Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current
Report"), and incorporated into this Item 7.01 by reference, is an Analyst Day
presentation being used in connection with the proposed business combination
(the "Business Combination"), between
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 8.01 Other Information.
Pioneer is providing the following brief summary of certain preliminary
financial results for the three months ended
Acorns' preliminary financial results for the three months ended
Non-GAAP Financial Measures
Pioneer and Acorns believe EBITDA and Adjusted EBITDA are useful to investors in evaluating Acorns' financial performance. Pioneer and Acorns believe that these non-GAAP financial measures provide enhanced insight into Acorns' ongoing operations for comparisons of its business, as it removes the effect of certain non-cash items and expenses. These non-GAAP measures may not be the same as measures used by other companies due to possible differences in methods and in the items or events for which adjustments are made.
Acorns defines EBITDA as earnings before: (i) interest expense (income), net and changes in fair value of embedded derivatives, (ii) income taxes and (iii) depreciation and amortization on fixed assets and intangible assets. Acorns defines Adjusted EBITDA as EBITDA adjusted for: (i) in-kind service amortization of preferred stock issued in exchange for branding, editorial and production services, (ii) stock-based compensation, (iii) acquisition-related charges and (iv) gains or losses on investment securities.
EBITDA and Adjusted EBITDA are not prepared in accordance with generally
accepted accounting principles in
Three Months Ended June 30, ($ in M) 2021 2020 Net loss $ (30 ) $ (16) Non-GAAP adjustments: Income tax expense (benefit) - - Depreciation and amortization 1 1 EBITDA (29 ) (15) Non-cash in-kind service amortization of preferred stock 3 7 Stock-based compensation 3 1 (Gain) loss on investment securities - (1) Acquisition-related charges 3 - Adjusted EBITDA $ (20 ) $ (8)
These results are unaudited and do not present all information necessary for an
understanding of Acorns' results of operations for the three months ended
Additional Information
In connection with the proposed Business Combination between Acorns and Pioneer,
Pioneer filed with the
Participants in the Solicitation
Pioneer, Acorns and their respective directors, executive officers, other
members of management, and employees, under
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act that are based on beliefs and assumptions and on
information currently available. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate," "continue,"
"ongoing," "target," "anticipate," "intend," "expect," "could," "should,"
"would," "plan," "predict," "potential," "project," "seem," "seek," "future,"
"outlook" or the negative or plural of these words, or other similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters, although not all forward-looking statements contain these
words. These forward-looking statements include, but are not limited to,
statements regarding future events, the Business Combination between Pioneer and
Acorns, the estimated or anticipated future results and benefits of the combined
company following the Business Combination, including the likelihood and ability
of the parties to successfully consummate the Business Combination, future
opportunities for the combined company, and other statements that are not
historical facts. These statements are based on the current expectations of
Pioneer's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on, by any investor as a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Pioneer and Acorns. These statements are subject to a
number of risks and uncertainties regarding Pioneer's businesses and the
Business Combination, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, general economic, political and
business conditions; the inability of the parties to consummate the Business
Combination; the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the Business Combination; the receipt
of an unsolicited offer from another party for an alternative business
transaction that could interfere with the Business Combination; the risk that
the approval of the shareholders of Pioneer or Acorns for the potential
transaction is not obtained; failure to realize the anticipated benefits of the
Business Combination, including as a result of a delay in consummating the
potential transaction or difficulty in integrating the businesses of Pioneer and
Acorns; the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the Business
Combination; the ability of the combined company to grow and manage growth
profitably and retain its key employees; the amount of redemption requests made
by Pioneer's shareholders; the inability to obtain or maintain the listing of
the post-acquisition company's securities on Nasdaq following the Business
Combination; costs related to the Business Combination; and those to be included
under the heading "Risk Factors" in the Registration Statement filed with the
Disclaimer
This communication is for informational purposes only. This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Pioneer or Acorns, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 AnalystDay Presentation , datedSeptember 15, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRLdocument)
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