PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to “Business – 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 2018 Annual Meeting of Stockholders, which we intend to file with the SEC within 120 days of the fiscal year ended December 31, 2017.
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 2018 Annual Meeting of Stockholders, which we intend to file with the SEC within 120 days of the fiscal year ended December 31, 2017.
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 2018 Annual Meeting of Stockholders, which we intend to file with the SEC within 120 days of the fiscal year ended December 31, 2017.
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 2018 Annual Meeting of Stockholders, which we intend to file with the SEC within 120 days of the fiscal year ended December 31, 2017.
Item 14. Princip al 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 2018 Annual Meeting of Stockholders, which we intend to file with the SEC within 120 days of the fiscal year ended December 31, 2017.
PART IV
Item 15. Exhibits, Financial Statement Schedules
The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K.
See Exhibit Index.
Item 16. Form 10-K Summary
Not applicable.
76
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Page
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Report of Independent Registered Public Accounting Firm
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F-2
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Consolidated Balance Sheets as of December 31, 2017 and 2016
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F-3
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Consolidated Income Statements for the years ended December 31, 2017, 2016 and 2015
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F-4
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Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
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F-5
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Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2017, 2016 and 2015
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F-6
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Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
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F-7
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Notes to Consolidated Financial Statements
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F-8
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F-1
Report of Independent Registe red Public Accounting Firm
To the Stockholders and Board of Directors
TPI Composites, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of TPI Composites, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits 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. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2008.
Phoenix, Arizona
March 8, 2018
F-2
TPI COMPOSITES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except par value data)
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December 31,
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2017
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2016
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Assets
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Current assets:
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Cash and cash equivalents
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$
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148,113
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$
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119,066
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Restricted cash
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3,849
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2,259
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Accounts receivable (Note 3)
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121,576
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67,842
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Inventories
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67,064
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53,095
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Inventories held for customer orders
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64,858
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52,308
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Prepaid expenses and other current assets
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27,507
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30,657
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Total current assets
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432,967
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325,227
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Property, plant and equipment, net
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123,480
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91,166
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Goodwill
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2,807
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2,807
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Intangible assets, net
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150
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265
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Other noncurrent assets
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14,130
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17,741
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Total assets
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$
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573,534
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$
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437,206
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accounts payable and accrued expenses
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$
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166,743
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$
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112,281
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Accrued warranty
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29,163
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19,912
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Deferred revenue
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81,048
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69,568
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Customer deposits
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10,134
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1,390
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Current maturities of long-term debt
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35,506
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33,403
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Total current liabilities
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322,594
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236,554
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Long-term debt, net of debt issuance costs and current maturities
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85,879
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89,752
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Other noncurrent liabilities
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4,444
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4,393
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Total liabilities
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412,917
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330,699
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Commitments and contingencies (Note 14)
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Stockholders’ equity: (Note 3)
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Common shares, $0.01 par value, 100,000 shares authorized and 34,049
shares issued and 34,021 shares outstanding at December 31, 2017;
100,000 shares authorized and 33,737 shares issued and outstanding at
December 31, 2016
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340
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337
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Paid-in capital
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301,543
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292,833
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Accumulated other comprehensive loss
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(558
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)
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(3,862
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)
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Accumulated deficit
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(140,197
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)
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(182,801
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)
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Treasury stock, at cost, 28 shares at December 31, 2017; no shares at
December 31, 2016
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(511
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)
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—
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Total stockholders’ equity
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160,617
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106,507
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Total liabilities and stockholders’ equity
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$
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573,534
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$
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437,206
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See accompanying notes to consolidated financial statements.
F-3
TPI COMPOSITES, INC. AND SUBSIDIARIES
Consolidated Income Statements
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