United states

These forward-looking statements are only predictions. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to materially differ from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We have described in the “Risk Factors” section and elsewhere in this prospectus 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 prospectus represent our views as of the date of this prospectus. 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 prospectus. 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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USE OF PROCEEDS

The selling stockholders, which include certain of our executive officers, are selling shares of our common stock in this offering, including any shares that may be sold in connection with the exercise of the underwriters’ option to purchase additional shares. See “Principal and Selling Stockholders.” Accordingly, we will not receive any proceeds from the sale of shares of our common stock in this offering. We will bear all costs, fees and expenses in connection with this offering, which are estimated to be $850,000, except that the selling stockholders will pay all underwriting commissions and discounts. See “Description of Capital Stock—Registration Rights” and “Underwriting.”

 

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MARKET PRICE OF COMMON STOCK

Our common stock has been listed on The NASDAQ Global Market under the symbol “TPIC” since July 22, 2016. Prior to that date, there was no public trading market for our common stock. The following table sets forth for the periods indicated the high and low intra-day per share sale prices for our common stock as reported on The NASDAQ Global Market:

 

		High				Low
Year Ended December 31, 2016
Third quarter (from July 22, 2016)		$	22.72			$	11.31
Fourth quarter		$	23.30			$	13.27
Year Ending December 31, 2017
First quarter		$	20.99			$	15.31
Second quarter (through May 5, 2017)		$	20.85			$	17.50

On May 5, 2017, the last reported sale price of our common stock on The NASDAQ Global Market was $17.97 per share. As of March 31, 2017, we had 13 stockholders of record of our common stock. The actual number of stockholders is greater than this number of stockholders of record, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers, trusts and other nominees.

 

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DIVIDEND POLICY

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.

 

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CAPITALIZATION

The following table describes our cash and cash equivalents, as well as our capitalization, as of March 31, 2017. You should read this table together with the consolidated financial statements and related notes included elsewhere in this prospectus, as well as the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.

 

		March 31, 2017
		(unaudited)
		(in thousands, except  par value data)
Cash and cash equivalents		$	115,541
Debt:
Current maturities of long-term debt		$	32,474
Long-term debt, net of debt issuance costs, discount and current maturities			88,015
Total debt			120,489
Shareholders’ Equity:
Common shares, $0.01 par value, 100,000 shares authorized and 33,737 shares issued and outstanding			337
Paid-in capital			294,570
Accumulated other comprehensive loss			(3,585	)
Accumulated deficit			(179,256	)
Total shareholders’ equity			112,066
Total capitalization		$	232,555

The table above excludes the following:

 

•

3,309,618 shares of common stock issuable upon exercise of outstanding options as of March 31, 2017 at a weighted-average exercise price of $12.70 per share;

 

•

636,120 shares of common stock issuable upon the vesting of restricted stock units outstanding as of March 31, 2017;

 

•

160,424 shares of our common stock reserved for issuance in connection with the exercise of our Common Warrants; and

 

•

4,958,767 shares of our common stock reserved for future issuance under our 2015 Plan, and which contains provisions that automatically increase its share reserve each year.

 

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated statements of operations data for the three months ended March 31, 2017 and 2016 and the consolidated balance sheet data as of March 31, 2017 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. In our opinion, these unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with our audited financial statements and contain all adjustments, consisting only of a normal recurring nature, that are necessary for a fair presentation of such consolidated financial data. The consolidated statements of operations data for the years ended December 31, 2016, 2015 and 2014 and the consolidated balance sheet data as of December 31, 2016 and 2015 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the year ended December 31, 2013 and the consolidated balance sheet data as of December 31, 2014 have been derived from our audited consolidated financial statements included in our final prospectus filed with the SEC on July 22, 2016. Our historical results are not necessarily indicative of the results that may be expected in the future. The selected consolidated financial and other data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus and in our final prospectus filed with the SEC on July 22, 2016 and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus and in our final prospectus filed with the SEC on July 22, 2016.

 

		Three Months Ended March 31,								Year Ended December 31,
		2017				2016				2016				2015				2014				2013
		(unaudited)
		(in thousands, except per share data)
Consolidated Statements of Operations Data:
Net sales		$	191,602			$	176,110			$	754,877			$	585,852			$	320,747			$	215,054
Cost of sales			167,423				159,866				659,745				528,247				289,528				200,182
Startup and transition costs			6,159				3,306				18,127				15,860				16,567				6,607
Total cost of goods sold			173,582				163,172				677,872				544,107				306,095				206,789
Gross profit			18,020				12,938				77,005				41,745				14,652				8,265
General and administrative expenses			8,306				4,749				33,892				14,126				9,175				7,566
Income from operations			9,714				8,189				43,113				27,619				5,477				699
Other income (expense):
Interest income			19				21				344				161				186				155
Interest expense			(3,026	)			(3,912	)			(17,614	)			(14,565	)			(7,236	)			(3,474		)
Loss on extinguishment of debt			—				—				(4,487	)			—				(2,946	)			—
Realized loss on foreign currency remeasurement			(1,381	)			(439	)			(757	)			(1,802	)			(1,743	)			(1,892		)
Miscellaneous income			320				190				238				246				539				140
Total other expense			(4,068	)			(4,140	)			(22,276	)			(15,960	)			(11,200	)			(5,071		)
Income (loss) before income taxes			5,646				4,049				20,837				11,659				(5,723	)			(4,372		)
Income tax benefit (provision)			(2,101	)			(2,303	)			(6,995	)			(3,977	)			(925	)			3,346
Net income (loss) before noncontrolling interest			—				—				13,842				7,682				(6,648	)			(1,026		)
Net loss attributable to noncontrolling interest (1)			—				—				—				—				—				2,305
Net income (loss)			3,545				1,746				13,842				7,682				(6,648	)			1,279
Net income attributable to preferred shareholders (2)			—				2,437				5,471				9,423				13,930				14,149
Net income (loss) attributable to common shareholders		$	3,545			$	(691	)		$	8,371			$	(1,741	)		$	(20,578	)		$	(12,870		)
Weighted-average common shares outstanding:
Basic (3)			33,737				4,238				17,530				4,238				4,238				4,238
Diluted (3)			33,827				4,238				17,616				4,238				4,238				4,238
Net income (loss) per common share:
Basic		$	0.11			$	(0.16	)		$	0.48			$	(0.41	)		$	(4.86	)		$	(3.04		)
Diluted		$	0.10			$	(0.16	)		$	0.48			$	(0.41	)		$	(4.86	)		$	(3.04		)

 

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