0001820630false00018206302023-01-132023-01-13
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)
| | | | | | | | |
Delaware | 001-39546 | 98-1551379 |
(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:
| | | | | |
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | PTRA | | 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.
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| 99.1 | | |
| 104 | | 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
| | | | | | | | |
| PROTERRA INC |
| |
| By: | /s/ Gareth T. Joyce |
| | Gareth T. Joyce |
| | Chief Executive Officer |
Proterra to Concentrate Electric Bus and Battery Manufacturing in Larger South Carolina Facilities With 2023 Exit from City of Industry Plant
BURLINGAME, Calif. - Proterra Inc (NASDAQ: PTRA) today announced plans to concentrate electric bus and battery manufacturing at its larger South Carolina production facilities following an exit from the company’s City of Industry, CA, plant by the end of 2023.
The company’s decision to consolidate electric bus and battery production in South Carolina does not affect Proterra’s operations at its Corporate Headquarters in Burlingame, CA, nor is it reflective of the hard work and contributions of Proterra employees in the City of Industry facility since its opening in 2017.
This transition is intended to improve Proterra’s overall production efficiency by increasing the utilization of its available capacity at the company’s largest manufacturing sites in Greenville and Greer, South Carolina. The consolidation of manufacturing sites will also allow the Company to better manage ongoing supply chain disruptions and decrease facilities costs.
The exit from Proterra’s City of Industry facility along with additional workforce reductions that the company plans to implement will impact approximately 300 roles this year. Proterra is taking steps to actively support these employees through this transition, including by providing severance and outplacement services.
“With rising adoption of zero-emission transportation, we remain focused on operating with financial discipline towards sustainable growth,” said Gareth Joyce, CEO of Proterra. “While we have appreciated being a part of the Los Angeles business community and value the hard work and dedication of our teammates, streamlining our manufacturing operations will allow us to improve our production efficiency over the course of the next year as we work to deliver on our mission.”
About Proterra
Proterra is a leader in the design and manufacture of zero-emission electric transit vehicles and EV technology solutions for commercial applications. With industry-leading durability and energy efficiency based on rigorous U.S. independent testing, Proterra products are proudly designed, engineered, and manufactured in America, with offices in Silicon Valley, South Carolina, and Los Angeles. For more information, please visit www.proterra.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements with respect to the timing of a facility closure in City of Industry, the timing of workforce reductions and number of roles impacted, improvements of production efficiencies, management of supply chain and reduction of facilities costs resulting from consolidation of manufacturing; the opportunities for zero emission transportation and Proterra’s operations and growth. Forward-looking statements are predictions, projections, expectations and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including risks and uncertainties set forth in the sections entitled “Risk Factors” in Proterra’s Annual
Report for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2022, and in Proterra’s subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The forward-looking statements included in this press release speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Proterra 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. Proterra does not give any assurance that it will achieve its expectations.
Media Contact
PR@proterra.com
Investor Contact
IR@proterra.com