Item 2.05 Costs Associated with Exit or Disposal Activities.
In response to the impact of inflation on loss cost trends and to further drive
efficiency and increased focus on the Company's strategic priorities, on January
20, 2022, Root, Inc. (the "Company") instituted an organizational realignment,
including an involuntary workforce reduction affecting approximately 330
employees, which represents approximately 20% of the Company's workforce. The
majority of the reduction is driven by optimizing the claims and sales
departments for the current macro environment. The Company expects the majority
of the affected employees to be notified on January 20, 2022, with most job
eliminations effective in January 2022.
In the first quarter of 2022, the Company expects to record charges of
approximately $7.0 million to $8.0 million for severance, benefits and related
costs as a result of these actions, of which approximately $4.0 million to $5.0
million of these charges are expected to result in cash expenditures in the same
period. The Company is continuing to review the potential impact of the
reduction, including facility lease exits and additional employee related costs,
and is unable to estimate any additional restructuring costs or charges at this
time. If the Company subsequently determines that it will incur additional
material restructuring costs or charges, it will amend this Current Report on
Form 8-K with respect to such determination.
Item 7.01 Regulation FD Disclosure.
On January 20, 2022, in connection with the organizational realignment, the
Company is posting a letter from its Chief Executive Officer, Alexander Timm, to
its website at joinroot.com/press, a copy of which is attached as Exhibit 99.1
hereto and incorporated herein by reference.
The Company plans to discuss the expected run rate expense reduction in more
detail during its Fourth Quarter 2021 earnings call, which is scheduled to take
place at 8:00 AM ET on February 24, 2022.
The information contained in Item 7.01 of this Form 8-K (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 otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly provided by specific reference in such a
filing.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of
federal securities laws regarding Root, Inc. These forward-looking statements
relate to, among other things, expectations about our future business results.
Such forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and other factors, some of which are beyond the
company's control and are difficult to predict. We have based our
forward-looking statements on our current expectations, estimates and
projections about our industry and our company. We caution that these statements
are not guarantees of future performance and you should not rely unduly on them,
as they involve risks, uncertainties and assumptions that we cannot predict and
many of which are beyond our control. Accordingly, our actual results may differ
materially from the future performance that we have expressed or forecast in our
forward-looking statements. In accordance with "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we have included in Root's
Form 10-K for the year ended Dec. 31, 2020, and other SEC filings, cautionary
language identifying important factors, though not necessarily all such factors,
that could cause future outcomes to differ materially from those set forth in
the forward-looking statements. Copies of Root's Form 10-K and other SEC filings
are available on the SEC's website, Root's website at
https://ir.joinroot.com/investor-relations or by contacting Root's Investor
Relations office.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 7.01 shall be deemed to be furnished:
Exhibit No. Description
99.1 A Letter From Alex Timm, Co-Founder and CEO, of Root, Inc.
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