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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 22, 2024
| Proterra Inc |
| (Exact name of registrant as specified in its charter) |
| |
| Delaware |
001-39546 |
90-2099565 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
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1815 Rollins Road
Burlingame, California 94010 |
| (Address of principal executive offices, including 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications 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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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 7.01. Regulation FD Disclosure.
As
previously disclosed, on August 7, 2023, Proterra Inc, a Delaware corporation (the “Company”), and its subsidiary Proterra
Operating Company, Inc. (the “OpCo” and collectively, the “Debtors”) filed voluntary petitions under
Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for
the District of Delaware (such court, the “Bankruptcy Court” and such proceedings, the “Chapter 11 Cases”).
The Chapter 11 Cases are currently jointly administered under the caption In re Proterra Inc, Case No. 23-11120 (BLS). The Debtors
continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
Monthly Operating Reports
On January 22, 2024, the Company filed with the Bankruptcy
Court its monthly operating report for the period ended December 31, 2023 (the “Company Monthly Operating Report”).
On January 22, 2024, OpCo filed with the Bankruptcy Court its monthly operating report for the period ended December 31, 2023 (the “OpCo
Monthly Operating Report” and together with the Company Monthly Operating Report, the “Monthly Operating Reports”).
The Company Monthly Operating Report and the OpCo Monthly Operating Report are attached hereto as Exhibit 99.1 and 99.2, respectively.
This Current Report on Form 8-K (including the exhibits hereto, the “Form 8-K”) will not be deemed an admission as
to the materiality of any herein. The Company previously disclosed in its Current Report on Form 8-K filed on September 21, 2023 that
it was filing its monthly operating reports with the Bankruptcy Court and that each such report would be available for review free of
charge online at https://www.kccllc.net/proterra/document/list/5955.
The information contained
in this Item 7.01 and in Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and
shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended,
or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding
the Monthly Operating Reports
The Company
cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports,
which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.
The Monthly Operating Reports are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying
with the reporting requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants,
were not prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”),
are in a format prescribed by applicable bankruptcy rules and guidelines, and are subject to future adjustment and reconciliation. Furthermore,
the monthly financial information contained in the Monthly Operating Reports not been subjected to the same level of accounting review
and testing that the Debtors apply when preparing their quarterly and annual consolidated financial information in accordance with GAAP.
Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and
these changes could be material. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s
securities, the Monthly Operating Reports are complete. Results and projections set forth in the Monthly Operating Reports should not
be viewed as indicative of future results.
Cautionary Statement Regarding
Forward-Looking Information
This Form 8-K and the
Monthly Operating Reports contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. The Company’s actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain risks and other factors, including risks and uncertainties relating to the Company’s Chapter
11 Cases. Many factors could cause actual future events to differ materially from the forward-looking statements in this Form 8-K
and the Monthly Operating Reports, including risks and uncertainties set forth in the sections entitled “Risk Factors”
in the
Company’s Annual Report for the year
ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2023, as amended
on May 1, 2023, the Company’s quarterly report for the three and nine months ended September 30, 2023, filed on November 6, 2023
or the Company’s other filings with the SEC. The forward-looking statements included in this Form 8-K and the Monthly Operating
Reports speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the
Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 23, 2024
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PROTERRA, INC. |
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By: |
/s/ David S. Black |
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Name: |
David S. Black |
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Title: |
Chief Financial Officer |
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EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc § Case No. 23-11120 § § Lead Case No. 23-11120 Debtor(s) § Jointly
Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 12/31/2023 Petition Date: 08/07/2023 Months Pending: Reporting
Method: Industry Classification: Accrual Basis Cash Basis Debtor's Full-Time Employees (current): 0 Debtor's Full-Time Employees (as
of date of order for relief): 0 Supporting Documentation (check all that are attached): (For jointly administered debtors, any required
schedules must be provided on a non-consolidated basis for each debtor) Statement of cash receipts and disbursements Balance sheet containing
the summary and detail of the assets, liabilities and equity (net worth) or deficit Statement of operations (profit or loss statement)
Accounts receivable aging Postpetition liabilities aging Statement of capital assets Schedule of payments to professionals Schedule of
payments to insiders All bank statements and bank reconciliations for the reporting period Description of the assets sold or transferred
and the terms of the sale or transfer /s/ Andrew L. Magaziner Andrew L. Magaziner Signature of Responsible Party Printed Name of Responsible
Party 01/22/2024 Date Young Conaway Stargatt & Taylor LLP 1000 North King St, Wilmington, DE 19801 Address STATEMENT: This Periodic
Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.
Debtor's Name Case No. 23-11120
Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers
between accounts) $0 $0 c. Total disbursements (net of transfers between accounts) $0 $0 d. Cash balance end of month (a+b-c) e. Disbursements
made by third party for the benefit of the estate $0 f. Total disbursements for quarterly fee calculation (c+e) $0 Part 2: Asset and
Liability Status (Not generally applicable to Individual Debtors. See Instructions.) Current Month a. Accounts receivable (total net
of allowance) $0 b. Accounts receivable over 90 days outstanding (net of allowance) $0 a. b. c. Part 4: Income Statement (Statement of
Operations) Current Month Cumulative (Not generally applicable to Individual Debtors. See Instructions.) a. Gross income/sales (net of
returns and allowances) $0 b. Cost of goods sold (inclusive of depreciation, if applicable) $0 c. Gross profit (a-b) $0 d. Selling expenses
$0 e. General and administrative expenses $0 f. Other expenses $0 g. Depreciation and/or amortization (not included in 4b) $0 h. Interest
$0 i. Taxes (local, state, and federal) $0 j. Reorganization items $0 k. Profit (loss) $0 $0
a. Approved Current Month Approved Cumulative Paid Current Month Paid Cumulative
Debtor's professional fees & expenses (bankruptcy) Aggregate Total $0 $0 $0 $0 Itemized Breakdown by Firm Firm Name Role i Paul, Weiss,
Rifkind, Wharton &Lead Counsel $0 $0 $0 $0 ii Young Conaway Stargatt & Tay Local Counsel $0 $0 $0 $0 iii FTI Consulting, Inc.
Financial Professional $0 $0 $0 $0 iv Moelis & Company Financial Professional $0 $0 $0 $0 v KPMG LLP Financial Professional $0 $0
$0 $0 vi Kurtzman Carson Consultants L Other $0 $0 $0 $0 vii Slaughter and May Special Counsel $0 $0 $0 $0 viii ix x xi xii xiii xiv xv
xvi xvii xviii xix xx xxi xxii xxiii xxiv xxv xxvi xxvii xxviii xxix xxx xxxi xxxii xxxiii xxxiv xxxv xxxvi
xxxvii xxxvii xxxix xl xli xlii xliii xliv xlv xlvi xlvii xlviii xlix l
li lii liii liv lv lvi lvii lviii lix lx lxi lxii lxiii lxiv lxv lxvi lxvii lxviii lxix lxx lxxi lxxii lxxiii lxxiv lxxv lxxvi lxxvii
lxxvii
lxxix lxxx lxxxi lxxxii lxxxii lxxxiv lxxxv lxxxvi lxxxvi lxxxvi lxxxix
xc xci xcii xciii xciv xcv xcvi xcvii xcviii xcix c ci b. Approved Current Month Approved Cumulative Paid Current Month Paid Cumulative
Debtor's professional fees & expenses (nonbankruptcy) Aggregate Total $0 $0 $0 $0 Itemized Breakdown by Firm Firm Name Role i BDO
USA, LLP Financial Professional $0 $0 $0 $0 ii Greenberg Traurig, LLP Other $0 $0 $0 $0 iii Ogletree, Deakins, Nash, Smoa kOther $0 $0
$0 $0 iv Bookoff McAndrews PLLC Other $0 $0 $0 $0 v Squire Patton Boggs (US) LLP Other $0 $0 $0 $0 vi Womble Bond Dickinson (US) Other
$0 $0 $0 $0 vii Protiviti Inc. Financial Professional $0 $0 $0 $0 viii Demler Armstrong & Rowland, Other $0 $0 $0 $0 ix Rutan &
Tucker, LLP Other $0 $0 $0 $0 x xi xii xiii xiv
xv xvi xvii xviii xix xx xxi xxii xxiii xxiv xxv xxvi xxvii xxviii xxix
xxx xxxi xxxii xxxiii xxxiv xxxv xxxvi xxxvii xxxvii xxxix xl xli xlii xliii xliv xlv xlvi xlvii xlviii xlix l li lii liii liv lv lvi
lvii lviii lix lx lxi lxii lxiii lxiv lxv lxvi lxvii lxviii lxix lxx lxxi
lxxii lxxiii lxxiv lxxv lxxvi lxxvii lxxvii lxxix lxxx lxxxi lxxxii lxxxii lxxxiv lxxxv lxxxvi lxxxvi lxxxvi lxxxix xc xci xcii xciii
xciv xcv xcvi xcvii xcviii
xcix c c. All professional fees and expenses (debtor & committees)
$0 $0 $0 $0 Part 6: Postpetition Taxes Current Month Cumulative a. Postpetition income taxes accrued (local, state, and federal) $0 $0
b. Postpetition income taxes paid (local, state, and federal) $0 $0 c. Postpetition employer payroll taxes accrued $0 $0 d. Postpetition
employer payroll taxes paid $0 $0 e. Postpetition property taxes paid $0 $0 f. Postpetition other taxes accrued (local, state, and federal)
$0 $0 g. Postpetition other taxes paid (local, state, and federal) $0 $0 a. Were any payments made on prepetition debt? (if yes, see Instructions)
Yes No b. Were any payments made outside the ordinary course of business without court approval? (if yes, see Instructions) c. Were any
payments made to or on behalf of insiders? d. Are you current on postpetition tax return filings? e. Are you current on postpetition estimated
tax payments? Yes No Yes No Yes No Yes No f. Were all trust fund taxes remitted on a current basis? Yes No g. Was there any postpetition
borrowing, other than trade credit? (if yes, see Instructions) h. Were all payments made to or on behalf of professionals approved by
the court? Yes No Yes No N/A i. Do you have: Worker's compensation insurance? Yes No If yes, are your premiums current? Yes No N/A (if
no, see Instructions) Casualty/property insurance? Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions) General
liability insurance? Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions) j. Has a plan of reorganization been
filed with the court? Yes No k. Has a disclosure statement been filed with the court? Yes No l. Are you current with quarterly U.S. Trustee
fees as set forth under 28 U.S.C. § 1930? Yes No
Part 8: Individual Chapter 11 Debtors (Only) a. Gross income (receipts)
from salary and wages $0 b. Gross income (receipts) from self-employment $0 c. Gross income from all other sources $0 d. Total income
in the reporting period (a+b+c) $0 e. Payroll deductions $0 f. Self-employment related expenses $0 g. Living expenses $0 h. All other
expenses $0 i. Total expenses in the reporting period (e+f+g+h) $0 j. Difference between total income and total expenses (d-i) $0 k. List
the total amount of all postpetition debts that are past due $0 l. Are you required to pay any Domestic Support Obligations as defined
by 11 U.S.C § 101(14A)? Yes No m. If yes, have you made all Domestic Support Obligation payments? Yes No N/A Privacy Act Statement
28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§
704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. §
1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress through the bankruptcy
system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This
information may be disclosed to a bankruptcy trustee or examiner when the information is needed to perform the trustee's or examiner's
duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates
a violation or potential violation of law. Other disclosures may be made for routine purposes. For a discussion of the types of routine
disclosures that may be made, you may consult the Executive Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy
Case Files and Associated Records." See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the
following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal
or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F). I declare under penalty
of perjury that the foregoing Monthly Operating Report and its supporting documentation are true and correct and that I have been authorized
to sign this report on behalf of the estate. /s/ David S. Black Signature of Responsible Party Chief Financial Officer Title David S.
Black Printed Name of Responsible Party 01/22/2024 Date
x
x
x
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Cash Receipts & Disbursements(1) Proterra Inc. 23-11120 Proterra Operating Company, Inc. 23-11121 Cash Receipts Receipts
$ - $ 24,613,327 Other - 20,308 Total Cash Receipts(2) $ - $ 24,633,635 Operating Disbursements Vendor Payments $ - $ (9,973,183) Payroll
& Related - (8,905,887) Rent & Lease Payments - (472,514) Utilities - (347,458) Freight & Shipping - (249,505) Taxes - (791,736)
Insurance - (408,383) Engineering/Development Spend - - Total Operating Disbursements $ - $ (21,148,666) Operating Cash Flow $ - $ 3,484,968
Non-Operating Disbursements Interest & Fees $ - $ - Professional Fees - (11,010,895) Other Restructuring - (2,392,027) Total Non-Operating
Disbursements $ - $ (13,402,922) Total Disbursements $ - $ (34,551,588) Net Cash Flow $ - $ (9,917,954) Cash Roll Forward (3) Beginning
Cash Balance - $ 111,986,519 Net Cash Flow - (9,917,954) Mark-to-Market of Short-Term Investment Account(2) - 401,430 Ending Cash Balance(4)
$ - $ 102,469,995 (1) All information contained herein is unaudited and subject to future adjustment. (2) The amount of Total Receipts
presented in MOR Part 1(b) corresponds to the sum of Total Cash Receipts + Mark-to-Market of ST Investment Account. (3) Excludes restricted
cash posted for surety bonds and deposits posted to third parties. (4) Additional restricted cash totaling $12,433,804 is held by Philadelphia
Indemnity Insurance Company as surety collateral, which is reflected in the Debtors 12/31/23 Balance Sheet.
In re: Proterra Inc. et al. Case No.: 23-11120
Reporting Period: 12/01/2023 - 12/31/2023 Debtors' Balance Sheet (Unaudited) (1) Proterra Inc. 23-11120 Proterra Operating Company, Inc.
23-11121 ASSETS CURRENT ASSETS
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES Accounts payable $ - $ 6,968,524 Taxes payable - 865,277 Accrued liabilities - 35,961,901 Deferred revenue, current
Operating lease liabilities, current Debt, current Derivative liability - - - - 4,646,833 - 182,149,663 - TOTAL CURRENT LIABILITIES $
- $ 230,592,198 Deferred revenue, non-current Operating lease liabilities, non-current Other long-term liabilities $ - $ - - 6,563 - 6,418,952
TOTAL NON-CURRENT LIABILITIES $ - $ 6,425,515 Liabilities Subject to Compromise $ - $ 190,314,711 TOTAL LIABILITIES SUBJECT TO COMPROMISE
$ - $ 190,314,711 TOTAL LIABILITIES $ - $ 427,332,424 STOCKHOLDERS' EQUITY Common stock $ - $ 22,486 Preferred stock Additional paid-in
capital - - 1,644,167,479 Accumulated deficit Accumulated other comprehensive loss - - (1,478,047,013) TOTAL STOCKHOLDERS' EQUITY $ -
$ 166,142,952 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 593,475,376 (1) All information contained herein is unaudited and subject
to future adjustment. (2) This amount includes $12,433,804 of restricted cash, which is held by Philadelphia Indemnity Insurance Company
as surety collateral.
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Debtors' Statement of Operations (Unaudited) (1) Proterra Inc. 23-11120 Proterra Operating Company, Inc. 23-11121 Net Revenue:
(1) All information contained herein is unaudited and subject to future adjustment.
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Accounts Receivable Balance (Unaudited) Proterra Inc. (23-11120) A/R Aging Current 1 - 30 days 31 - 60 days 61 - 90 days
Over 90 days Total A/R Accounts Receivable Bad Debt Expense $ - - $ - - $ - - $ - - $ - - $ - - Total Accounts Receivable $ - $ - $ -
$ - $ - $ - Proterra Operating Company, Inc. (23-11121) A/R Aging Current 1 - 30 days 31 - 60 days 61 - 90 days Over 90 days Total A/R
Accounts Receivable $ 40,142,946 $ 16,315,912 $ 3,432,505 $ 3,485,350 $ 18,708,989 $ 82,085,702 Bad Debt Expense - (3,226) (1,283,823)
(2,988,309) (12,916,848) (17,192,206) Total Accounts Receivable $ 40,142,946 $ 16,312,686 $ 2,148,682 $ 497,041 $ 5,792,142 $ 64,893,496
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Postpetition Accounts Payable Balance (Unaudited) Proterra Inc. (23-11120) A/P Aging Current 1 - 30 days 31 - 60 days 61
- 90 days Over 90 days Total A/P Trade Payables Tax Payables $ - - $ - - $ - - $ - - $ - - $ - - Total Post-Petition Payables $ - $ -
$ - $ - $ - $ - Proterra Operating Company, Inc. (23-11121) A/P Aging Current 1 - 30 days 31 - 60 days 61 - 90 days Over 90 days Total
A/P Trade Payables $ 4,668,911 $ 1,742,131 $ 557,482 $ - $ - $ 6,968,524 Tax Payables 721,094 35,543 37,000 71,640 - 865,277 Total Post-Petition
Payables $ 5,390,005 $ 1,777,674 $ 594,482 $ 71,640 $ - $ 7,833,801
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Bank Account Information Legal Entity Account Type Bank Name Account Number (last 4 digits) Bank Balance(1) Proterra Operating
Company, Inc. Concentration Account Bank of America, N.A. 5378 $ 2,650,112 Proterra Operating Company, Inc. Cash Sweep Account - Lockbox
Bank of America, N.A. 0802 - Proterra Operating Company, Inc. Payroll Account Bank of America, N.A. 0807 2,029,225 Proterra Operating
Company, Inc. Zero Balance Account - Operating Bank of America, N.A. 0548 - Proterra Operating Company, Inc. AP Account Bank of America,
N.A. 2116 1,283,883 Proterra Operating Company, Inc. Working Capital Management Account Merrill Lynch 3373 86,251,163 Proterra Operating
Company, Inc. Operating Account Silicon Valley Bank 8094 (596) Proterra Operating Company, Inc. Money Market Account Silicon Valley Bank
2469 - Total Cash [Bank Balance] $ 92,213,788 Less Outstanding Checks (411,231) Total Cash [Book Balance] $ 91,802,557 Restricted Cash
Proterra Operating Company, Inc. Cash Collateral Account Silicon Valley Bank 7619 $ 131,470 Proterra Operating Company, Inc. Adequate
Assurance Account Bank of America, N.A. 9582 507,488 Proterra Operating Company, Inc. Self-Insured Claims Escrow Account Bank of America,
N.A. 9587 - Proterra Operating Company, Inc. Professional Fee Escrow Account Bank of America, N.A. 9624 - Proterra Operating Company,
Inc. Collateral Account (LC) Bank of America, N.A. 9020 10,028,480 Proterra Operating Company, Inc. 363 Sale Account Bank of America,
N.A. 9600 - Proterra Operating Company, Inc. Liquidation Account (Liquidation Proceeds) Bank of America, N.A. 9605 - Total Restricted
Cash(2) $ 10,667,438 (1) All amounts are in USD. (2) Additional restricted cash totaling $12,433,804 is held by Philadelphia Indemnity
Insurance Company as surety collateral, which is reflected in the Debtors 12/31/23 Balance Sheet.
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Schedule of Payments to Insiders Item Title Amount Chris Bailey Chief Business Officer $46,244 David S. Black Chief Financial
Officer 52,517 Jeffrey D. Embt Chief Accounting Officer 33,535 Dustin L. Grace Chief Technology Officer 43,359 Gareth T. Joyce Chief Executive
Officer 58,804 Jeffrey E. Mitchell General Counsel 38,783 Julian Soell Chief Operating Officer 46,541 Jill Frizzley Board Member 35,000
Brook Porter Board Member 15,000 Constance Skidmore Board Member 16,250 Jan R. Hauser Board Member 25,000 Jeannine P. Sargent Board Member
16,250 Mary L. Krakauer Board Member 26,250 Michael D. Smith Board Member 15,000 Roger M. Nielsen Board Member 27,500 Total $ 496,032
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Bank Reconciliations The Debtors hereby submit this attestation regarding bank account reconciliations in lieu of provi-
ding copies of bank statements, bank reconciliations and journal entries. The Debtors’ standard practice is to ensure that bank
reconciliations are completed before closing the books each reporting period. I attest that each of the Debtors’ bank accounts has
been reconci- led in accordance with their standard practices. /s/ David S. Black 1/22/2024 Signature of Authorized Individual Date David
S. Black Chief Financial Officer Printed Name of Authorized Individual Title of Authorized Individual
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Part 7: Question A Were any payments made on prepetition debt? To the extent any payments were made on account of prepetition
claims following the commencement of these Chapter 11 Cases pursuant to the authority granted to the Debtors by the Bankruptcy Court under
the First Day Orders, such payments have been included in the MOR.
In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 12/01/2023
- 12/31/2023 Part 7: Questions D & E Are you current on postpetition estimated tax payments? USD 185,314 in taxes are owed to British
Columbia Ministry of Finance and Canada Revenue Agency. The Debtors intend to file the applicable tax retuns and pay these taxes as soon
as possible, upon the completion of accounting work by Deloitte, their Canadian auditor. Pursuant to DI 219 and DI 212, the Debtor intends
to engage Deloitte after their OCP application is deemed approved.
In re: Proterra, Inc. Case No.: 23-11120 Reporting Period: 12/01/2023 -
12/31/2023 Monthly Operating Report - Company Information Debtor's Full-Time Employees (current): 0 Note: The full employee headcount
pertaining to the Debtors is detailed in the MOR for Proterra Operating Inc. This may encompass certain employment agreements executed
with Proterra, Inc.
In re: Proterra, Inc. Case No.: 23-11120 Reporting Period: 12/01/2023 -
12/31/2023 Monthly Operating Report - Company Information Cautionary Statement Regarding the Monthly Operating Reports The Company cautions
investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were
not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly
Operating Reports are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying with the
reporting requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants,
were not prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), are
in a format prescribed by applicable bankruptcy rules and guidelines, and are subject to future adjustment and reconciliation. Furthermore,
the monthly financial information contained in the Monthly Operating Reports not been subjected to the same level of accounting review
and testing that the Debtors apply when preparing their quarterly and annual consolidated financial information in accordance with GAAP.
Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and
these changes could be material. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s
securities, the Monthly Operating Reports are complete. Results and projections set forth in the Monthly Operating Reports should not
be viewed as indicative of future results.
EXHIBIT 99.2
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. § Case No. 23-11121 § § Lead Case No. 23-11120 Debtor(s)
§ Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 12/31/2023 Petition Date: 08/07/2023 Months Pending:
Reporting Method: Industry Classification: Accrual Basis Cash Basis Debtor's Full-Time Employees (current): 762 Debtor's Full-Time Employees
(as of date of order for relief): 939 Supporting Documentation (check all that are attached): (For jointly administered debtors, any
required schedules must be provided on a non-consolidated basis for each debtor) Statement of cash receipts and disbursements Balance
sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit Statement of operations (profit
or loss statement) Accounts receivable aging Postpetition liabilities aging Statement of capital assets Schedule of payments to professionals
Schedule of payments to insiders All bank statements and bank reconciliations for the reporting period Description of the assets sold
or transferred and the terms of the sale or transfer /s/ Andrew L. Magaziner Andrew L. Magaziner Signature of Responsible Party Printed
Name of Responsible Party 01/22/2024 Date Young Conaway Stargatt & Taylor LLP 1000 North King St, Wilmington, DE 19801 Address STATEMENT:
This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2)
applies.
Debtor's Name Case No. 23-11121 Part 1: Cash Receipts and Disbursements
Current Month Cumulative a. Cash balance beginning of month $111,986,519 b. Total receipts (net of transfers between accounts) $25,035,065
$129,285,288 c. Total disbursements (net of transfers between accounts) $34,551,589 $164,714,865 d. Cash balance end of month (a+b-c)
e. Disbursements made by third party for the benefit of the estate $0 f. Total disbursements for quarterly fee calculation (c+e) $164,714,865
Part 2: Asset and Liability Status (Not generally applicable to Individual Debtors. See Instructions.) Current Month a. Accounts receivable
(total net of allowance) $64,893,496 b. Accounts receivable over 90 days outstanding (net of allowance) $5,792,142 c. Inventory ( Book
Market Other (attach explanation)) $221,530,315 d Total current assets $425,980,378 e. Total assets $593,475,376 f. Postpetition payables
(excluding taxes) $54,002,772 g. Postpetition payables past due (excluding taxes) $2,299,613 h. Postpetition taxes payable $865,277 i.
Postpetition taxes past due $144,183 j. Total postpetition debt (f+h) $54,868,049 k. Prepetition secured debt $182,149,663 l. Prepetition
priority debt $0 m. Prepetition unsecured debt $190,314,711 n. Total liabilities (debt) (j+k+l+m) $427,332,424 o. Ending equity/net worth
(e-n) $166,142,952 Part 3: Assets Sold or Transferred Current Month Cumulative a. b. c. Part 4: Income Statement (Statement of Operations)
Current Month Cumulative (Not generally applicable to Individual Debtors. See Instructions.) a. Gross income/sales (net of returns and
allowances) $45,178,071 b. Cost of goods sold (inclusive of depreciation, if applicable) $47,301,850 c. Gross profit (a-b) $-2,123,778
d. Selling expenses $1,186,817 e. General and administrative expenses $6,368,889 f. Other expenses $-2,381,923 g. Depreciation and/or
amortization (not included in 4b) $635,659 h. Interest $-1,317,851 i. Taxes (local, state, and federal) $0 j. Reorganization items $-10,299,506
k. Profit (loss) $-24,314,423 $-77,903,436
a. Approved Current Month Approved Cumulative Paid Current Month Paid Cumulative
Debtor's professional fees & expenses (bankruptcy) Aggregate Total $3,594,790 $9,291,959 $3,594,790 $9,291,959 Itemized Breakdown
by Firm Firm Name Role i Paul, Weiss, Rifkind, Wharton &Lead Counsel $0 $0 $0 $0 ii Young Conaway Stargatt & Tay Local Counsel
$0 $0 $0 $0 iii FTI Consulting, Inc. Financial Professional $3,040,676 $7,791,254 $3,040,676 $7,791,254 iv Moelis & Company Financial
Professional $0 $0 $0 $0 v KPMG LLP Financial Professional $0 $0 $0 $0 vi Kurtzman Carson Consultants L Other $554,114 $1,500,704 $554,114
$1,500,704 vii Slaughter and May Special Counsel $0 $0 $0 $0 viii ix x xi xii xiii xiv xv xvi xvii xviii xix xx xxi xxii xxiii xxiv xxv
xxvi xxvii xxviii xxix xxx xxxi xxxii xxxiii xxxiv xxxv xxxvi
xxxvii xxxvii xxxix xl xli xlii xliii xliv xlv xlvi xlvii xlviii xlix l
li lii liii liv lv lvi lvii lviii lix lx lxi lxii lxiii lxiv lxv lxvi lxvii lxviii lxix lxx lxxi lxxii lxxiii lxxiv lxxv lxxvi lxxvii
lxxvii
lxxix lxxx lxxxi lxxxii lxxxii lxxxiv lxxxv lxxxvi lxxxvi lxxxvi lxxxix
xc xci xcii xciii xciv xcv xcvi xcvii xcviii xcix c ci b. Approved Current Month Approved Cumulative Paid Current Month Paid Cumulative
Debtor's professional fees & expenses (nonbankruptcy) Aggregate Total $557,562 $968,271 $557,562 $968,271 Itemized Breakdown by Firm
Firm Name Role i BDO USA, LLP Financial Professional $32,490 $32,490 $32,490 $32,490 ii Greenberg Traurig, LLP Other $28,807 $28,807 $28,807
$28,807 iii Ogletree, Deakins, Nash, Smoa kOther $14,331 $48,981 $14,331 $48,981 iv Bookoff McAndrews PLLC Other $23,426 $36,762 $23,426
$36,762 v Squire Patton Boggs (US) LLP Other $26,199 $64,196 $26,199 $64,196 vi Womble Bond Dickinson (US) Other $0 $7,036 $0 $7,036 vii
Protiviti Inc. Financial Professional $432,309 $750,000 $432,309 $750,000 viii Demler Armstrong & Rowland, Other $0 $0 $0 $0 ix Rutan
& Tucker, LLP Other $0 $0 $0 $0 x xi xii xiii xiv
xv xvi xvii xviii xix xx xxi xxii xxiii xxiv xxv xxvi xxvii xxviii xxix
xxx xxxi xxxii xxxiii xxxiv xxxv xxxvi xxxvii xxxvii xxxix xl xli xlii xliii xliv xlv xlvi xlvii xlviii xlix l li lii liii liv lv lvi
lvii lviii lix lx lxi lxii lxiii lxiv lxv lxvi lxvii lxviii lxix lxx lxxi
lxxii lxxiii lxxiv lxxv lxxvi lxxvii lxxvii lxxix lxxx lxxxi lxxxii lxxxii lxxxiv lxxxv lxxxvi lxxxvi lxxxvi lxxxix xc xci xcii xciii
xciv xcv xcvi xcvii xcviii
xcix c c. All professional fees and expenses (debtor & committees)
$4,152,352 $10,260,230 $4,152,352 $10,260,230 Part 6: Postpetition Taxes Current Month Cumulative a. Postpetition income taxes accrued
(local, state, and federal) $185,314 $714,484 b. Postpetition income taxes paid (local, state, and federal) $0 $0 c. Postpetition employer
payroll taxes accrued $421,578 $4,041,791 d. Postpetition employer payroll taxes paid $371,434 $2,305,477 e. Postpetition property taxes
paid $397,457 $765,665 f. Postpetition other taxes accrued (local, state, and federal) $396,675 $1,707,131 g. Postpetition other taxes
paid (local, state, and federal) $0 $0 a. Were any payments made on prepetition debt? (if yes, see Instructions) Yes No b. Were any payments
made outside the ordinary course of business without court approval? (if yes, see Instructions) c. Were any payments made to or on behalf
of insiders? d. Are you current on postpetition tax return filings? e. Are you current on postpetition estimated tax payments? Yes No
Yes No Yes No Yes No f. Were all trust fund taxes remitted on a current basis? Yes No g. Was there any postpetition borrowing, other than
trade credit? (if yes, see Instructions) h. Were all payments made to or on behalf of professionals approved by the court? Yes No Yes
No N/A i. Do you have: Worker's compensation insurance? Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions)
Casualty/property insurance? Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions) General liability insurance?
Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions) j. Has a plan of reorganization been filed with the court?
Yes No k. Has a disclosure statement been filed with the court? Yes No l. Are you current with quarterly U.S. Trustee fees as set forth
under 28 U.S.C. § 1930? Yes No
Part 8: Individual Chapter 11 Debtors (Only) a. Gross income (receipts)
from salary and wages $0 b. Gross income (receipts) from self-employment $0 c. Gross income from all other sources $0 d. Total income
in the reporting period (a+b+c) $0 e. Payroll deductions $0 f. Self-employment related expenses $0 g. Living expenses $0 h. All other
expenses $0 i. Total expenses in the reporting period (e+f+g+h) $0 j. Difference between total income and total expenses (d-i) $0 k. List
the total amount of all postpetition debts that are past due $0 l. Are you required to pay any Domestic Support Obligations as defined
by 11 U.S.C § 101(14A)? Yes No m. If yes, have you made all Domestic Support Obligation payments? Yes No N/A Privacy Act Statement
28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§
704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. §
1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress through the bankruptcy
system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This
information may be disclosed to a bankruptcy trustee or examiner when the information is needed to perform the trustee's or examiner's
duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates
a violation or potential violation of law. Other disclosures may be made for routine purposes. For a discussion of the types of routine
disclosures that may be made, you may consult the Executive Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy
Case Files and Associated Records." See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the
following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal
or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F). I declare under penalty
of perjury that the foregoing Monthly Operating Report and its supporting documentation are true and correct and that I have been authorized
to sign this report on behalf of the estate. /s/ David S. Black Signature of Responsible Party Chief Financial Officer Title David S.
Black Printed Name of Responsible Party 01/22/2024 Date
x
x
In re: Proterra Inc. et al. Case No.: 23-11120 Cautionary Statement Regarding
the Monthly Operating Report Reporting Period: 12/01/2023 - 12/31/2023 The Debtor cautions investors and potential investors not to place
undue reliance upon the information contained in this Monthly Operating Report, which was not prepared for the purpose of providing the
basis for an investment decision relating to any of the securities of the Debtor. The Monthly Operating Report is limited in scope, covers
a limited time period, and has been prepared solely for the purpose of complying with the reporting requirements of the U.S. Bankruptcy
Court for the District of Delaware. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared
in accordance with generally accepted accounting principles in the United States of America (“GAAP”), is in a format prescribed
by applicable bankruptcy rules and guidelines, and is subject to future adjustment and reconciliation. Furthermore, the monthly financial
information contained in the Monthly Operating Report has not been subjected to the same level of accounting review and testing that the
Debtor applies when preparing its quarterly and annual consolidated financial information in accordance with GAAP. Accordingly, upon the
application of such procedures, the Debtor believes that the financial information may be subject to change, and these changes could be
material. There can be no assurance that, from the perspective of an investor or potential investor in the Debtor’s securities,
the Monthly Operating Report is complete. Results and projections set forth in the Monthly Operating Report should not be viewed as indicative
of future results.
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