilities as of December 31 consisted of the following:
Gross contract assets
Less: reclassification from contract liabilities
Contract assets
Gross contract liabilities
Less: reclassification to contract assets
Contract liabilities
2020
2019
(in thousands)
$ Change
$ 223,428 $ 170,973 $
(4,458)
$ 216,928 $ 166,515 $
(6,500)
52,455
(2,042)
50,413
2020
2019
$ Change
(in thousands)
$
$
7,114 $
(6,500)
614 $
7,466 $
(4,458)
3,008 $
(352)
(2,042)
(2,394)
Contracts assets increased by $50.4 million from December 31, 2019 to December 31, 2020 due to customer
specific material purchases and incremental unbilled production during the year ended December 31, 2020.
Contracts liabilities decreased by $2.4 million from December 31, 2019 to December 31, 2020 due to the revenue
earned related to precision molding and assembly systems and wind blades being produced exceeding the amounts
billed to customers during the year ended December 31, 2020.
For the years ended December 31, 2020, 2019 and 2018, we recognized revenue of $3.0 million, $7.1 million
and $2.8 million, respectively, related to precision molding and assembly systems and wind blades, which was
included in the corresponding contract liability balance at the beginning of the period.
Performance Obligations
Remaining performance obligations represent the transaction price for which work has not been performed
and excludes any unexercised contract options. As discussed in Note 1, Summary of Operations and Significant
Accounting Policies – (c) Revenue Recognition, 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.
F-21
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
As of December 31, 2020, the aggregate amount of the transaction price allocated to the remaining
performance obligations to be satisfied in future periods was approximately $3.6 billion. We estimate that we will
recognize the remaining performance obligations as revenue as follows:
Year Ending December 31,
2021
2022
2023
2024
Total remaining performance obligations
% of Total
$
(in
thousands)
$ 1,689,153
1,203,476
622,170
75,841
$ 3,590,640
47.1%
33.5%
17.3%
2.1%
100.0%
The transaction price allocated to the remaining performance obligations excludes approximately $71.9
million of variable consideration over the contractual guaranteed minimum volume obligations under current
contracts with customers which has been constrained primarily due to uncertainty associated with production
volume during the remaining term of the agreements. We estimate the constraint will be resolved in subsequent
periods when our customers provide additional information relevant to forecasted future production.
For the year ended December 31, 2020, net revenue recognized from our performance obligations satisfied in
previous periods increased by $23.7 million. The current year increase primarily relates to changes in certain of our
estimated total contract values and related direct costs to complete the performance obligations.
Pre-Production Investments
We recognize an asset for deferred costs incurred to fulfill a contract when those costs meet all of the
following criteria: (a) the costs relate directly to a contract or to an anticipated contract that we can specifically
identify; (b) the costs generate or enhance our resources that will be used in satisfying performance obligations in
the future; and, (c) the costs are expected to be recovered. We capitalize the costs related to training our workforce
to execute the manufacturing services and other facility set-up costs related to preparing for production of a specific
contract. We factor these costs into our estimated cost analysis for the overall contract. Costs capitalized are
amortized over the number of units produced during the contract term. As of December 31, 2020, the cost and
accumulated amortization of such assets totaled $6.6 million and $3.7 million, respectively. As of December 31,
2019, the cost and accumulated amortization of such assets totaled $5.6 million and $2.7 million, respectively. These
amounts are included in intangible assets and deferred costs, net in the consolidated balance sheet. See Note 7,
Intangible Assets and Deferred Costs, Net.
In applying the practical expedient as permitted under FASB ASU 2014-09, Revenue from Contracts with
Customers (Topic 606), we recognize the incremental costs of obtaining contracts as an expense when incurred if the
amortization period of the asset that we otherwise would have recognized is one year or less. These costs are
included in cost of goods sold.
Note 3. 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 18, Concentration of Customers.
The COVID-19 pandemic adversely affected our business and operations during the year ended December 31,
2020. During the first quarter of 2020, our China manufacturing facilities were adversely impacted by the COVID-
19 pandemic in the form of reduced production levels and COVID-19 related costs associated with the health and
safety of our associates and non-productive labor. During the second quarter of 2020, all of our manufacturing
facilities with the exception of our China manufacturing facilities and our Rhode Island manufacturing facility were
F-22
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
required to temporarily suspend production or operate at reduced production levels due primarily to certain
applicable government-mandated stay at home orders in response to the COVID-19 pandemic, demands from certain
of our labor unions to suspend or reduce production and general safety concerns of our associates. By the end of the
second quarter of 2020, most of our manufacturing facilities had returned to operating at or near normal production
levels. Although all of our manufacturing facilities currently are operating at or near normal production levels, we
may be required to reinstate temporary production suspensions or volume reductions at our manufacturing facilities
or at our other locations to the extent there is a resurgence of COVID-19 cases in the regions where we operate or
there is an outbreak of positive COVID-19 cases in any of our facilities.
We maintain our U.S. cash in bank deposit and money market accounts that, at times, exceed U.S. federally
insured limits. U.S. bank accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) in an
amount up to $250,000 during 2020 and 2019. U.S money market accounts are not guaranteed by the FDIC. As of
December 31, 2020 and 2019, we had $68.9 million and $45.8 million, respectively, of cash in bank deposit and
money market accounts in high quality U.S. banks, which was in excess of FDIC limits. We have not experienced
losses in any such accounts.
We also maintain cash in bank deposit accounts outside the U.S. with no insurance. As of December 31, 2020,
this included $47.4 million in China, $6.0 million in Turkey, $5.0 million in India, $2.1 million in Mexico and $0.5
million in other countries. As of December 31, 2019, this included $9.7 million in China, $9.9 million in Turkey,
$2.4 million in India, $2.1 million in Mexico and $0.4 million in other countries. We have not experienced losses in
these accounts. In addition, as of December 31, 2020 and 2019, we have short-term deposits in interest bearing
accounts of $0.3 million and $1.0 million, respectively, in China, which are reported as restricted cash in our
consolidated balance sheets. As of December 31, 2019, we had long-term deposits in interest bearing accounts of
$0.5 million in Iowa. This deposit was repaid to us in 2020. See Note 8, Other Noncurrent Assets.
Certain of our debt agreements are either tied to LIBOR or the Euro Interbank Offered Rate (EURIBOR) and
certain of them have associated interest rate hedges. Due to the relatively low LIBOR and EURIBOR rates in effect
as of December 31, 2020, a 10% change in the LIBOR or EURIBOR rate would not have had a material impact on
our future earnings, fair values or cash flows.
Note 4. Accounts Receivable
Accounts receivable as of December 31 consisted of the following:
Trade accounts receivable
Other accounts receivable
Total accounts receivable
2020
2019
(in thousands)
$ 127,765 $ 180,051
3,961
$ 132,768 $ 184,012
5,003
Note 5. Other Current Assets
Other current assets as of December 31 consisted of the following:
Refundable value-added tax
Deposits
Other current assets
Total current assets
2020
2019
(in thousands)
$
$
18,961 $
2,791
6,169
27,921 $
22,687
6,143
1,013
29,843
F-23
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6. Property, Plant and Equipment, Net
Property, plant and equipment, net as of December 31 consisted of the following:
Machinery and equipment
Buildings
Leasehold improvements
Office equipment and software
Furniture
Vehicles
Construction in progress
Total property, plant and equipment, gross
Accumulated depreciation
Total property, plant and equipment, net
2020
2019
(in thousands)
$ 204,917 $ 159,176
14,495
56,414
32,284
22,429
562
20,677
306,037
(101,030)
$ 209,001 $ 205,007
15,544
61,947
35,194
25,097
635
8,725
352,059
(143,058)
As of December 31, 2020, the projects in construction in progress included the continued investment in of our
manufacturing facility in Chennai, India and in our other existing manufacturing facilities.
Total depreciation for the years ended December 31, 2020, 2019 and 2018 was $48.6 million, $36.7 million
and $25.5 million, respectively.
As of December 31, 2020, the cost and accumulated depreciation of property, plant and equipment that we are
leasing under finance lease arrangements is $28.5 million and $12.5 million, respectively. As of December 31, 2019,
the cost and accumulated depreciation of property, plant and equipment that we are leasing under finance lease
arrangements is $45.0 million and $17.0 million, respectively. See Note 12, Leases for more information related to
finance leases.
Note 7. Intangible Assets and Deferred Costs, Net
Carrying values and estimated useful lives of intangible assets and deferred costs as of December 31, 2020,
consisted of the following:
Pre-production investments (1)
Patents
Acquired development tools
Trademarks
Total intangible assets and deferred costs, net
Estimated
Useful Life
Cost
Accumulated
Amortization
(in thousands)
Net
$
Various
10 years
10 years
Indefinite
$
6,581 $
123
1,075
150
7,929 $
(3,723) $
(6)
(54)
—
(3,783) $
2,858
117
1,021
150
4,146
Carrying values and estimated useful lives of intangible assets and deferred costs as of December 31, 2019,
consisted of the following:
Pre-production investments (1)
Patents
Acquired development tools
Trademarks
Total intangible assets and deferred costs, net
Estimated
Useful Life
Cost
Accumulated
Amortization
(in thousands)
Net
$
Various
10 years
10 years
Indefinite
$
5,639 $
112
980
150
6,881 $
(2,656) $
(6)
(49)
—
(2,711) $
2,983
106
931
150
4,170
(1)
See Note 2, Revenue from Contracts with Customers, for a further discussion of these pre-production
investments.
F-24
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
During the years ended December 31, 2020, 2019 and 2018, we recorded amortization expense for the
intangible assets and deferred costs of $1.1 million, $1.9 million and $0.9 million, respectively.
Note 8. Other Noncurrent Assets
Other noncurrent assets as of December 31 consisted of the following:
Deferred tax assets
Deposits
Land use right (50 year estimated useful life)
Restricted cash
Other
Total other noncurrent assets
2020
2019
(in thousands)
$
$
18,793 $
10,004
1,584
—
2,936
33,317 $
11,209
8,437
1,521
475
2,278
23,920
Note 9. Accrued Warranty
Warranty accrual as of December 31 consisted of the following:
2020
Warranty accrual at beginning of year
Accrual during the year
Cost of warranty services provided during the year
Changes in estimate for pre-existing warranties,
including expirations during the period
Warranty accrual at end of year
$
$
2019
(in thousands)
$
36,765 $
23,710
(6,220)
2018
30,419
16,153
(4,457)
47,639
20,029
(29,890)
13,074
50,852
$
(6,616)
47,639 $
(5,350)
36,765
Note 10. Share-Based Compensation
The share-based compensation expense recognized in the consolidated statements of operations for the years
ended December 31 was as follows:
Cost of goods sold
General and administrative expenses
Total share-based compensation expense
2020
2019
(in thousands)
2018
$
1,979 $
8,373
$ 10,352 $
386 $
5,295
5,681 $
1,281
6,514
7,795
The share-based compensation expense recognized by award type for the years ended December 31 was as
follows:
RSUs
Stock options
PSUs
Total share-based compensation expense
2020
2019
(in thousands)
2018
$
4,613 $
3,589
2,150
$ 10,352 $
3,658 $
1,501
522
5,681 $
4,209
2,463
1,123
7,795
F-25
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Included in total share-based compensation expense for the year ended December 31, 2020 is $1.7 million of
compensation expense associated with the modification of certain employee and non-employee awards during the
period. The modifications primarily provided for the extension of the post termination exercise period of outstanding
stock options, resulting in a one-time charge in the year ended December 31, 2020.
The summary of activity for our incentive plans is as follows:
Stock Options
RSUs
PSUs
Shares
Available
for Grant
Shares
Weighted-
Average
Exercise
Price
Options
Exercisable Units
Weighted-
Average
Grant
Date Fair
Value
Units
Weighted-
Average
Grant
Date Fair
Value
4,731,117 3,203,290
13.34 890,433 613,380
15.02
—
—
1,360,826
(451,212)
—
9,652
— (354,153)
339,874 (258,095)
—
22.67
12.10
14.72
—
149,012
(298,036)
(38,480)
—
—
23.37 292,548
13.03
—
21.51 (43,299)
—
22.67
—
22.67
5,980,605 2,600,694
13.41 1,415,948 425,876
18.75 249,249
22.67
1,387,123
—
(875,557) 397,170
— (345,475)
(58,161)
129,341
—
20.94
15.14
15.23
—
196,418
(236,187)
(31,680)
—
—
26.99 281,969
—
15.42
24.91 (39,500)
—
29.25
—
25.60
6,621,512 2,594,228
14.29 1,697,272 354,427
24.99 491,718
26.20
1,407,228
—
(1,044,491) 261,181
— (1,195,405)
221,289 (160,418)
—
28.49
13.25
20.40
—
461,732
(117,683)
(30,022)
—
—
22.43 321,578
22.81 (131,924)
25.06 (30,849)
—
22.40
12.53
26.89
7,205,538 1,499,586
16.94 959,233 668,454
23.60 650,523
27.07
Balance as of December
31, 2017
Increase in shares
authorized
Granted
Exercised/vested
Forfeited/cancelled
Balance as of December
31, 2018
Increase in shares
authorized
Granted
Exercised/vested
Forfeited/cancelled
Balance as of December
31, 2019
Increase in shares
authorized
Granted
Exercised/vested
Forfeited/cancelled
Balance as of December
31, 2020
F-26
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The fair value of RSUs, based on the share price on the date of vesting, which vested during the years ended
December 31, 2020, 2019 and 2018 was $10.4 million, $6.2 million and $8.4 million, respectively. In addition,
during 2020, 2019 and 2018, we repurchased 61,920 shares, 79,040 shares and 100,891 shares for $2.2 million, $2.1
million and $2.9 million, respectively, related to tax withholding requirements on vested RSU awards.
The following table summarizes the outstanding and exercisable stock option awards as of December 31,
2020:
Range of Exercise Prices:
$10.87
$11.00 to $17.06
$18.70
$18.77 to $29.56
$10.87 to $29.56
Options Outstanding
Weighted-
Average
Remaining
Contractual Life
(in years)
4.4
5.2
5.5
8.9
6.4
Shares
720,590
137,822
8,797
632,377
1,499,586
Options Exercisable
Weighted-
Average
Exercise Price Shares
Weighted-
Average
Exercise Price
10.87
16.36
18.70
21.42
12.78
10.87 720,590
16.40 130,740
18.70
8,797
23.95 99,106
16.94 959,233
The following table contains additional information pertaining to stock options for the years ended
December 31:
Total intrinsic value of stock options outstanding
Total intrinsic value of stock options exercisable
Cash received from the exercise of stock options
Fair value of stock options vested
$
2020
2019
(in thousands)
2018
53,741 $
38,367
15,839
4,669
12,219 $
9,718
5,223
8,796
29,045
15,949
4,284
4,566
As of December 31, 2020, the unamortized cost of the outstanding RSUs and PSUs was $7.0 million and $2.9
million, respectively, which we expect to recognize in the consolidated financial statements over weighted-average
periods of approximately 1.9 years and 1.9 years, respectively. Additionally, the total unrecognized cost related to
non-vested stock option awards was $3.3 million, which we expect to recognize in the consolidated financial
statements over a weighted-average period of approximately 1.9 years.
The fair value of the stock options granted during the years ended December 31 were calculated using the
Black-Scholes option pricing model with the following assumptions:
Weighted-average fair value
Expected volatility
Expected life
Risk-free interest rate
Dividend yield
2020
2019
2018
$
13.11
$
48.5%
6.80
$
28.0%
10.36
42.8%
6.1 years
6.3 years
6.3 years
0.4%
0.0%
1.9%
0.0%
2.7%
0.0%
F-27
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 11. Long-Term Debt, Net of Debt Issuance Costs and Current Maturities
Long-term debt, net of debt issuance costs and current maturities, as of December 31 consisted of the
following:
Senior revolving loan—U.S.
Accounts receivable financing—EMEA
Unsecured financing—EMEA
Equipment financing—EMEA
Equipment finance lease—Mexico
Equipment finance lease—EMEA
Equipment finance lease—U.S.
Equipment finance lease—India
Total debt - principal
Less: Debt issuance costs
Total debt, net of debt issuance costs
Less: Current maturities of long-term debt
Long-term debt, net of debt issuance costs
and current maturities
2020
2019
(in thousands)
$ 171,154 $ 112,414
3,805
—
—
30,040
7,903
4,335
11,919
8,038
5,637
4,119
288
132
95
100
142,061
217,918
(672)
(1,051)
141,389
216,867
(13,501)
(32,551)
$ 184,316 $ 127,888
Senior Revolving Loan - U.S.:
In April 2018, we entered into a new credit agreement (the Credit Agreement) with four lenders consisting of
a multi-currency, revolving credit facility in an aggregate principal amount of $150.0 million, including a $25.0
million letter of credit sub-facility. On the closing date, we drew down $75.4 million on the revolving credit facility
in connection with the closing of the transactions contemplated by the Credit Agreement and used the proceeds to
pay all outstanding amounts due and payable under our previous credit agreement, various fees and expenses and
accrued interest. All borrowings and amounts outstanding under the Credit Agreement are scheduled to mature in
April 2023.
In 2018, interest accrued at a variable rate equal to LIBOR plus a margin of 1.5% (4.0% as of December 31,
2018), which may vary based on our total net leverage ratio as defined in the Credit Agreement. Interest is paid
monthly and we are not obligated to make any principal repayments prior to the maturity date provided we are not in
default under the Credit Agreement. We may prepay the borrowings under the Credit Agreement without penalty.
In April 2018, we also entered into an interest rate swap arrangement to fix a notional amount of $75.0 million
of the Credit Agreement at an effective interest rate of 4.2% for a period of five years. See Note 13, Financial
Instruments, for more details on this interest rate swap arrangement.
In May 2019, the Credit Agreement was amended to revise the definition of Consolidated EBITDA as utilized
in certain of the financial covenants of the Credit Agreement. In February 2020, we entered into an Incremental
Facility Agreement with the current lenders to our Credit Agreement and an additional lender, pursuant to which the
aggregate principal amount of our revolving credit facility under the Credit Agreement was increased from $150.0
million to $205.0 million. All other material terms and conditions of the Credit Agreement remained the same. In
connection with this Incremental Facility Agreement, we incurred additional debt issuance costs totaling $0.2
million which will be amortized to interest expense over the remaining term of the Credit Agreement using the
effective interest method.
F-28
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In June 2020, we entered into an amendment to our Credit Agreement which made certain adjustments to one
of the financial covenants, added new covenants related to minimum liquidity and mandatory repayment triggers,
provided for certain modifications to the affirmative and negative covenants and changed the interest rate during the
Adjustment Period (as defined in the Credit Agreement) to a LIBOR floor of 0.75% plus a margin of 3.0% per
annum (3.75% as of December 31, 2020). The interest rate following the end of the Adjustment Period would be
equal to a LIBOR floor of 0.75% plus a margin ranging between 1.75% to 2.50% per annum. All other material
terms and conditions of the Credit Agreement remained the same.
As of December 31, 2020 and 2019, there was $171.2 million and $112.4 million outstanding under the Credit
Agreement, respectively. Additionally, as of December 31, 2020 and 2019, there was $7.9 million and $5.1 million
of letters of credit outstanding under the letter of credit sub-facility of the Credit Agreement, respectively.
Due to the revolving credit facility’s variable interest rate of LIBOR plus a competitive spread, we estimate
that fair-value approximates the face value of these notes.
Accounts Receivable, Secured and Unsecured Financing:
EMEA: In general, all of the credit agreements which the EMEA segment enters into have provisions which
allow them to borrow in either U.S. dollars, Turkish Lira or Euro, regardless of the currency in which the agreement
is denominated. In addition, none of the credit agreements have an expiration date, however each credit agreements’
limits are reviewed annually to establish available capacity, and every time we draw under one of the credit
agreements a term is set for its repayment.
During 2014, we renewed a general credit agreement, as amended, with a Turkish financial institution to
provide up to $23.2 million of financing, which includes $21.0 million of unsecured financing and $2.2 million of
letters of credit. Interest on the unsecured financing accrues at a fixed rate of 3.5% and is payable at the end of the
term when the loan is repaid. Interest on the letters of credit accrues at fixed rates of between 0.45% and 6.95% and
is payable quarterly until the letter of credit is closed. As of December 31, 2020 and 2019, there were no amounts
outstanding under the unsecured financing facility. As of December 31, 2020, there was approximately 12.5 million
Turkish Lira (approximately $1.7 million) and 0.4 million Euro (approximately $0.5 million) of letters of credit
outstanding under the letter of credit facility. As of December 31, 2019, there were approximately 7.6 million
Turkish Lira (approximately $1.0 million) of letters of credit outstanding under the letter of credit facility.
In 2016, we entered into a general credit agreement, as amended, with a Turkish financial institution to
provide up to 31.0 million Euro (approximately $38.1 million as of December 31, 2020) of financing, of which 20.0
million Euro (approximately $24.6 million as of December 31, 2020) includes amounts related to our previous
financing of capital expenditures facility and an unsecured revolving credit facility and 11.0 million Euro
(approximately $13.5 million as of December 31, 2020) relates to unsecured financing, letters of credit and other
non-cash items. Interest on the portion of the 20.0 million Euro facility related to financing of capital expenditures
was determined based upon the term of the loan utilizing the one-month EURIBOR plus 6.75% (6.75% as of
December 31, 2020 and is payable monthly. The maturity date for amounts currently outstanding under the 20.0
million Euro facility is December 2021. Interest on the portion of the 11.0 million Euro facility related to unsecured
financing was determined based upon the term of the loan utilizing the one-month EURIBOR plus 1.5% (1.5% as of
December 31, 2020) and was fully paid on the origination date. Interest on the portion of the 11.0 million Euro
facility related to letters of credit accrues at fixed rates of between 0.5% and 2.0%, and is payable quarterly until the
letter of credit is closed. The maturity date for amounts currently outstanding under the 11.0 million Euro facility is
April 2021. As of December 31, 2020, there was approximately 9.1 million Euro (approximately $11.2 million)
outstanding under the 11.0 million Euro facility, specifically related to unsecured financing, with no corresponding
amount outstanding as of December 31, 2019. In addition, as of December 31, 2020 and 2019, there was
approximately 3.5 million Euro (approximately $4.3 million) and approximately 7.1 million Euro (approximately
$7.9 million), respectively, outstanding under the 20.0 million Euro facility, specifically related to financing of
capital expenditures. Additionally, as of December 31, 2020, there was approximately 1.1 million Turkish Lira
(approximately $0.2 million) and 0.25 million Euro (approximately $0.3 million) of letters of credit outstanding
under the 11.0 million Euro facility. As of December 31, 2019, there was approximately 0.6 million Turkish Lira
(approximately $0.1 million) and 0.25 million Euro (approximately $0.3 million) of letters of credit outstanding
under the 11.0 million Euro facility. In 2020, the former facility related to the collateralized financing based on
F-29
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
invoiced accounts receivables of one of our customers in Turkey was cancelled. The $3.8 million balance
outstanding under this facility as of December 31, 2019 was repaid in 2020.
In the fourth quarter of 2018, we entered into a credit agreement, as amended, with a Turkish financial
institution to provide up to 65.0 million Turkish Lira (approximately $8.9 million as of December 31, 2020) of
financing, of which 50.0 million Turkish Lira (approximately $6.8 million as of December 31, 2020) relates to
unsecured financing and 15.0 million Turkish Lira (approximately $2.1 million as of December 31, 2020) relates to
letters of credit and other non-cash items. Interest on the unsecured financing accrues at a fixed rate of 2.0% and is
payable at the end the end of the term when the loan is repaid. Interest on the letters of credit and other non-cash
items accrues at a fixed rate of 1.5 % and is paid quarterly. As of December 31, 2020 and 2019, there were no
amounts of unsecured financing outstanding under this agreement. As of December 31, 2020 and 2019, there was
0.35 million Euro (approximately $0.4 million) of letters of credit outstanding in both periods under this agreement.
In the fourth quarter of 2019, we entered into a credit agreement with a Turkish financial institution, as
amended, to provide up to 125.0 million Turkish Lira (approximately $17.0 million as of December 31, 2020), of
which up to 100.0 million Turkish Lira (approximately $13.6 million as of December 31, 2020) relates to unsecured
financing and 25.0 million Turkish Lira (approximately $3.4 million as of December 31, 2020) relates to letters of
credit and other non-cash items. Interest on the unsecured financing accrues at a fixed rate of 2.15% and is payable
at the end of the term of the loan when the loan is repaid. Interest on the letters of credit and other non-cash items
accrues at a fixed rate of 0.5% and is paid quarterly. As of December 31, 2020, there was approximately 4.0 million
Euro (approximately $4.9 million) of unsecured financing outstanding under this agreement. In addition, as of
December 31, 2020, there was approximately 1.6 million Turkish Lira (approximately $0.2 million) of letters of
credit outstanding under this facility. As of December 31, 2019, there were no amounts outstanding under this
agreement.
In the first quarter of 2020, we entered into a credit agreement, as amended, with a Turkish financial
institution to provide up to $18.0 million of unsecured financing, letters of credit and other non-cash items. Interest
on the unsecured financing accrues at a fixed rate of 2.4% and is payable quarterly. Interest on the letters of credit
and other non-cash items accrues at a fixed rate of 0.35% and is paid quarterly. The maturity date for amounts
currently outstanding is March 2023. As of December 31, 2020, there was $13.9 million of unsecured financing
outstanding and $0.1 million of letters of credit outstanding under this credit agreement.
In the first quarter of 2020, we entered into a credit agreement with a Turkish financial institution to provide
up to 5.0 million Euro (approximately $6.1 million as of December 31, 2020) of unsecured financing. Interest
accrues at a fixed rate of 7.0% and is payable at the end of the term when the loan is repaid. As of December 31,
2020, there were no amounts outstanding under this credit agreement.
Due to the short-term nature of the unsecured financings in the EMEA segment, we estimate that fair-value
approximates the face value of the notes.
Asia: In August 2019, we entered into a credit agreement, as amended, with a Chinese financial institution to
provide an unsecured credit line of up to 90.0 million Renminbi (approximately $13.8 million as of December 31,
2020) related to two of our China facilities which can be used for the purpose of working capital, issuing customs
letters of guarantee and covering the related deposits on such letters of guarantee, and certain other transactions
approved by the lender. Interest on the credit line accrues at the Chinese central bank interest rate plus an applicable
margin (4.4% as of December 31, 2020) and can be paid monthly, quarterly or at the time of the debt’s maturity
(August 2021). As of December 31, 2020, there were no amounts outstanding under this credit agreement. As of
December 31, 2019, there were 25.7 million Renminbi (approximately $3.7 million) of letters of guarantee and
related deposits used for customs clearance outstanding under this credit agreement.
In March 2018, we entered into a credit agreement, as amended, with a Chinese financial institution to provide
an unsecured credit line of up to 100.0 million Renminbi (approximately $15.3 million as of December 31, 2020)
which can be used for the purpose of issuing customs letters of guarantee and working capital. Interest on the credit
line accrues at the Chinese central bank interest rate plus an applicable margin (4.4% as of December 31, 2020) and
can be paid monthly, quarterly or at the time of the debt’s maturity (in March 2023). As of December 31, 2020,
there were 40.5 million Renminbi (approximately $6.2 million) of letters of guarantee used for customs clearance
outstanding under this credit agreement. As of December 31, 2019, there were 71.9 million Renminbi
(approximately $10.3 million) of letters of guarantee used for customs clearance outstanding under this credit
agreement.
F-30
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Equipment Leases and Other Arrangements:
Mexico: In March 2018, we entered into a sale-lease agreement with a leasing company for the initial lease of
up to $15.0 million of machinery and equipment at our Matamoros, Mexico facility. The lease includes an implied
effective interest rate of 6.7% annually and requires monthly payments during each 48 month term. The amount
outstanding under this agreement as of December 31, 2020 and 2019 was $7.1 million and $10.9 million,
respectively.
EMEA: In 2013, we entered into a finance lease agreement with a financial institution in Turkey for the initial
lease of up to $4.9 million of machinery, equipment and building improvements at our first Turkey facility. The term
of the lease was for four years at an effective interest rate of 6.0%. The loan was to be repaid in monthly
installments through 2017. The financing agreement was subsequently amended in 2017 to include our second
Turkey facility and increase the amount of machinery, equipment and building improvements available for lease to
$10.0 million. As a result of the amendment, and subsequent amendments, the loan is to be repaid in monthly
installments through 2023 at an effective interest rate of 8.0%. All other financing agreement terms remained the
same. The balance outstanding as of December 31, 2020 and 2019 was $3.5 million and $5.6 million, respectively.
The average interest rate on our short-term borrowings as of December 31, 2020 and 2019 was approximately
3.3% and 5.7%, respectively.
The future aggregate annual principal maturities of debt as of December 31, 2020 are as follows:
Year Ending December 31,
2021
2022
2023
2024
2025
Total debt - principal
(in thousands)
$
$
32,551
13,271
171,879
213
4
217,918
Note 12. Leases
We have operating and finance leases for our manufacturing facilities, warehouses, offices, automobiles and
certain of our machinery and equipment. Our leases have remaining lease terms of between one and 15 years, some
of which may include options to extend the leases up to five years.
The components of lease cost for the years ended December 31 were as follows:
Total operating lease cost
Finance lease cost
Amortization of assets under finance leases
Interest on finance leases
Total finance lease cost
2020
2019
(in thousands)
$
36,958 $
30,957
$
$
5,973 $
985
6,958 $
6,351
1,414
7,765
F-31
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Total lease liabilities as of December 31 were as follows:
Current operating lease liabilities
Current maturities of long-term debt
Noncurrent operating lease liabilities
Long-term debt, net of debt issuance costs and current
maturities
Total lease liabilities
2020
2019
Operating
Leases
Finance
Leases
Operating
Leases
Finance
Leases
$
26,099 $
—
155,925
(in thousands)
$
—
6,018
—
16,629 $
—
113,883
—
5,744
—
—
182,024 $
$
6,371
12,389
$
—
130,512 $
12,194
17,938
The future minimum lease payments under noncancelable leases as of December 31, 2020 were as follows:
Year Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total future minimum lease payments
Less: interest
Total lease liabilities
Operating
Leases
Finance
Leases
(in thousands)
$
$
34,798 $
32,245
30,399
27,060
26,944
98,764
250,210
(68,186)
182,024 $
6,319
5,859
891
225
7
—
13,301
(912)
12,389
See Note 6, Property, Plant and Equipment, Net for a discussion of the cost and accumulated depreciation of
assets financed through finance leases.
Supplemental cash flow information related to leases for the years ended December 31 was as follows:
Supplemental Cash Flow Information:
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
Right of use assets obtained in exchange for new lease
obligations:
Operating leases
Finance leases
2020
2019
(in thousands)
$
31,478 $
985
6,116
29,845
1,414
9,128
61,455
163
15,855
5,811
F-32
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Other information related to leases as of December 31 was as follows:
Weighted-Average Remaining Lease Term (In Years):
Operating leases
Finance leases
Weighted-Average Discount Rate:
Operating leases
Finance leases
2020
2019
7.7
2.2
7.9%
6.4%
7.6
3.2
7.5%
6.4%
As of December 31, 2020, there were no additional leases related to our manufacturing facilities, warehouses,
offices, automobiles or our machinery and equipment which have not yet commenced.
Note 13. Financial Instruments
Interest Rate Swap
We use interest rate swap contracts to mitigate our exposure to interest rate fluctuations associated with our
Credit Agreement which we entered into in April 2018. We do not use such swap contracts for speculative or trading
purposes.
To offset the variability of future interest payments on the Credit Agreement arising from changes in LIBOR,
in April 2018, we entered into an interest rate swap agreement with a financial institution for a notional amount of
$75.0 million with an expiration date of April 2023. This interest rate swap effectively hedges $75.0 million of the
future variable rate LIBOR interest expense to a fixed rate interest expense. The derivative instrument qualified for
accounting as a cash flow hedge in accordance with FASB ASC Topic 815, Derivatives and Hedging, and we
designated it as such.
Foreign Exchange Forward Contracts
We use foreign exchange forward contracts to mitigate our exposure to fluctuations in exchange rates between
the functional currencies of our subsidiaries and the other currencies in which they transact. We do not use such
forward contracts for speculative or trading purposes.
Mexican Peso
In September 2019, we entered into the first of these foreign exchange forward contracts. We expect certain of
our subsidiaries to have future cash flows that will be denominated in currencies other than the subsidiaries’
functional currencies. Changes in the exchange rates between the functional currencies of our subsidiaries and the
other currencies in which they transact will cause fluctuations in the cash flows we expect to receive or pay when
these cash flows are realized or settled. Accordingly, we enter into foreign exchange forward contracts to hedge a
portion of these forecasted cash flows. As of December 31, 2020, these foreign exchange forward contracts hedged
our forecasted cash flows for a three-month period. These foreign exchange forward contracts qualified for
accounting as cash flow hedges in accordance with ASC Topic 815, and we designated them as such.
In October 2020, we purchased a series of call option contracts to further mitigate cash flow variability
associated with the forecasted expenses against changes in exchange rates. A premium of $0.7 million was paid in a
single transaction at hedge initiation and recorded within other current assets on our consolidated balance sheet. The
premium is amortized against our earnings on a straight-line basis over the period of nine months, the period in
which we had executed call option contracts, through cost of sales within our consolidated statements of operations.
These foreign exchange call option contracts qualified for accounting as cash flow hedges in accordance with ASC
Topic 815, and we designated them as such.
F-33
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Chinese Renminbi
In October 2020, we entered into our first monthly forward contract to hedge our exposure to exchange rate
fluctuations on certain balance sheet amounts recorded on our Chinese entities that are not the entities’ functional
currency. In executing this hedge strategy, as a result of our organizational structure, we also entered into certain
foreign currency forward contracts to hedge the exposure to a portion of our net investments in certain non-U.S.
subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the
U.S. dollar. For the derivative instruments that are designated and qualify as net investment hedges, gains and losses
are reported in other comprehensive income (loss) where they offset gains and losses recorded on our net
investments in our non-U.S. subsidiaries. These contracts are entered into and settled monthly. These hedges are
determined to be effective. Hedge accounting was not elected on the balance sheet hedge and as a result, all gains
and losses on these contracts are recorded through foreign currency loss, net on our consolidated statement of
operations. For the year ended December 31, 2020, $1.8 million in gains on the balance sheet hedge were realized.
Intercompany Debt
In August 2018, we provided a Turkish Lira denominated intercompany loan to an EMEA subsidiary of $15.0
million converted at the spot rate on the transaction date to 96.6 million Turkish Lira to fund their working capital
requirements. We entered into a forward contract, with the same expiration as that of the intercompany loan’s
maturity in October 2018, for a notional amount of 101.5 million Turkish Lira to reduce our exposure to currency
fluctuations from the settlement of this Turkish Lira denominated intercompany loan. The derivative instrument
qualifies for accounting as a cash flow hedge in accordance with ASC Topic 815, and we designated it as such. The
forward contract was settled in October 2018.
All of our derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value
hierarchy. For a detailed discussion of the fair value hierarchy, refer to the discussion in Note 1, Summary of
Operations and Summary of Significant Accounting Policies – Fair Value of Financial Instruments.
As of December 31, 2020, the notional values associated with our foreign exchange forward contracts
qualifying as cash flow hedges were approximately 0.3 billion Mexican Peso (approximately $14.0 million). As of
December 31, 2019, the notional values associated with our foreign exchange forward contracts qualifying as cash
flow hedges were approximately 1.1 billion Mexican Peso (approximately $54.8 million). As of December 31, 2020,
the notional values associated with our foreign exchange call option contracts qualifying as cash flow hedges were
approximately 0.4 billion Mexican Peso (approximately $17.3 million).
The fair values and location of financial instruments in our consolidated balance sheets as of December 31,
were as follows:
Financial Instrument
Consolidated Balance
Sheet Line Item
Foreign exchange forward contracts
Foreign exchange forward contracts
Interest rate swap
Other current assets
Accounts payable and accrued
expenses
Other noncurrent liabilities
2020
2019
(in thousands)
5,832 $
820
$
2,096
4,414
124
2,723
For cash flow hedges, the gain or loss is reported as a component of accumulated other comprehensive loss in
our consolidated statements of changes in stockholders’ equity and reclassified into earnings in our consolidated
statements of operations in the same period or periods during which the hedged transaction affects earnings. The net
income (loss) recognized in accumulated other comprehensive loss in our consolidated statements of changes in
stockholders’ equity for our foreign exchange forward contracts is expected to be recognized in cost of sales in our
consolidated statements of operations during the next six months. The gain or loss on our interest rate swap is
recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in our
consolidated statements of operations in the period in which the hedged transaction affects earnings. As of
F-34
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, no interest rate swaps originally designated for hedge accounting were de-designated or
terminated. No ineffectiveness on our interest rate swaps was recognized as of December 31, 2020, and none is
anticipated over the term of the agreement.
The following table presents the pretax amounts reclassified from accumulated other comprehensive loss into
our consolidated statements of operations:
Comprehensive Income
Consolidated Statement of
(Loss) Component
Operations Line Item
2020
2019
2018
Foreign exchange forward
contracts
Cost of sales
$
996
$
—
$
—
(in thousands)
Note 14. Commitments and Contingencies
(a) Operating Leases
We lease various facilities and equipment under noncancelable operating leases with terms ranging from
12 months to 120 months. Scheduled rent increases are recorded on a straight-line basis over the entire term of the
lease.
Rental expense charged under all operating leases (including leases with terms of less than one year) was
$37.0 million, $31.0 million and $25.5 million for the years ended December 31, 2020, 2019 and 2018, respectively.
See Note 12, Leases for a listing of the future minimum lease payments under noncancelable operating leases with
terms of one year or more as of December 31, 2020.
(b) Legal Proceedings
From time to time, we may be involved in disputes or litigation relating to claims arising out of its operations.
In January 2021, we received a complaint that was filed by the administrator for the Senvion Gmbh (Senvion)
insolvency estate in German insolvency court. The complaint asserts voidance against us in the aggregate amount of
$13.3 million. The alleged voidance claims relate to payments that Senvion made to us for wind blades that we
produced prior to Senvion filing for insolvency protection. We plan to file a response to these alleged voidance
claims in the coming months and we believe we have meritorious defenses to the alleged voidance claims. Due to
the early stage of this claim, we have determined that the ultimate outcome cannot be estimated at this time.
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 are 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.
(c) Insurance/Self-Insurance
We use a combination of insurance and self-insurance for a number of risks, including claims related to our
employee health care, workers’ compensation and general liability. Liabilities associated with these risks are
estimated based on, among other things, historical claims experience, severity factors, and other actuarial
assumptions. Our loss exposure related to self-insurance is limited by stop loss coverage on a per occurrence and
aggregate basis. We regularly analyze our reserves for incurred but not reported claims, and for reported but not paid
claims related to our self-funded insurance programs. While we believe our reserves are adequate, significant
judgment is involved in assessing these reserves such as assessing historical paid claims, average lags between the
claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be
differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in
expense once a probable amount is known.
F-35
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(d) Dividend Restrictions
Certain of our subsidiaries are limited in their ability to declare dividends without first meeting statutory
restrictions of China, including retained earnings as determined under Chinese-statutory accounting requirements.
Until 50% ($26.6 million) of registered capital is contributed to a surplus reserve, our China operations can only pay
dividends equal to 90% of after-tax profits (10% must be contributed to the surplus reserve). Once the surplus
reserve fund requirement is met, our China operations can pay dividends equal to 100% of after-tax profit assuming
other conditions are met. As of December 31, 2020, the amount of the surplus reserve fund was $7.0 million.
(e) Collective Bargaining Agreements
In 2016, we entered into a three-year collective bargaining agreement with certain of our employees at our
first Turkey facility. The agreement resulted in an average increase in pay of approximately 20% for employees
covered by the agreement. In addition, beginning in July 2017, this collective bargaining arrangement also covered
similarly situated employees at our second Turkey facility. In 2019, the collective bargaining agreement with the
Turkey facilities was renewed through 2020 and we are in the process of negotiating an amendment for calendar
year 2021. In March 2018, we entered into a collective bargaining agreement with a labor union for certain of our
employees at the Matamoros, Mexico facility. We recently amended our Matamoros collective bargaining
agreement to adjust the salaries and bonuses payable to our associates for calendar year 2021 that are covered by this
agreement. Currently, there are no other employees covered by collective bargaining agreements. We believe that
our relations with employees are generally good.
(f) Escheat Audit
In November 2020, we were notified by the state of Delaware that they intend to examine our books and
records to determine compliance with Delaware escheat laws. Since that date, additional states have joined with
Delaware in the audit process and additional states may join in the audit process. The audit is conducted by an
outside firm on behalf of the states and covers the period from 2005 to 2019. We believe that the audits may take
several years to complete. Due to the preliminary stage of this audit, we have determined that the ultimate outcome
cannot be reasonably estimated at this time. Any claims or liabilities resulting from these audits could have a
material impact on our financial condition, results of operations and cash flows.
Note 15. Income Taxes
Geographic sources of income (loss) before income taxes are as follows for the years ended December 31:
United States
China
Turkey
Mexico
India
Other
Total income (loss) before income taxes
Tax Reform
2020
2019
(in thousands)
2018
4,913 $ (41,255) $ (33,034)
(4)
16,232
(3,777)
31,955
47,579
(26,566)
3,329
8,434
8,509
—
(3,970)
(13,810)
—
396
2,979
2,246
7,407 $
(7,743) $
$
$
As of December 31, 2018, we completed the accounting for the enactment-date income tax effects of the Tax
Cuts and Jobs Act (Tax Reform), which resulted in an immaterial impact to our financial statements. Upon further
analyses of certain aspects of Tax Reform, and refinement of calculations during 2018, we increased our provisional
amount of previously untaxed foreign earnings by $13.8 million, to $88.1 million. This resulted in no change to our
U.S. federal income tax expense due to the impact of foreign tax credits.
F-36
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Tax Reform enacted a new minimum tax on U.S. companies’ foreign operations called global intangible low
tax income (GILTI). Beginning in 2018, the GILTI provisions require us to include in our U.S. income tax return
foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. We have
made a policy election to account for any ongoing impacts of GILTI tax in the period in which it is incurred.
The Internal Revenue Service published final regulations in July 2020 to address the application of the high-
tax exclusion from GILTI under the Tax Reform allowing us to make an annual election to exclude GILTI of our
foreign subsidiaries with an effective tax rate greater than 90% of the U.S. corporate rate. We recognized $10.6
million of tax benefits related to current and prior years as a result of this change in legislation.
We do not provide deferred taxes related to U.S. GAAP basis in excess of outside tax basis in the investment
in our foreign subsidiaries to the extent such amounts relate to indefinitely reinvested earnings and profits of such
foreign subsidiaries. As of December 31, 2020, our undistributed earnings of certain of our foreign subsidiaries
amounted to approximately $95.2 million, and we consider those earnings reinvested indefinitely.
The income tax provision includes U.S. federal, state, and local taxes, Turkey, China, Mexico and India taxes
currently payable and those deferred because of temporary differences between the financial statement and the tax
bases of assets and liabilities.
The components of the income tax provision (benefit) for the years ended December 31 are as follows:
Current:
U.S. federal
U.S. state and local taxes
Foreign
Total current
Deferred:
U.S. federal
U.S. state and local taxes
Foreign
Total deferred
Total income tax provision (benefit)
2020
2019
(in thousands)
2018
$
$
— $
32
19,234
19,266
— $
(7)
18,171
18,164
—
4
11,875
11,879
(1,909)
(1,385)
(4,688)
(7,982)
11,284 $
6,277
(950)
(376)
4,951
23,115 $
(7,596)
(36)
(7,280)
(14,912)
(3,033)
F-37
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The following is a reconciliation from the U.S. statutory income tax rate to our effective income tax rate for
the years ended December 31:
United States statutory income tax rate
Foreign rate differential
Foreign permanent differences
Tax rate change
Withholding taxes
Subpart F / GILTI income
Unrecognized tax benefits
Share-based compensation
Valuation allowance
State taxes
Deferred tax adjustments
Research and development
Foreign currency / inflationary adjustments
Other
Effective income tax rate
2020
2019
2018
21.0%
(189.1)
(19.4)
(6.9)
(20.1)
137.6
(91.6)
3.5
0.7
13.7
11.8
11.2
5.6
(23.7)
(145.7)%
21.0%
(40.8)
2.9
(0.3)
24.5
212.3
—
(9.1)
115.5
(10.2)
2.1
(13.4)
(0.5)
8.1
312.1%
21.0%
(14.4)
31.7
—
27.3
539.8
—
(89.0)
(483.1)
(1.7)
4.6
(59.8)
(90.6)
(20.8)
(135.0)%
The following is a summary of the components of deferred tax assets and liabilities as of December 31:
Deferred tax assets:
Net operating loss and credit carry forwards
Deferred revenue
Non-deductible accruals
Equity compensation
Lease liabilities
Non-deductible interest
Tax credits
Other
Gross deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Deferred revenue
Depreciation
Lease assets
Other
Total deferred tax liabilities
Net deferred tax assets
2020
2019
(in thousands)
2018
$
36,754 $
180
12,360
3,298
23,271
3,302
1,931
6,760
87,856
(18,903)
68,953
23,065 $
1,792
16,111
3,274
1,062
—
1,931
4,480
51,715
(18,505)
33,210
17,360
149
10,850
3,607
—
1,452
2,212
4,548
40,178
(8,520)
31,658
(24,294)
(3,446)
(22,453)
33
(50,160)
18,793 $
(17,081)
(4,196)
(32)
(827)
(22,136)
11,074 $
(13,781)
(2,636)
—
(406)
(16,823)
14,835
$
The deferred tax valuation allowance as of December 31 consisted of the following:
Valuation allowance at beginning of year
Benefits obtained (costs accumulated)
Valuation allowance at end of year
2020
2019
(in thousands)
2018
$ (18,505) $
(398)
(8,520) $ (18,680)
10,160
(9,985)
(8,520)
$ (18,903) $ (18,505) $
F-38
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The valuation allowance as of December 31, 2020 primarily relates to certain state and foreign net operating
losses (NOLs) that we believe do not meet the more-likely-than-not criteria for recording the related benefits. During
2018, we released the valuation allowance recorded against deferred tax assets reported in the United States. The
release of this valuation allowance resulted in the recognition of a non-cash tax benefit of $10.8 million for the year.
Additionally, during 2018, there was an increase in the valuation allowance of $0.6 million primarily related to state
NOLs. During 2019, we increased the valuation allowance recorded against deferred tax assets in Taicang, China
and India. The increase of this valuation allowance resulted in tax expense of $8.5 million for the year. During 2020,
we recognized $0.6 million tax benefits from the release of valuation allowance against deferred tax assets in India
and changes to realizability of certain attributes in the U.S.
As of December 31, 2020, we have U.S. federal and state NOL carryforwards of $103.0 million and $253.2
million, respectively, with foreign NOL carryforwards of approximately $41.0 million and foreign tax credits of
approximately $1.9 million available to offset future U.S., China and India taxable income. The U.S. federal and
state NOL carryforwards expire in varying amounts through 2039 and the foreign tax credits expire in 2026. We also
have foreign NOL carryforwards that expire in varying amounts through 2028 and some U.S. federal and foreign
NOL carryforwards with indefinite lives. The utilization of our NOLs is also subject to an annual limitation under
Section 382 of the Internal Revenue Code due to changes in ownership. Based on our analysis, we do not believe
such limitation will impact our realization of the NOL carryforwards as we anticipate utilizing them prior to
expiration.
We recognize the impact of a tax position in the financial statements if that position is more-likely-than-not to
be sustained on audit, based on the technical merits of the position. We disclose all unrecognized tax benefits, which
include the reserves recorded for uncertain tax positions on filed tax returns and the unrecognized portion of
affirmative claims. Included in the balance of unrecognized tax benefits as of December 31, 2020 are $7.0 million,
of tax benefits that, if recognized, would reduce our annual effective rate. We do not anticipate any decreases to
unrecognized tax benefits in the coming year. Our policy is to recognize any interest and penalties that we may incur
related to our tax positions as a component of our income tax provision or benefit. We did not accrue any penalties
or interest during 2020 related to the unrecognized tax benefit noted above. We did not record any uncertain tax
positions in 2019 or 2018.
The following is a reconciliation of the beginning and ending amount of total unrecognized tax benefits for the
years ended December 31:
2020
2019
(in thousands)
2018
Unrecognized tax benefits at beginning of year
Increases related to prior year tax positions
Decreases related to prior year tax positions
Increases related to current year tax positions
Increases (decreases) due to currency translation
Decreases relating to settlements with authorities
Decreases from laps in statute of limitations
Unrecognized tax benefits at end of year
$
$
— $
5,220
—
2,268
—
(496)
—
6,992 $
— $
—
—
—
—
—
—
— $
—
—
—
—
—
—
—
—
We operate in and file income tax returns in various jurisdictions in China, Mexico, Turkey, India, U.S.,
Denmark, Germany, Spain and Switzerland, which are subject to examination by tax authorities. In the U.S., the
federal tax returns for 2017 through 2019 remain open to examination. For U.S. state and local taxes as well as
in non-U.S. jurisdictions, the statute of limitations generally varies between three and ten years. However, to the
extent allowable by law, the tax authorities may have a right to examine and make adjustment to prior periods when
amended returns have been filed, or when NOLs or tax credits were generated and carried forward for subsequent
utilization.
F-39
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 16. Net Income (Loss) Per Common Share
Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-
average number of common shares outstanding during a period. Diluted net income per common share is computed
by giving effect to all potentially dilutive securities, unless there is a net loss for the period and/or performance-
based awards which are not included until performance conditions are met. In computing diluted net income per
common share, we use the treasury stock method.
The table below reflects the calculation of the weighted-average number of common shares outstanding, using
the treasury stock method, used in computing basic and diluted net income (loss) per common share for the years
ended December 31:
Basic weighted-average shares outstanding
Effect of dilutive awards
Diluted weighted-average shares outstanding
2018
2020
2019
(in thousands)
35,532 35,062 34,311
1,691
35,532 35,062 36,002
—
—
Since there were net losses for the years ended December 31, 2020 and 2019, approximately 1,674,000 and
1,176,000 potentially dilutive shares, respectively, were excluded from the calculation. In addition, the table below
summarizes the approximate number of share-based compensation awards which were excluded from the
computation of net income (loss) per common share because their effect would be anti-dilutive:
Anti-dilutive shares
2020
2019
(in thousands)
2018
17
28
30
In addition, since 2018, certain performance-based restricted stock units have been excluded from the
computation of diluted shares outstanding for the 2020, 2019 and 2018 periods presented as the performance
conditions had not yet been met.
F-40
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 17. Stockholders’ Equity
Accumulated Other Comprehensive Loss
The following table presents the changes in accumulated other comprehensive loss (AOCL) by component for
the years ended December 31, 2020, 2019 and 2018:
Foreign
currency
translation Interest rate
adjustments
swap
Foreign
exchange
forward
contracts
(in thousands)
Total
AOCL
Balance at December 31, 2017
$
(558) $
—
$
—
$
(558)
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from AOCL
Net tax effect
Net current period other comprehensive income (loss)
Balance at December 31, 2018
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from AOCL
Net tax effect
Net current period other comprehensive income (loss)
Balance at December 31, 2019
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from AOCL
Net tax effect
Net current period other comprehensive income (loss)
Balance at December 31, 2020
$
(14,428)
—
—
(14,428)
(14,986)
(7,026)
—
—
(7,026)
(22,012)
(8,099)
—
—
(8,099)
(30,111) $
752
—
(158)
594
594
(3,469)
—
730
(2,739)
(2,145)
(1,698)
—
400
(1,298)
(3,443) $
—
—
—
—
—
518
172
(145)
545
545
(777)
996
(200)
19
564
$
(13,676)
—
(158)
(13,834)
(14,392)
(9,977)
172
585
(9,220)
(23,612)
(10,574)
996
200
(9,378)
(32,990)
Note 18. Concentration of Customers
Revenues from certain customers (in thousands) in excess of 10 percent of total consolidated Company
revenues for the years ended December 31 are as follows:
Customer
Customer 1 - Vestas
Customer 2 - GE
Customer 3 - Nordex
Customer 4 - Siemens Gamesa
2020
Revenues % of Total
$830,302
391,533
255,912
78,137
49.7% $662,302
23.4% 369,067
15.3% 230,563
4.7% 73,426
2019
Revenues % of Total
2018
Revenues % of Total
46.1% $329,472
25.7% 325,962
16.1% 195,156
5.1% 115,779
32.0%
31.7%
19.0%
11.2%
Trade accounts receivable from certain customers in excess of 10 percent of total consolidated Company trade
accounts receivable as of December 31 are as follows:
Customer
Customer 1 - Vestas
Customer 3 - Nordex
2020
% of Total
2019
% of Total
35.0%
40.8%
41.9%
31.3%
F-41
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 19. Segment Reporting
FASB ASC Topic 280, Segment Reporting, establishes standards for the manner in which companies report
financial information about operating segments, products, services, geographic areas and major customers. In managing
our business, management focuses on growing our revenues and earnings in select geographic areas serving primarily
the wind energy market. We have operations in the United States, China, Mexico, Turkey and India.
During the fourth quarter of 2020, the Company modified its system of reporting, resulting from changes to its
internal management and organizational structure, which changed its reportable segments from (1) the United States
(U.S.), (2) Asia, (3) Mexico and (4) Europe, the Middle East, Africa and India (EMEAI) to (1) the United States, (2)
Asia, (3) Mexico, (4) Europe, the Middle East and Africa (EMEA) and (5) India. As of December 31, 2020, these
reportable segments are reflective of how the Company’s chief operating decision maker reviews operating results
for the purposes of allocating resources and assessing performance. Disclosures for the years ended December 31,
2019 and 2018 have been adjusted to reflect the change in reportable segments.
As further described below, our operating segments are defined geographically as the U.S., Asia, Mexico, EMEA
and India. All of our segments operate in their local currency except for the Mexico and Asia segments, which both
include a U.S. parent company, and India, which operate in the U.S. dollar.
We divide our business operations into five geographic operating segments as follows:
Our U.S. segment includes (1) the manufacturing of wind blades at our Newton, Iowa facility, (2) the
manufacturing of precision molding and assembly systems used for our transportation business at our Warren,
Rhode Island facility, (3) the manufacturing of composite solutions for the transportation industry, which we also
conduct at our Warren, Rhode Island facility, (4) wind blade inspection and repair services, (5) our advanced
engineering center in Kolding, Denmark, which provides technical and engineering resources to our manufacturing
facilities, (6) our engineering center in Berlin, Germany and (7) our corporate headquarters, the costs of which are
included in general and administrative expenses.
Our Asia segment includes (1) the manufacturing of wind blades at our facilities in Dafeng, China and
Yangzhou, China, (2) the manufacturing of precision molding and assembly systems at our Taicang Port, China
facility and (3) wind blade inspection and repair services.
Our Mexico segment includes (1) the manufacturing of wind blades at our three facilities in Juárez, Mexico
and a facility in Matamoros, Mexico, (2) the manufacturing of precision molding and assembly systems and
composite solutions for the transportation industry at our fourth Juárez, Mexico facility and (3) wind blade
inspection and repair services.
Our EMEA segment manufactures wind blades from our two facilities in Izmir, Turkey and also performs
wind blade inspection and repair services.
Our India segment manufactures wind blades from our new manufacturing facility in Chennai, India, which
commenced operations in the first quarter of 2020.
F-42
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The following tables set forth certain information regarding each of our segments as of or for the years ended
December 31:
2020
2019
(in thousands)
2018
Net sales by segment:
U.S.
Asia
Mexico
EMEA
India
Total net sales
Net sales by geographic location(1):
United States
China
Mexico
Turkey
India
Total net sales
Depreciation and amortization:
U.S.
Asia
Mexico
EMEA
India
Total depreciation and amortization
Income (loss) from operations:
U.S.
Asia
Mexico
EMEA
India
Total income from operations
Capital expenditures:
U.S.
Asia
Mexico
EMEA
India
Total capital expenditures
Tangible long-lived assets:
U.S.
Asia (China)
Mexico
EMEA (Turkey)
India
Total tangible long-lived assets
Total assets:
U.S.
Asia (China)
Mexico
$ 181,941 $ 169,317 $ 163,716
306,255
268,756
290,897
—
$1,670,137 $1,436,500 $1,029,624
527,083
495,839
373,545
91,729
393,809
435,606
437,081
687
$ 181,941 $ 169,317 $ 163,716
306,255
268,756
290,897
—
$1,670,137 $1,436,500 $1,029,624
527,083
495,839
373,545
91,729
393,809
435,606
437,081
687
$
$
7,193 $
15,692
18,587
6,217
1,978
49,667 $
9,223 $
10,699
12,577
6,081
—
38,580 $
6,795
6,765
7,891
4,978
—
26,429
$ (40,991) $ (78,278) $ (67,357)
28,147
12,154
51,774
—
24,718
62,869
(9,611)
23,331
(16,832)
18,766 $
24,132
3,533
70,449
(3,948)
15,888 $
$
$
$
6,949 $
13,135
15,624
10,887
19,071
65,666 $
8,321 $
22,471
25,842
11,023
6,751
74,408 $
21,305
11,218
18,928
1,237
—
52,688
$
31,811 $
46,075
78,813
28,312
23,990
36,410
50,603
81,654
29,589
6,751
$ 209,001 $ 205,007
$ 118,456 $ 107,918
210,438
275,646
250,582
251,764
F-43
TPI COMPOSITES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
EMEA (Turkey)
India
Total assets
201,691
133,764
218,244
14,431
$ 956,257 $ 826,677
(1) Net sales are attributable to countries based on the location where the product is manufactured or the services
are performed.
Note 20. Selected Quarterly Financial Data (Unaudited)
The following tables set forth certain unaudited financial information for each quarter of 2020 and 2019. The
unaudited quarterly information includes all normal recurring adjustments that, in the opinion of management, are
necessary for the fair presentation of the information for the periods presented. The operating results for any quarter
are not necessarily indicative of the results for any future period. The unaudited quarterly results are as follows:
Net sales
Gross profit (loss)
Net income (loss)
Net income (loss) per common share:
Basic(1)
Diluted(1)
Net sales
Gross profit (loss)
Net income (loss)
Net income (loss) per common share:
Basic(1)
Diluted(1)
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2020
(in thousands, except per share data)
356,636 $
(3,873)
(492)
$
373,817
(4,747)
(66,101)
$
474,113
40,473
42,382
(0.01) $
(0.01) $
(1.87)
(1.87)
$
$
1.19
1.13
$
$
465,571
32,246
5,184
0.14
0.14
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2019
(in thousands, except per share data)
299,780 $
(1,436)
(12,104)
$
330,771
22,551
1,828
$
383,836
25,931
(4,571)
(0.35) $
(0.35) $
0.05
0.05
$
$
(0.13) $
(0.13) $
422,113
30,802
(861)
(0.02)
(0.02)
$
$
$
$
$
$
(1)
The sum of the quarterly net income (loss) per common share amounts may not equal the annual net income
(loss) per common share amount due to rounding.
F-44
Number
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1‡
10.2‡
10.3†
10.4†
10.5†
10.6†
Exhibit Index
Description
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect
(incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File
No. 333-212093) filed on July 11, 2016)
Second Amended and Restated By-laws of the Registrant, as currently in effect (incorporated by
reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-212093)
filed on July 11, 2016)
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-212093) filed on July 11, 2016)
Third Amended and Restated Investor Rights Agreement by and among the Registrant and the
investors named therein, dated June 17, 2010, as amended (incorporated by reference to Exhibit 4.2 to
the Registrant’s Registration Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Form of senior indenture, to be entered into between the Registrant and the trustee designated therein
(incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (File
No. 333-220307) filed on September 1, 2017)
Form of subordinated indenture, to be entered into between the Registrant and the trustee designated
therein (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form
S-3 (File No. 333-220307) filed on September 1, 2017)
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Act of 1934
(incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-37839)
filed on March 2, 2020)
2008 Stock Option and Grant Plan, as amended by Amendment No. 1, dated August 14, 2008 and
Amendment No. 2, dated December 30, 2008, and forms of award agreements thereunder
(incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1
(File No. 333-212093) filed on June 17, 2016)
Amended and Restated 2015 Stock Option and Incentive Plan and forms of award agreements
thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on
Form S-1 (File No. 333-212093) filed on June 17, 2016)
Amendment No. 5 to Financing Agreement dated as of August 19, 2014, entered into as of December
30, 2016, by and among the Registrant, certain of its domestic subsidiaries, HPS Investment Partners,
LLC as Administrative Agent and Collateral Agent, Capital One, N.A., as Revolving Loan
Representative and the lenders from time to time party thereto, as amended (incorporated by reference
to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K/A (File No. 001-37839) filed on
May 5, 2017)
Supply Agreement between General Electric International, Inc. and TPI Mexico III, LLC, entered into
as of October 4, 2016 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on
Form 8-K (File No. 001-37839) filed on December 30, 2020)
Amended and Restated Supply Agreement between General Electric International, Inc. and TPI Iowa,
LLC, entered into as of October 4, 2016 (incorporated by reference to Exhibit 10.3 of the Registrant’s
Current Report on Form 8-K (File No. 001-37839) filed on December 30, 2020)
Supply Agreement between General Electric International, Inc. and TPI Mexico, LLC, entered into as
of October 18, 2013, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-37839) filed on December 30, 2020)
Number
10.7†
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
Description
First Amendment to Supply Agreement between General Electric International, Inc. and TPI Mexico,
LLC, entered into as of October 4, 2016 (incorporated by reference to Exhibit 10.2 of the Registrant’s
Current Report on Form 8-K (File No. 001-37839) filed on December 30, 2020)
Lease between TPI Iowa, LLC and Opus Northwest L.L.C., dated November 13, 2007, as amended
(incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1
(File No. 333-212093) filed on June 17, 2016)
Commencement Date Memorandum between TPI Iowa LLC and Opus Northwest, L.L.C., entered
into as of July 25, 2008 (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI Kompozit Kanat Sanayi ve Ticaret A.S. and Med Union Containers A.S., dated
March 16, 2012 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement
on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI Wind Blade Dafeng Company Limited and Jiangsu Erhuajie Energy Equipment
Co., Ltd, dated November 27, 2013, as amended (incorporated by reference to Exhibit 10.14 to the
Registrant’s Registration Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between the Registrant (f/k/a LCSI Holding, Inc.) and Gainey Center II LLC, dated June 12,
2007, as amended (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI, Inc. (f/k/a TPI Composites, Inc.) and Borden & Remington Fall River LLC, dated
as of December 1, 2008, as superseded by Standard Industrial Lease between TPI, Inc. and Borden &
Remington Fall River LLC, dated June 28, 2010, as amended (incorporated by reference to Exhibit
10.16 to the Registrant’s Registration Statement on Form S-1 (File No. 333-212093) filed on
June 17, 2016)
Lease between Composite Solutions, Inc. and TN Realty, LLC, dated September 30, 2004, as
amended (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on
Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI-Composites S. de R.L. de C.V. and Deutsche Bank México, S.A. Institución de
Banca Múltiple, Division Fiduciaria, as Trustee of Trust F/1638, dated April 15, 2013, as amended
(incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1
(File No. 333-212093) filed on June 17, 2016)
Amendment Agreement, among Macquarie Mexico Real Estate Management S.A. de. C.V., TPI-
Composites, S. de R.L. de C.V. and TPI Composites, Inc., dated November 27, 2018 (incorporated by
reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K (File No. 001-37839)
filed on March 5, 2019)
Lease between TPI-Composites S. de R.L. de C.V. and The Bank of New York Mellon, S.A., as
Trustee in the Trust F/00335, dated September 25, 2013 (incorporated by reference to Exhibit 10.19 to
the Registrant’s Registration Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI Mexico, LLC and Trailer Transfer, Inc., dated October 16, 2013 (incorporated by
reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-
212093) filed on June 17, 2016)
Lease between TPI Mexico, LLC and Lanestone 1, LLC, dated April 14, 2014 (incorporated by
reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (File No. 333-
212093) filed on June 17, 2016)
Plant and Equipment Lease between TPI Composites (Taicang) Co., Ltd. and Suzhou Tianneng Power
Wind Mold Co., Ltd, dated May 1, 2014 (incorporated by reference to Exhibit 10.22 to the
Registrant’s Registration Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Number
Description
10.21*
Form of Employment Agreement between the Registrant and each of its executive officers
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30†
10.31
10.32
10.33
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.24 to the Registrant’s
Registration Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Contract between TPI Composites (Taicang) Co. Ltd. and Mr. Jun Ji, dated August 4, 2015
(incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1
(File No. 333-212093) filed on June 17, 2016)
Lease between TPI Composites, S. de R.L. de C.V. and Vesta Baja California, S. de R.L. de C.V.,
dated November 20, 2015 (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI Turkey IZBAS, LLC and Dere Konstruksiyon Demir Celik Insaat Taahhut
Muhendislik Musavirlik Sanayi ve Ticaret Anonim Sirketi, dated December 9, 2015 (incorporated by
reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 (File No. 333-
212093) filed on June 17, 2016)
Lease between TPI Composites (Taicang) Co., Ltd. and Suzhou Suchen Chemical & Plastics Co.,
Ltd., dated August 5, 2014 (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI Wind Blade Dafeng Co., Ltd. and Jiangsu Jianhao Transmission Machinery Co.,
Ltd., commencing January 1, 2016 (incorporated by reference to Exhibit 10.29 to the Registrant’s
Registration Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Lease between TPI Kompozit Kanat San. ve Tic. A.S. and BORO Insaat Yatirim Sanayi ve Ticaret
A.S., dated October 16, 2015 (incorporated by reference to Exhibit 10.30 to the Registrant’s
Registration Statement on Form S-1 (File No. 333-212093) filed on June 17, 2016)
Sublease between TPI Inc. and Nordex Energy GmbH, dated April 24, 2015 (incorporated by
reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 (File No. 333-
212093) filed on June 17, 2016)
Settlement Agreement and Release between the Registrant and Nordex SE, dated June 3, 2016
(incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K
(File No. 001-37839) filed on December 30, 2020)
Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.34 to the
Registrant’s Registration Statement on Form S-1 (File No. 333-212093) filed on July 11, 2016)
Lease between Phoenix Newton LLC and TPI Iowa II, LLC, dated January 5, 2018 (incorporated by
reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K (File No. 001-37839)
filed on March 8, 2018)
Master Lease Agreement Subject to Condition between TPI Composites II, S. de R.L. de C.V. and
QVC II, S. de. R.L. de C.V. dated May 25, 2017, as amended (incorporated by reference to Exhibit
10.34 to the Registrant’s Annual Report on Form 10-K (File No. 001-37839) filed on March 8, 2018)
10.34*
Second Amended and Restated Non-Employee Director Compensation Policy
10.35
Agreement to Lease between Aarush (Phase III) Logistics Park Private Limited, Aarush (Phase IV)
Logistics Parks Private Limited, Aarush (Phase V) Logistics Parks Private Limited, Aarush Logistics
Parks Private Limited, Aarush (Phase II) Logistics Parks Private Limited and Prospect One
Manufacturing LLP, dated February 4, 2019 (incorporated by reference to Exhibit 10.36 to the
Registrant’s Annual Report on Form 10-K (File No. 001-37839) filed on March 5, 2019)
Number
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
21.1*
23.1*
24.1
31.1*
31.2*
Description
Credit Agreement entered into as of April 6, 2018, by and among the Registrant, JPMorgan Chase
Bank, N.A., as Administrative Agent, and Well Fargo Bank, National Association and Capital One
National Association, as Co-Syndication Agents, and the lenders from time to time party thereto
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File
No. 001-37839) filed on May 3, 2018)
Amendment No. 2 dated as of June 29, 2020, by and among the Registrant, JPMorgan Chase Bank,
N.A., as Administrative Agent, and Well Fargo Bank, National Association and Capital One National
Association, as Co-Syndication Agents, and the lenders from time to time party thereto (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37839)
filed on June 30, 2020)
Incremental Facility Agreement dated as of February 26, 2020, by and among the Registrant,
JPMorgan Chase Bank, N.A., as Administrative Agent, and Well Fargo Bank, National Association
and Capital One National Association, as Co-Syndication Agents, and the lenders from time to time
party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-
K (File No. 001-37839) filed on February 27, 2020)
Form of Employee Restricted Stock Unit Award (Time-Based Vesting) under the Amended and
Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 001-37839) filed on May 3, 2018)
Form of Executive Restrictive Stock Unit Award (Time-Based Vesting) under the Amended and
Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit 10.3 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 001-37839) filed on May 3, 2018)
Form of Employee Restricted Stock Unit Award (Adjusted EBITDA Performance-Based Vesting)
under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to
Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37839) filed on May 3,
2018)
Form of Executive Restricted Stock Unit Award (Adjusted EBITDA Performance-Based Vesting)
under the Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to
Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37839) filed on May 3,
2018)
Form of Employee Restricted Stock Unit Award (Stock Price Performance-Based Vesting) under the
Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit
10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37839) filed on May 3, 2018)
Form of Executive Restricted Stock Unit Award (Stock Price Performance-Based Vesting) under the
Amended and Restated 2015 Stock Option And Incentive Plan (incorporated by reference to Exhibit
10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37839) filed on May 3, 2018)
Amendment No. 1 dated as of May 24, 2019 to the Credit Agreement entered into as of April 6, 2018,
by and among the Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and Well Fargo
Bank, National Association and the lenders party thereto (incorporated by reference to Exhibit 10.1 to
the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37839) filed on August 7, 2019)
List of Subsidiaries
Consent of KPMG LLP, Independent Registered Public Accounting Firm
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Number
Description
32.2**
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file
because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 *
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension
information contained in Exhibits 101.*) (filed herewith)
*
**
†
‡
Filed herewith.
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on
Form 10-K 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.
Confidential treatment has been granted for certain provisions of this Exhibit pursuant to Rule 406
promulgated under the Securities Act of 1933.
Indicates compensatory plan or arrangement
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 25, 2021
TPI COMPOSITES, INC.
By: /s/ Bryan R. Schumaker
Bryan R. Schumaker
Chief Financial Officer
(Principal Financial Officer)
We, the undersigned officers and directors of TPI Composites, Inc., hereby severally constitute and appoint
William E. Siwek and Bryan R. Schumaker and each of them singly (with full power to each of them to act alone),
our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them
for him or her and, place and stead, and in any and all capacities, to sign conformed for us and in our names in the
capacities indicated below any and all signatures and amendments to this report, and to file the same, with all
exhibits thereto, filing date and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed
below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ William E. Siwek
William E. Siwek
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 25, 2021
/s/ Bryan R. Schumaker
Bryan R. Schumaker
Chief Financial Officer
(Principal Financial Officer)
/s/ Adan Gossar
Adan Gossar
/s/ Jayshree S. Desai
Jayshree S. Desai
/s/ Philip J. Deutch
Philip J. Deutch
/s/ Paul G. Giovacchini
Paul G. Giovacchini
/s/ Jack A. Henry
Jack A. Henry
/s/ Bavan M. Holloway
Bavan M. Holloway
/s/ Linda P. Hudson
Linda P. Hudson
/s/ James A. Hughes
James A. Hughes
/s/ Tyrone M. Jordan
Tyrone M. Jordan
/s/ Steven C. Lockard
Steven C. Lockard
/s/ Daniel G. Weiss
Daniel G. Weiss
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
Lead Independent Director
February 25, 2021
Director
Director
Director
Director
Director
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
Director and Chairman of the Board
February 25, 2021
Director
February 25, 2021
®
TPI Composites, Inc.
8501 N Scottsdale Road, Suite 100
Scottsdale, AZ 85253
(480) 305-8910
www.tpicomposites.com