Proterra Inc (fka PTRAQ)

[db7]

also:
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Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
The consummation of the Chapter 11 plan may have an unfavorable tax impact on us, and we may be limited in the portion of net operating loss (“NOL”) carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. As of December 31, 2022, we had U.S. federal NOL carryforwards and state NOL carryforwards of approximately $729.5 million and $531.1 million, respectively, which if not utilized will begin to expire for federal and state tax purposes beginning in 2030 and 2023, respectively. Federal NOLs generated after December 31, 2017 have an indefinite carryover period, and may be utilized to offset no more than 80% of taxable income annually.
As previously disclosed, the Company is in the process of a Bankruptcy Court-approved bidding process that may result in the sale of all or substantially all of its assets. The potential gain or loss recognized with respect to these transactions will depend on, among other things, (a) the value and tax basis of the assets sold; (b) complex modeling considerations under certain U.S. Department of Treasury regulations and (c) the amount of cancellation of indebtedness income realized, if any, in connection with the Chapter 11 plan. Our NOLs (and other tax attributes) may be subject to use in connection with the implementation of any bankruptcy Chapter 11 plan or subject to reduction as a result of any cancellation of indebtedness income arising in connection with the implementation of any bankruptcy Chapter 11 plan. To the extent NOL attributes remain upon emergence from bankruptcy, realization of NOL carryforwards depends on future income, and there is a risk that these carryforwards could expire unused and be unavailable to offset future income tax liabilities.
In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or taxes may be limited. While we have obtained entry of an order from the Bankruptcy Court limiting certain equity trades which may otherwise trigger an ownership change, we may experience ownership changes in the future, including as a result of the consummation of a Chapter 11 plan.
Accordingly, there can be no assurance that we will be able to utilize our income tax NOL carryforwards or other tax attributes to offset future taxable income, even if any such tax attributes survive any bankruptcy Chapter 11 plan.



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