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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 13,
2023
Proterra Inc
(Exact name of registrant as specified in its charter)
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Delaware
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001-39546 |
98-1551379
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(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
1815 Rollins Road
Burlingame, California 94010
(Address of registrant’s principal executive offices, and zip
code)
(864) 438-0000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐ |
Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
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PTRA |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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.
☐
Item 2.05 Costs Associated with Exit or Disposal
Activities.
On January 13, 2023, the Board of Directors of Proterra Inc (the
“Company”) approved a plan designed to improve operational
efficiency that includes reducing the workforce across the Company
(the “Workforce Restructuring”) and closing the Company’s City of
Industry facility (the “Facility Closure”). The City of Industry
facility currently manufactures electric transit buses and the
Company’s current generation battery systems. The Company will move
manufacturing from the City of Industry facility to its existing
facilities in South Carolina. Transit bus production in the City of
Industry is expected to end in the first quarter of 2023, and
battery production at the end of the third quarter of 2023. The
Company plans to vacate the facility by the end of
2023.
The Workforce Restructuring plan is expected to reduce the
Company’s current workforce by approximately 25%, and impact
approximately 300 employees, including from the Facility Closure.
The Company believes these plans will improve overall efficiency by
increasing the utilization of the Company’s largest manufacturing
sites in Greenville and Greer, South Carolina, streamlining supply
chain and distribution logistics, reducing organizational
complexity, and reducing facilities costs. Affected employees are
expected to be offered separation benefits. The Company is
beginning the Facility Closure and Workforce Restructuring efforts
effective immediately.
The final costs relating to the Facility Closure and Workforce
Restructuring will not be known until all related activities have
been completed. The Company currently expects to incur
restructuring charges, of between $6 million and $10 million
attributable to net cash payments primarily for severance benefits
to employees, and $4 million to $5 million in facility closure
costs primarily consisting of lease expense, material and equipment
relocation and removal of tenant improvements in connection with
the Facility Closure. Such restructuring charges are expected to be
incurred beginning in the first quarter of 2023 and continuing
through year end of 2023. In addition, in connection with the
Company’s Workforce Restructuring and Facility Closure, the Company
is performing an impairment analysis over certain property, plant
and equipment and could incur non-cash impairment charges. The
Company currently expects to use equipment from the City of
Industry facility in other locations and is unable to estimate any
potential impairment charges relating to the Facility Closure and
Workforce Restructuring at the time of this Report.
The costs and charges described above and timing thereof are
preliminary estimates based on the Company’s current expectations
and are subject to a number of assumptions and risks, and actual
results may differ materially from such estimates. The Company may
also incur other charges, costs, future cash expenditures or
impairments not currently contemplated due to events that may occur
as a result of, or in connection with, the Workforce Restructuring
and the Facility Closure.
Item 7.01 Regulation FD Disclosure.
On January 19, 2023, the Company issued a press release regarding
the Facility Closure and Workforce Restructuring described in Item
2.05 above. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Report, including Exhibit 99.1
attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference into any filing of
the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Cautionary Statement Regarding Forward Looking
Statements
This report includes “forward looking statements” within the
meaning of the federal securities laws relating to the Facility
Closure and Workforce Restructuring, including estimated costs,
charges and impairments, and the expected timing of the
implementation and completion of the Facility Closure, Workforce
Restructuring and any associated costs, charges and impairments;
the Company’s plan to increase operational efficiency, including
the expectation that such plan will improve overall efficiency by
increasing the utilization of the Company’s largest manufacturing
sites in Greenville and Greer, South Carolina, streamlining supply
chain and distribution logistics, reducing organizational
complexity, reducing facilities costs, and the Company’s
expectation to use equipment from the City of Industry facility at
other locations. These statements are based on assumptions
currently believed to be valid but involve significant risks and
uncertainties, many of which are beyond our control, which could
cause our
actual results to differ materially from those expressed in the
forward-looking statements. Such risks and uncertainties include,
among others, the effect the Facility Closure and Workforce
Restructuring may have on the business relationships and operating
results of the Company; the extent to which the Facility Closure
and Workforce Restructuring may disrupt the current plans and
operations of the Company; and the ability of the Company to
successfully consolidate production in its Greenville and Greer
facilities in South Carolina. The foregoing list of factors is not
exhaustive. Additional risks and uncertainties that could cause the
Company’s actual results to differ materially from those expressed
in the forward-looking statements are identified in the Company’s
reports filed with the Securities and Exchange Commission,
including its Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. The forward-looking
statements included in this report are made only as of the date of
this report. Readers are cautioned not to put undue reliance on
forward-looking statements, and the Company does not undertake any
obligation to update the forward-looking statements to reflect
subsequent events or circumstances.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Exhibit Description |
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99.1 |
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104 |
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Inline XBRL for the cover page of this Current Report on Form
8-K. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 20, 2023
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PROTERRA INC |
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By: |
/s/
Gareth T. Joyce
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Gareth T. Joyce
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Chief Executive Officer |
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