PTRA Proterra Inc

 

 

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): February 21, 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.)
500 Pennsylvania Avenue PO Box 2205 Greer, South Carolina 29652
(Address of principal executive offices, including zip code)
(303) 689-8855
(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
	☐	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

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 February 21, 2024, the Company filed with the Bankruptcy Court its monthly operating report for the period ended January 31, 2024 (the “Company Monthly Operating Report”). On February 21, 2024, OpCo filed with the Bankruptcy Court its monthly operating report for the period ended January 31, 2024 (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 has 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.

 

Exhibit		Description
99.1		Monthly Operating Report of Proterra Inc for the period ended January 31, 2024 filed with the United States Bankruptcy Court for the District of Delaware.
99.2		Monthly Operating Report of Proterra Operating Company, Inc. for the period ended January 31, 2024 filed with the United States Bankruptcy Court for the District of Delaware.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

 

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: February 22, 2024

 

	PROTERRA, INC.
	By:	/s/ Gareth T. Joyce
		Name:	Gareth T. Joyce
		Title:	Chief Executive Officer

 

 

 

 

EXHIBIT 99.1

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc AS Case No. 23-11120 AS AS Lead Case No. 23-11120 Debtor(s) AS Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 01/31/2024 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 02/21/2024 Date Young Conaway Stargatt and 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.AS 1320.4(a)(2) applies.

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 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

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 a. Approved Current Month Approved Cumulative Paid Current Month Paid Cumulative Debtor's professional fees and expenses (bankruptcy) Aggregate Total $0 $0 $0 $0 Itemized Breakdown by Firm Firm Name Role i Paul, Weiss, Rifkind, Wharton and Lead Counsel $0 $0 $0 $0 ii Young Conaway Stargatt and Tay Local Counsel $0 $0 $0 $0 iii FTI Consulting, Inc. Financial Professional $0 $0 $0 $0 iv Moelis and 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 Rucki Fee Review, LLC Other $0 $0 $0 $0 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

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 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

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 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 and 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 and Rowland, Other $0 $0 $0 $0 ix Rutan and Tucker, LLP Other $0 $0 $0 $0 x The Doerrer Group LLC Other $0 $0 $0 $0 xi xii xiii xiv

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 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

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 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

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 xcix c c. All professional fees and expenses (debtor and 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.AS 1930? Yes No

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 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.CAS 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.AS 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.AS 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.AS 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/ Justin D. Pugh Signature of Responsible Party Chief Transformation Officer Title Justin D. Pugh Printed Name of Responsible Party 02/21/2024 Date

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 PageOnePartOne PageOnePartTwo PageTwoPartOne PageTwoPartTwo

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 Bankruptcy1to50 Bankruptcy51to100 NonBankruptcy1to50 NonBankruptcy51to100

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 PageThree PageFour

 

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 Cash Receipts and Disbursements(1) Proterra Inc. 23-11120 Proterra Operating Company, Inc. 23-11121 Cash Receipts Receipts $ - $ 16,565,491 Other - 6,688,353 Total Cash Receipts(2) $ - $ 23,253,844 Operating Disbursements Vendor Payments $ - $ (9,709,361) Payroll and Related - (10,074,114) Rent and Lease Payments - (40,230) Utilities - (139,395) Freight and Shipping - (93,967) Taxes - (1,197,061) Insurance - (310,148) Engineering/Development Spend - - Total Operating Disbursements $ - $ (21,564,277) Operating Cash Flow $ - $ 1,689,567 Non-Operating Disbursements Interest and Fees $ - $ (2,255,782) Professional Fees - (10,120,602) Other Restructuring - (784,521) Total Non-Operating Disbursements $ - $ (13,160,905) Total Disbursements $ - $ (34,725,182) Net Cash Flow $ - $ (11,471,338) Cash Roll Forward (3) Beginning Cash Balance - $ 102,469,995 Net Cash Flow - (11,471,338) Mark-to-Market of Short-Term Investment Account(2) - 336,290 Ending Cash Balance(4) $ - $ 91,334,948 (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 1/31/24 Balance Sheet.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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 $ - $ 5,846,369 Taxes payable - 434,500 Accrued liabilities - 33,899,549 Deferred revenue, current Operating lease liabilities, current Debt, current Derivative liability - - - - 1,691,531 - 183,232,581 - TOTAL CURRENT LIABILITIES $ - $ 225,104,529 Deferred revenue, non-current Operating lease liabilities, non-current Other long-term liabilities $ - $ - - - - 8,227,211 TOTAL NON-CURRENT LIABILITIES $ - $ 8,227,211 Liabilities Subject to Compromise $ - $ 163,833,572 TOTAL LIABILITIES SUBJECT TO COMPROMISE $ - $ 163,833,572 TOTAL LIABILITIES $ - $ 397,165,312 STOCKHOLDERS' EQUITY Common stock $ - $ 22,491 Preferred stock - - Additional paid-in capital - 1,640,997,940 Accumulated deficit Accumulated other comprehensive loss - - (1,559,402,084) - TOTAL STOCKHOLDERS' EQUITY $ - $ 81,618,347 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 478,783,659 (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.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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 $ 15,732,904 $ 10,303,716 $ 20,984,612 $ 2,186,149 $ 21,497,267 $ 70,704,648 Bad Debt Expense - - (2,552) (1,284,003) (15,905,652) (17,192,206) Total Accounts Receivable $ 15,732,904 $ 10,303,716 $ 20,982,060 $ 902,147 $ 5,591,616 $ 53,512,442

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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 $ 3,917,067 $ 1,461,592 $ 467,709 $ - $ - $ 5,846,369 Tax Payables 127,619 38,771 35,543 37,000 195,567 434,500 Total Post-Petition Payables $ 4,044,686 $ 1,500,363 $ 503,252 $ 37,000 $ 195,567 $ 6,280,868

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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 $ 2,810,578 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 1,318,291 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 2,584,178 Proterra Operating Company, Inc. 363 Sale Account Bank of America, N.A. 9600 3,005,826 Proterra Operating Company, Inc. Working Capital Management Account Merrill Lynch 3373 71,582,152 Proterra Operating Company, Inc. Operating Account Silicon Valley Bank 8094 (569) Proterra Operating Company, Inc. Money Market Account Silicon Valley Bank 2469 - Total Cash [Bank Balance] $ 81,300,455 Less Outstanding Checks (77,993) Total Cash [Book Balance] $ 81,222,462 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 9,473,528 Proterra Operating Company, Inc. Liquidation Account (Liquidation Proceeds) Bank of America, N.A. 9605 - Total Restricted Cash(2) $ 10,112,486 (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 1/31/24 Balance Sheet.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 Schedule of Payments to Insiders Item Title Amount Chris Bailey Chief Business Officer $ 30,829 David S. Black Chief Financial Officer 35,011 Labkhand S. Dadyar Chief People Officer 6,731 Jeffrey D. Embt Chief Accounting Officer 22,357 Dustin L. Grace Chief Technology Officer 28,906 Gareth T. Joyce Chief Executive Officer 39,504 Jeffrey E. Mitchell General Counsel 25,855 Julian Soell Chief Operating Officer 31,027 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 $ 396,470

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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/ Justin D. Pugh 2/21/2024 Signature of Authorized Individual Date Justin D. Pugh Chief Transformation Officer Printed Name of Authorized Individual Title of Authorized Individual

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 Part 7: Questions D and E Are you current on postpetition estimated tax payments? USD 185,502 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.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra, Inc. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra Inc. et al. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 Schedule of Assets Sold or Transferred Asset Buyer Debtor Sale Date Amount Proterra Transit Business (excl. Battery Lease Assets)1 Phoenix Motor, Inc. Proterra Operating Company, Inc. 1/11/2024 $ Total $ 3,500,000 3,500,000 (1) On January 9, 2024, the United States Bankruptcy Court for the District of Delaware entered an order [Docket No. 833] authorizing the sale of the Transit Assets to Phoenix Motor, Inc. in exchange for a cash purchase price of $3.5 million plus certain assumed liabilities.

 

 

 

Case 23-11120-BLS Doc 1092 Filed 02/21/24 In re: Proterra, Inc. Case No.: 23-11120 Reporting Period: 1/1/2024 - 1/31/2024 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. SS Case No. 23-11121 SS SS Lead Case No. 23-11120 Debtor(s) SS Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 01/31/2024 Petition Date: 08/07/2023 Months Pending: Reporting Method: Industry Classification: Accrual Basis Cash Basis Debtor's Full-Time Employees (current): 454 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 02/21/2024 Date Young Conaway Stargatt and 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. SS 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 $102,469,995 b. Total receipts (net of transfers between accounts) $23,590,134 $152,875,422 c. Total disbursements (net of transfers between accounts) $34,725,182 $199,440,047 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) $199,440,047 Part 2: Asset and Liability Status (Not generally applicable to Individual Debtors. See Instructions.) Current Month a. Accounts receivable (total net of allowance) $53,512,442 b. Accounts receivable over 90 days outstanding (net of allowance) $5,591,616 c. Inventory ( Book Market Other (attach explanation)) $145,552,846 d Total current assets $323,605,710 e. Total assets $478,783,659 f. Postpetition payables (excluding taxes) $49,664,660 g. Postpetition payables past due (excluding taxes) $1,929,302 h. Postpetition taxes payable $434,500 i. Postpetition taxes past due $306,881 j. Total postpetition debt (f+h) $50,099,159 k. Prepetition secured debt $183,232,581 l. Prepetition priority debt $0 m. Prepetition unsecured debt $163,833,572 n. Total liabilities (debt) (j+k+l+m) $397,165,312 o. Ending equity/net worth (e-n) $81,618,348 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) $8,533,113 b. Cost of goods sold (inclusive of depreciation, if applicable) $16,109,923 c. Gross profit (a-b) $-7,576,810 d. Selling expenses $-145,883 e. General and administrative expenses $3,724,579 f. Other expenses $-364,436 g. Depreciation and/or amortization (not included in 4b) $465,345 h. Interest $-1,664,640 i. Taxes (local, state, and federal) $0 j. Reorganization items $-67,705,144 k. Profit (loss) $-81,355,071 $-159,258,507

 

 

 

 

a. Approved Current Month Approved Cumulative Paid Current Month Paid Cumulative Debtor's professional fees and expenses (bankruptcy) Aggregate Total $3,199,679 $12,491,638 $3,199,679 $12,491,638 Itemized Breakdown by Firm Firm Name Role i Paul, Weiss, Rifkind, Wharton and Lead Counsel $0 $0 $0 $0 ii Young Conaway Stargatt and Tay Local Counsel $0 $0 $0 $0 iii FTI Consulting, Inc. Financial Professional $3,021,570 $10,812,824 $3,021,570 $10,812,824 iv Moelis and Company Financial Professional $0 $0 $0 $0 v KPMG LLP Financial Professional $0 $0 $0 $0 vi Kurtzman Carson Consultants L Other $178,109 $1,678,813 $178,109 $1,678,813 vii Slaughter and May Special Counsel $0 $0 $0 $0 viii Rucki Fee Review, LLC Other $0 $0 $0 $0 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 and expenses (nonbankruptcy) Aggregate Total $16,973 $985,244 $16,973 $985,244 Itemized Breakdown by Firm Firm Name Role i BDO USA, LLP Financial Professional $0 $32,490 $0 $32,490 ii Greenberg Traurig, LLP Other $1,742 $30,549 $1,742 $30,549 iii Ogletree, Deakins, Nash, Smoa kOther $24 $49,005 $24 $49,005 iv Bookoff McAndrews PLLC Other $0 $36,762 $0 $36,762 v Squire Patton Boggs (US) LLP Other $3,414 $67,610 $3,414 $67,610 vi Womble Bond Dickinson (US) Other $0 $7,036 $0 $7,036 vii Protiviti Inc. Financial Professional $0 $750,000 $0 $750,000 viii Demler Armstrong and Rowland, Other $9,193 $9,193 $9,193 $9,193 ix Rutan and Tucker, LLP Other $2,600 $2,600 $2,600 $2,600 x The Doerrer Group LLC Other $0 $0 $0 $0 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 and committees) $3,216,652 $13,476,882 $3,216,652 $13,476,882 Part 6: Postpetition Taxes Current Month Cumulative a. Postpetition income taxes accrued (local, state, and federal) $185,502 $899,986 b. Postpetition income taxes paid (local, state, and federal) $0 $0 c. Postpetition employer payroll taxes accrued $123,483 $4,165,274 d. Postpetition employer payroll taxes paid $459,119 $2,764,596 e. Postpetition property taxes paid $129,687 $895,351 f. Postpetition other taxes accrued (local, state, and federal) $382,310 $2,089,441 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. SS 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 SS 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. SS 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. SSSS 704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. SS 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. SS 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/ Justin D. Pugh Signature of Responsible Party Chief Transformation Officer Title Justin D. Pugh Printed Name of Responsible Party 02/21/2024 Date

 

 

 

 

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x

 

 

 

 

In re: Proterra Inc. et al. Case No.: 23-11120 Cautionary Statement Regarding the Monthly Operating Report Reporting Period: 1/1/2024 - 1/31/2024 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.

 

 

v3.24.0.1

Cover	Feb. 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 21, 2024
Entity File Number	001-39546
Entity Registrant Name	Proterra Inc
Entity Central Index Key	0001820630
Entity Tax Identification Number	90-2099565
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 Pennsylvania Avenue
Entity Address, Address Line Two	PO Box 2205
Entity Address, City or Town	Greer
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29652
City Area Code	303
Local Phone Number	689-8855
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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