Form 8-K Isos Acquisition Corp. For: Sep 21

September 21, 2021 6:18 AM EDT

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Exhibit 99.1

 

   

 

Bowlero, World’s Largest Owner And Operator Of Bowling Centers, Significantly Outperforms Fiscal Year 2021 Expectations, Increases Guidance for Calendar Year 2022

 

Location performance has consistently improved and now far exceeds pre-pandemic levels while maintaining momentum.
Adjusted EBITDA exceeded fiscal year 2021 expectations by 14% due to recovery in businesses and accelerating operational efficiencies.
Guidance for calendar year 2022 Adjusted EBITDA increased by $10 million, a 4% increase from the previous guidance.
Strong organic performance enhanced by disciplined inorganic growth.
Balance sheet further strengthened by $54 million of cash generated from operations in Q4 FY 2021.

 

RICHMOND, VA – September 21, 2021 – Bowlero Corp (“Bowlero”), the world’s largest owner and operator of bowling centers and owner of the Professional Bowlers Association (PBA), today announced Adjusted EBITDA for the fiscal year ending June 30 of $105 million, 14% more than projected, and is increasing guidance for calendar year 2022 Adjusted EBITDA by $10 million, up 4% from the previous guidance, after generating $54 million of cash in Q4 FY 2021 (net of business interruption insurance proceeds and interest payments on debt but including effect of exchange rates on cash.)

 

In July Bowlero announced plans to list on the NYSE through a merger with Isos Acquisition Corporation (NYSE: ISOS.U, “Isos”). Upon the closing of the transaction with Isos – expected in October-November – Bowlero’s common stock and warrants are expected to trade on NYSE under the new ticker symbols “BOWL” and “BOWL WS”.

 

“Our performance this year is further proof of the fundamental strength of our brand, business model and growth strategies. Our revenue is well ahead of our pre-pandemic performance thanks to strong organic performance enhanced by disciplined inorganic activities,” said Tom Shannon, Founder, Chairman and Chief Executive Officer.

 

Fiscal year 2021 revenue was $381 million and Adjusted EBITDA was $105 million, compared with guidance revenue of $373 million and guidance Adjusted EBITDA of $92 million. Bowlero’s Q4 Adjusted EBITDA increased 82% from the same quarter in pre-pandemic fiscal 2019. Adjusted EBITDA reflects certain items that are added to EBITDA as defined by the Company Credit Agreement. The adjustments include the Annualized Run-rate of Cost Savings Initiatives, Annualized De Novo and Renovated Facilities, Other Items, such as the collection of Business Interruption Insurance Proceeds, and Real Estate & Personal Property Taxes.

 

Location performance now far exceeds pre-pandemic levels and we continue to see strong and sustained momentum. Bowlero’s revenue in June, July, August and Sept (through Sep 12), exceeded same month pre-pandemic levels by 13%, 26%, 21% and 21%, respectively.

 

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Bowling is a highly fragmented industry with about 3,500 independent operators in the U.S. alone. Bowlero operates 310 bowling centers in North America – nearly eight times more centers than its nearest rival - including facilities carrying the Bowlero, Bowlmor Lanes, and AMF brands.

 

“Roll up opportunities and disciplined new builds provide attractive growth vectors. Since last June, we’ve acquired a total of 22 bowling centers and built four new ones. All of these are expected to be high-ROI projects in line with past experience. Revenue across all lines of business from bowling and shoes and amusement to food and beverage surpassed expectations in the fourth quarter and exceeded the levels of the same quarter in 2019,” said Brett Parker, President and Chief Financial Officer.

 

Bowlero also made advances in the digital gaming and media spaces. The company recently announced it will operate the world’s largest virtual international bowling tournament, “The PBA Global Showdown”, in a partnership with Lanetalk, thus providing a connected gaming experience to thousands of bowlers at hundreds of centers in dozens of countries around the world. Bowlero’s esports property “Strike! By Bowlero” powered by Skillz (NYSE: SKLZ) has more than 140,000 downloads. In August, PlayStudios, Inc (Nasdaq: MYPS) announced a new partnership with Bowlero that features Bowlero bowling and arcade cards available in their playAWARDS loyalty marketplace.

 

Bowlero’s sports media property, the PBA Tour on FOX, continues to grow as well. Last season’s viewership showed an increase in frequency and average minutes watched of 20% and 25%, respectively.

 

Bowlero filed its fiscal year 2021 report in its Registration Statement on Form S-4/A, which can be found on the U.S. Securities and Exchange Commission’s (“SEC”) website at https://www.sec.gov under the ticker “ISOS” as well as the Isos Investors Relations page here.

 

This press release contains references to Adjusted EBITDA and adjusted cash flow from operations, each of which measures are not based on accounting principles generally accepted in the United States, or non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures used by the Company may differ from the non-GAAP financial measures used by other companies. Refer to the Appendix section of the earnings presentation for definitions of these terms and reconciliations to the most comparable GAAP measures.

 

Investor Webcast Information

 

Listeners may access an investor webcast hosted by Bowlero. The webcast and results presentation are accessible in the Investor Relations section of the Isos website at www.isosacquisitioncorp.com/investor-relations.

 

About Bowlero Corp

 

Bowlero Corp is the worldwide leader in bowling entertainment, media, and events. With more than 300 bowling centers across North America, Bowlero Corp serves more than 26 million guests each year through a family of brands that includes Bowlero, Bowlmor Lanes, and AMF. In 2019, Bowlero Corp acquired the Professional Bowlers Association, the major league of bowling, which boasts thousands of members and millions of fans across the globe. For more information on Bowlero Corp, please visit BowleroCorp.com.

 

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About Isos Acquisition Corporation

 

Isos Acquisition Corporation (NYSE: ISOS.U) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is led by Co-Chief Executive Officers George Barrios and Michelle Wilson. For more information on Isos Acquisition Corporation, please visit www.isosacquisitioncorp.com.

 

Forward Looking Statements

 

Some of the statements contained in this press release are 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. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against ISOS, Bowlero or others following announcement of the business combination and the transactions contemplated therein; the inability to complete the transactions contemplated by the business combination due to the failure to obtain approval of the shareholders of Isos or Bowlero or other conditions to closing in the business combination agreement; the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the ability of Bowlero to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; costs related to the proposed business combination; the possibility that Isos or Bowlero may be adversely impacted by other economic, business, and/or competitive factors; the risk that the market for Bowlero’s entertainment offerings may not develop on the timeframe or in the manner that Bowlero currently anticipates; general economic conditions and uncertainties affecting markets in which Bowlero or operates and economic volatility that could adversely impact its business, including the COVID-19 pandemic; the ability of Bowlero to attract new customers and retain existing customers; changes in consumer preferences and buying patterns; inability to compete successfully against current and future competitors in the highly competitive out-of-home and home-based entertainment markets; inability to operate venues, or obtain and maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements; damage to brand or reputation; its ability to successfully defend litigation brought against it; its ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights and claims of intellectual property and proprietary right infringement, misappropriation or other violation by competitors and third parties; failure to hire and retain qualified employees and personnel; fluctuations in Bowlero’s operating results; security breaches, cyber-attacks and other interruptions to its and its third-party service providers’ technological and physical infrastructures; catastrophic events, including war, terrorism and other international conflicts, adverse weather conditions, public health issues or natural catastrophes and accidents; risk of increased regulation of its operations; the projected financial information, anticipated growth rate, and market opportunity of Bowlero; the ability to obtain or maintain the listing of new Bowlero’s Class A common stock and warrants on the NYSE following the completion of the business combination; Isos’s and Bowlero’s public securities’ potential liquidity and trading; future capital needs of Bowlero following the completion of the business combination; the significant uncertainty created by the COVID-19 pandemic and the negative impact of the COVID-19 pandemic on Bowlero; and factors described under the section titled “Risk Factors” in the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) relating to a potential business combination between Isos and Bowlero, as well as other filings that Bowlero will make with the SEC, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date the statements are made. Neither Isos nor Bowlero assume any obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.

 

Contacts:

 

For Media:

ICR, Inc.

Tom Vogel

Tom.Vogel@icrinc.com

 

For Investors:

ICR, Inc.

Ryan Lawrence

Ryan.Lawrence@icrinc.com

 

Ashley DeSimone

Ashley.desimone@icrinc.com

 

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Exhibit 99.2

 

Bowlero Q4 FY 2021 Results Presentation September 2021

 

 

D is c lai m e r 2 Forward - looking statements Some of the statements contained in this presentation are forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . These forward - looking statements are generally identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology . These forward - looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information . Although management believes that the expectations reflected in these forward - looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct . All such forward - looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document . It is not possible to predict or identify all such risks . These risks include, but are not limited to : the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination ; the outcome of any legal proceedings that may be instituted against Isos Acquisition Corporation (“ISOS”), Bowlero Corp . (“Bowlero”), or others following announcement of the business combination and the transactions contemplated therein ; the inability to complete the transactions contemplated by the business combination due to the failure to obtain approval of the shareholders of ISOS or Bowlero or other conditions to closing in the business combination agreement ; the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination ; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the ability of Bowlero to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees ; costs related to the proposed business combination ; the possibility that ISOS or Bowlero may be adversely impacted by other economic, business, and/or competitive factors ; the risk that the market for Bowlero’s entertainment offerings may not develop on the timeframe or in the manner that Bowlero currently anticipates ; general economic conditions and uncertainties affecting markets in which Bowlero or operates and economic volatility that could adversely impact its business, including the COVID - 19 pandemic the ability of Bowlero to attract new customers and retain existing customers ; changes in consumer preferences and buying patterns ; inability to compete successfully against current and future competitors in the highly competitive out - of - home and home - based entertainment markets ; inability to operate venues, or obtain and maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements ; damage to brand or reputation ; its ability to successfully defend litigation brought against it ; its ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights and claims of intellectual property and proprietary right infringement, misappropriation or other violation by competitors and third parties ; failure to hire and retain qualified employees and personnel ; fluctuations in Bowlero’s operating results ; security breaches, cyber - attacks and other interruptions to its and its third - party service providers’ technological and physical infrastructures ; catastrophic events, including war, terrorism and other international conflicts, adverse weather conditions, public health issues or natural catastrophes and accidents ; risk of increased regulation of its operations ; the projected financial information, anticipated growth rate, and market opportunity of Bowlero ; the ability to obtain or maintain the listing of new Bowlero’s Class A common stock and warrants on the New York Stock Exchange following the completion of the business combination ; ISOS’s and Bowlero’s public securities’ potential liquidity and trading ; future capital needs of Bowlero following the completion of the business combination ; the significant uncertainty created by the COVID - 19 pandemic and the negative impact of the COVID - 19 pandemic on Bowlero ; and factors described under the section titled “Risk Factors” in the registration statement on Form S - 4 filed with the U . S . Securities and Exchange Commission (the “SEC”) by relating to a potential business combination between ISOS and Bowlero,as well as other filings that ISOS will make with the SEC, such as Annual Reports on Form 10 - K, Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K . Forward - looking statements speak only as of the date the statements are made . Neither ISOS nor Bowlero assume any obligation to update forward - looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward - looking information except to the extent required by applicable securities laws . Non - GAAP Financial Measures This presentation also contains references to EBITDA and earnings before interest, taxes, depreciation and amortization on an adjusted basis (“Adjusted EBITDA”) and other measures that are not based on accounting principles generally accepted in the United States, or non - GAAP financial measures . These non - GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP . The non - GAAP financial measures used by the Company may differ from the non - GAAP financial measures used by other companies . Refer to the Appendix section for definitions of these terms and reconciliations to the most comparable GAAP measures .

 

 

Q4 FY’21 results key messages x Increasing guidance for CY2022E Adjusted EBITDA 1 by +4% vs. prior plan ($285mm vs. $275mm prior guidance) x Growth fueled by strong organic performance, and high volume of acquisitions and new builds, including the acquisition of 22 centers and 4 new builds since June 2021 x Location performance is now far outperforming pre - pandemic levels x Significantly outperformed guidance for FY2021 due to recovery in businesses and accelerating operational efficiencies; FY2021 Adjusted EBITDA 1 +14% versus plan ($105mm actual vs $92mm plan) x $54mm of cash generated from operations 2 in Q4 FY2021 3 Note: FY as of 6/30 1 Adjusted EBITDA as defined by credit agreement. See Appendix for definition of Adjusted EBITDA, which is a non - GAAP measure, and a reconciliation to the GAAP measure. 2 See Appendix for reconciliation of this non - GAAP cash measure to cash provided by operating activities, net

 

 

$34 $19 $16 $8 $4 $3 $10 $2 0 1 $2 85 Feb '20 TTM run - rate Adjusted EBITDA 1 Base business New builds 2 Center a c q u i s i t i o ns Bowl America Media business acquisition G&A CY2022E Adjusted EBI T DA 1 Given base business outperformance, we are increasing CY2022E Adjusted EBITDA 1 guidance by $10mm or 4% vs. prior plan 4 Base Business assumes existing center revenue growth of 10% vs. pre - pandemic and the effect of additional conversions 17 center acquisitions – 5 acquisitions opened – 9 acquisitions signed or under LOI 9 new builds – 4 new builds have already opened – 2 new builds under construction and expected to open in early CY Q 4 Chain acquisition of Bowl America consummated 8 / 16 / 2021 adding 17 centers to the portfolio, 16 on owned real estate Media segment growth driven by PBA Note: $ in millions 1 Adjusted EBITDA as defined by credit agreement. Pro forma adjustments include real estate and property tax credit agreement adjustment, cost savings initiatives, and other non - recurring items; 2 Includes 4 new builds that have already opened and have two more to open in 3 months Increase in guidance

 

 

Revenue production well ahead of pre - pandemic performance 5 Note: Performance compared to same period 2019 1 As of September 12, 2021 ( 8 %) Ap r i l 6% 13% 26% 21% 21% May Ju n e Ju l y Augu s t S e pt e mbe r t o da t e 1 Grow by revenue stream vs. 2019 April May June July August September to date 1 Retail Bowling 1% 12% 20% 26% 25% 54% League Bowling (43%) (20%) (15%) (8%) (12%) (33%) Event Bowling (1%) 1% 1% 20% 11% 13% Food & Beverage (10%) 2% 12% 29% 21% 21% Amusements 13% 34% 45% 59% 52% 60% Total Revenue % growth / (decline) 2021 vs. 2019

 

 

Strong and improving center - level economics Note: FY as of 6/30. See Appendix for reconciliation of EBITDAR, which is a non - GAAP measure 6 x Gross profit and EBITDAR margins expanded +600 bps over Q4 ‘19 x Q4 ’21 revenues across all major product lines surpassed expectations and recovered beyond Q4 ’19 results x Q4 ’21 total center revenue and EBITDAR beat expectations and performed above pre - pandemic levels x May and June Total Center Revenue combined were $99mm or 10% higher than 2019 demonstrating breakout momentum in performance Q4 ($MM) '21A '21E ‘19A Bowling & shoe $80 $62 $80 Food & Beverage 53 42 53 Amusement 15 10 12 Other 7 3 7 Total Center Revenue $155 $117 $151 Total Center Gross Profit $106 $74 $96 % Margin 69% 64% 63% Total Center Level EBITDAR $77 $51 $65 % Margin 49% 44% 43%

 

 

$ 2 4 $43 Q4 '19A Q4 '21A Q4 FY’21 EBITDA was 82% greater than the comparable pre - COVID quarter 7 REALIZED EBITDA 1 ($MM) x Realized EBITDA 1 in Q4 '21 exceeded Q4 '19 by nearly $20mm or 82% x Retail Bowling & Shoe and Amusements revenues were 11% and 29% higher than pre - pandemic levels, respectively x Significant recovery underway in event and league bowling x Material revenue upside remains as event and league businesses continue to recover x Operational efficiencies driving significant Realized EBITDA 1 growth +8 2% 1 Realized EBITDA does not include adjustments as defined by the credit agreement. See Appendix for definition of Realized EBITDA and Adjusted EBITDA, which are non - GAAP measures, and a reconciliation of each of these to the GAAP measures

 

 

8 Significantly outperformed FY2021 guidance due to recovery in businesses and accelerating operational efficiencies REVENUE ($MM) ADJUSTED EBITDA 1 ($MM) Note: FY as of 6/30 1 EBITDA as defined by credit agreement. See Appendix for definition of Adjusted EBITDA, which is a non - GAAP measure, and a reconciliation to the GAAP measure $ 3 73 $3 8 1 FY '21E FY '21A $92 $ 1 05 FY '21E FY '21A +2 % + 14% % Beat:

 

 

9 Our strong organic performance is enhanced by our new locations TX MT CA ID NV AZ OR IL NM CO WY MN SD IA ND UT KS NE WA WI OK MI MO NY FL IN AL GA AR LA NC VA TN KY OH MS ME SC MI WV VT NH PA MD NJ DE MA CT RI PA MD VA FL EBITDA multiple paid ($MM) # of centers N e t cash invested TTM 2 1 – Year fwd ROI 3 Acquisitions 5 $29 8.4x 3.6x 27% Chain Acquisition 17 1 44 6.7x 4.7x TBD New Builds 4 22 - 2.2x 46% Total 26 $96 7.3x 3.5x 36% 2 Chain Acquisitions New Acquisitions New B uilds ADDED 26 LOCATIONS TO OUR FOOTPRINT THROUGH ACQUISITIONS AND NEW BUILDS SINCE JUNE 2021 Roll up opportunities and disciplined new builds provide attractive vectors for accretive growth Note: $ in millions 1 16 centers on owned real estate; 2 Excludes ROI from Chain Acquisition; 2 TTM stands for trailing twelve months; 3 ROI calculated as the ratio between Adjusted 1 - Year forward EBITDA and net cash invested

 

 

10 Strong cash generations from operations strengthened our financial position and provided increased flexibility x $54mm of cash generated from operations in Q4 FY2021 x $33mm of permanent annualized savings through reduced costs x $58mm in reduced capital expenditures ($ ‘000s) Three months ending June 27, 2021 Twelve months ending June 27, 2021 Cash balances, beginning of period $166,569 $140,705 Operating activities, net 1 54,364 84,532 Business Interruption Insurance Proceeds - 20,187 Investing activities, net (18,488) (46,676) Financing activities, net (2,035) 34,805 Interest on debt (13,317) (46,460) Cash balances, June 27, 2021 $187,093 $187,093 Note: FY as of 6/30 1 Excludes Business Interruption Insurance Proceeds and Interest Payments on debt and includes effect of exchange rates on cash. See Appendix for reconciliation of this non - GAAP cash measure to cash provided by operating activities, net

 

 

Appendix

 

 

Non - GAAP Reconciliations Note: $ in millions; FY as of 6/30 1 The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID - 19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period. 2 The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated. 3 The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre - opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run - off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in the case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved within 24 months of the undertaking. 4 The adjustment for extraordinary unusual non - recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non - recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order. 12 F u l l Y ea r ($MM) FY2021A Net (loss) income ($126) Adjustments: Interest expense 89 Income tax expense (benefit) (1) Depreciation and amortization 92 Share - based compensation 3 Closed center EBITDA 1 4 Foreign currency exchange (gain) loss (0) Asset disposition loss (gain) (0) Transactional and other advisory costs 2 11 Charges attributed to new initiatives 3 1 Extraordinary unusual non - recurring losses (gains) 4 (19) Contra rent expense (5) Realized EBITDA $48 Non - income other taxes 21 Optimization run - rate savings 15 De novo adjustment 11 Renovated facility adjustment 11 Adjusted EBITDA $105

 

 

Non - GAAP Reconciliations (Cont’d) Note: $ in millions; FY as of 6/30 1 The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID - 19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period. 2 The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated. 3 The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre - opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run - off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in the case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved within 24 months of the undertaking. 4 The adjustment for extraordinary unusual non - recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non - recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order. 13 Q4 ($MM) FY2019A FY2021A Net (loss) income ($16) ($13) Adjustments: Interest expense 15 23 Income tax expense (benefit) 2 (1) Depreciation and amortization 26 24 Share - based compensation 1 1 Closed center EBITDA 1 (3) 2 Foreign currency exchange (gain) loss 0 (0) Asset disposition loss (gain) 3 0 Transactional and other advisory costs 2 1 7 Charges attributed to new initiatives 3 0 0 Extraordinary unusual non - recurring losses (gains) 4 2 1 Contra rent expense (6) 1 Realized EBITDA $24 $43 SG&A expense 22 20 Media & Other income 1 1 Center EBITDA $46 $63 Cash rent expense 19 14 Center EBITDAR $65 $77

 

 

Non - GAAP Reconciliations (Cont’d) 14 ($ ‘000s) Three months ending June 27, 2021 Twelve months ending June 27, 2021 Net cash provided by operating activities $41,091 $58,232 Business Interruption Insurance proceeds 0 (20,187) Interest on debt 13,317 46,460 Effect of exchange rates on cash 44 27 Operating activities, net $54,364 $84,532 Note: FY as of 6/30

 

 

T H A N K Y O U

 

Exhibit 99.3

 

Discussion Materials September 2021

 

 

D is c lai m e r 2 This presentation (this “Presentation”) has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Bowlero Corp . (“Bowlero”) and Isos Acquisition Corporation (“ISOS”) and related potential investment in ISOS (together, the “Transactions”) and for no other purpose . Bowlero and ISOS reserve the right, at any time, to negotiate with one or more interested parties or to enter into a definitive agreement with respect to, or to determine not to proceed with, the Transactions, without prior notice to any other interested parties, and there can be no assurance that the Transactions will be consummated . Bowlero and ISOS reserve the right to terminate, at any time, and for any or no reason, further participation by any party, require the return of this Presentation and any other information made available in connection with the Transactions, to update, modify, complete, revise, verify, or amend this Presentation from time to time, or to modify any other procedures without assigning any reason therefor . No Offer or Solicitation This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor a solicitation of an offer to sell, purchase or subscribe for, nor a recommendation or advice regarding, any securities in any jurisdiction, nor is it a solicitation of any vote or approval relating to the potential Transactions or otherwise in any jurisdiction . Any such offer or solicitation will be made pursuant to definitive subscription documentation, and any securities sold pursuant to such definitive subscription documentation will not be registered under the Securities Act of 1933 , as amended (the “Securities Act”), or the securities laws of any other jurisdiction . Such securities will be offered and sold in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws, which apply to offers and sales of securities that do not involve a public offering . SUCH SECURITIES HAVE NOT BEEN APPROVED OR RECOMMENDED BY ANY FEDERAL, STATE OR FOREIGN SECURITIES COMMISSION OR SECURITIES REGULATORY AUTHORITY OR OTHER REGULATORY BODY OR AUTHORITY, NOR HAVE ANY OF THESE BODIES OR AUTHORITIES PASSED UPON THE MERITS OF THE SECURITIES OR THE MERITS OF, OR THE ACCURACY AND ADEQUACY OF, ANY OF THE INFORMATION CONTAINED IN THIS PRESENTATION . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . No Representations and Warranties Bowlero and ISOS assume no obligation to update or keep current the information contained in this Presentation, to remove any outdated information or to expressly mark such information as being outdated . This Presentation does not purport to contain all of the information that may be required to evaluate the potential Transactions, and any recipient should conduct its own independent analysis of Bowlero and ISOS and the information contained or referred to in this Presentation . You should not construe the contents of this Presentation as legal, accounting, business, tax or financial advice and you should consult your own professional advisors as to the legal, accounting, business, tax, financial and other matters contained herein . No representation or warranty, express or implied, is or will be given by Bowlero or ISOS or any of their respective subsidiaries, stockholders, partners, members, affiliates, directors, officers, employees, advisers, representatives or agents or any other person as to the accuracy, completeness or reasonableness of the information in this Presentation (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the potential Transactions . Accordingly, none of Bowlero, ISOS or any of their respective subsidiaries, stockholders, partners, members, affiliates, directors, officers, employees, advisers, representatives or agents or any other person shall be liable for any direct, indirect or consequential losses or damages suffered by any person as a result of or arising from the use of this Presentation, its contents or reliance on any statement in or omission from this Presentation and any such liability is expressly disclaimed . Forward - Looking Statements This Presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , as amended . These forward - looking statements are generally identified by words such as “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” or words of similar meaning . These forward - looking statements include, but are not limited to, statements about forecasted future financial and operating results, plans, objectives, strategies, beliefs, expectations and intentions with respect to, among other things, future operations, products and services and planned market launches as well as statements regarding Bowlero’s industry and market size, future opportunities for Bowlero’s business, and the potential Transactions, including the anticipated timing of the Transactions, implied enterprise value, the expected post - closing ownership structure, the level of redemptions of ISOS’s public shareholders, and the likelihood and ability of the parties to successfully consummate the potential Transactions . In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements . Such forward - looking statements are based upon the current beliefs and expectations of the management of each of Bowlero and ISOS and are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies . Actual results, performance or achievements may differ materially, and potentially adversely, from any projections, forecasts and forward - looking statements and the assumptions on which these forward - looking statements are based . There can be no assurance that the information contained in this Presentation is reflective of future results, performance and/or achievements to any degree . You are cautioned not to place undue reliance on these forward - looking statements as a predictor of future results, performance and/or achievements as projected financial information, cost savings and other information are based on estimates and assumptions, whether or not identified in this Presentation, that are inherently subject to various significant risks, uncertainties, contingencies and other factors, many of which are difficult to predict and generally beyond the control of the parties . There may be additional risks and other factors that neither Bowlero nor ISOS currently know or that Bowlero and ISOS currently believe are immaterial that could also cause actual results, performance or achievements of Bowlero to differ from those contained in these forward - looking statements . Consequently, there can be no assurance that the actual results, performance and achievements anticipated in this Presentation will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Bowlero . Additional information concerning these and other factors that may impact the operations, Transactions and projections discussed herein can be found in ISOS’s periodic filings with the U . S . Securities and Exchange Commission (the “SEC”) . ISOS’s SEC filings are available publicly on the SEC’s website at www . sec . gov . All information set forth in this Presentation speaks only as of the date hereof or the date of such information, as applicable, and Bowlero and ISOS expressly disclaim any intention or obligation to update any forward - looking statements as a result of developments occurring after the date of this Presentation . Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results .

 

 

D is c lai m e r ( c o nt ’ d ) 3 Forecast and Illustrative Scenarios This Presentation contains information with respect to Bowlero’s projected results . This forecast is based on currently available information and Bowlero’s estimates . Bowlero’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to this information for the purpose of its inclusion in this Presentation and, accordingly, they have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation . Bowlero does not undertake any commitment to update or revise any such information, whether as a result of new information, future events or otherwise . The assumptions and estimates underlying the above - referenced information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks, uncertainties and contingencies, many of which are beyond Bowlero’s and ISOS’s control, that could cause actual results to differ materially from those contained in such information . The inclusion of financial projections, estimates and targets in this Presentation should not be regarded as an indication that Bowlero or ISOS or their representatives considered or consider the financial projections, estimates and targets to be a reliable prediction of future events . See “Forward - Looking Statements” above . Industry and Market Data The information in this Presentation also includes information from third - party sources . Any estimates or projections in this Presentation involve elements of subjective judgment and analysis that may or may not prove to be accurate . None of Bowlero, ISOS, their respective affiliates or any third parties that provide information to Bowlero, ISOS or their respective affiliates, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information or are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such information . Bowlero and ISOS may have supplemented this information where necessary with information from discussions with Bowlero’s customers and Bowlero’s own internal estimates, taking into account publicly available information about other industry participants and Bowlero’s management’s best view as to information that is not publicly available . None of Bowlero, ISOS or their respective affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein . While such information is believed to be reliable for the purposes used herein, none of Bowlero, ISOS or any of their respective subsidiaries, stockholders, partners, members, affiliates, directors, officers, employees, advisers, representatives or agents makes any representation or warranty with respect to the accuracy of such information . Financial Statements and Certain Financial Measures This Presentation includes certain non - GAAP financial measures that Bowlero’s management uses to evaluate Bowlero’s operations, measure its performance and make strategic decisions . EBITDA is a non - GAAP financial measure that measures performance by adjusting gross profit for certain operating expenses, real estate and property tax credit agreement adjustments, cost savings initiatives and other non - recurring items . Bowlero and ISOS believe that EBITDA and EBITDA - based measures provide useful information to investors and others in understanding and evaluating Bowlero’s operating results in the same manner as management . However, EBITDA is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit or any other operating performance measures calculated in accordance with GAAP . Using any such financial measure to analyze Bowlero’s business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant . In addition, although other companies in Bowlero’s industry may report measures titled EBITDA or similar measures, such financial measures may be calculated differently from how Bowlero calculates such financial measures, and therefore, Bowlero’s non - GAAP measures may not be directly comparable to similarly titled measures of other companies . Because of these limitations, you should consider EBITDA alongside other financial performance measures and other financial results presented in accordance with applicable accounting standards . Additionally, to the extent that forward - looking non - GAAP financial measures are provided, they are presented on a non - GAAP basis without reconciliations of such forward - looking non - GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations . Tra d e m ar ks an d Tra d e N ame s Bowlero and ISOS and their respective affiliates own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses . This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to imply a relationship with Bowlero, ISOS or any of their respective affiliates, or an endorsement or sponsorship by or of Bowlero, ISOS or any of their respective affiliates . Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Bowlero, ISOS, their respective affiliates or any third parties whose trademarks, service marks or trade names, as the case may be, are referenced herein will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor in these trademarks, service marks and trade names .

 

 

1938 The original Bowlmor Lan e s o pens its doors in Greenwich Villag e , NYC 1997 Tom Shannon acquires and sets out to revolutionize B o w lmor Lan es into an upgraded bowling experience 2013 B o w lmor Lan es acquires AMF Bowling and creates Bowlmor AMF 2014 B o w lmor A M F acq u ir e s the Brunswick C o r p orati o n ’s b o w ling center business 2018 B o w lmor A M F embraces its mo s t d ynamic brand and officially becomes Bowlero Corporation 2014 Bowlmor AMF la u nch e s i t s n ew b rand B o w l er o, in the Woodlands, Texas 2019 Bowlero Corp p u rcha se s t he PBA. The purchase brings unprecedented inn o v a t i o n t o t he sport OUR JOURNEY 2020 2021 Beg in Gami n g La u nch e d Q MS initiatives; technology B o w l er o ini t ia t i ve completes 85th center con ve r s io n from AMF/ Brunswick to experiential B o w l e r o/ B o w lmor brand 4

 

 

The Bowlero Ecosystem Powerful and reinforcing growth flywheel 5 LEISURE The largest owner and operator of bowling centers in the world MEDIA Ownership of PBA creates strong brand equity and prestige amongst bowlers, which maximizes standalone profitability and drives traffic and spend in the centers GAMING Pioneering in - center gaming, apps and new technology to bring gaming into and beyond the bowling center QMS SYSTEM Proprietary Quantitative Management System drives continuous operational improvement, acts as an acquisition screening tool and is poised for 3rd party monetization REAL ESTATE Significant value creation opportunity through acquisitions and go - forward optionality

 

 

Bowlero at a glance Note: February 2020 TTM run - rate is presented on a pro forma basis including adjustments by account and location to reflect adjusted EBITDA consistent with the definition in the Credit Agreement. See Appendix for definition of Adjusted EBITDA, which is a non - GAAP measure, and a reconciliation to the GAAP measure 1 Location count, includes current, in development and under LOI 6 Clear line of sight post - COVID $285mm CY2022E consolidated ad j u s t e d EBI T D A $878mm CY2022E consolidated revenue L a r ge s t o pe r a t o r o f b o w li n g cen t e r s i n t h e wo r l d 26mm Feb’20A TTM guests 322 1 Centers in No r t h A m eri c a Strong historical financials $201mm Feb’20A TTM run - rate consolidated adjusted EBITDA $746mm Feb’20A TTM run - rate co nsoli d a te d r e ven ue Consistent organic growth 9% Same - store - EBITDA CAGR FY2014 - Feb’20A TTM run - rate 4% Same - store - sales revenue CAGR FY2014 - Feb’20A TTM run - rate Rapid business recovery and positive outlook $10mm Increase in CY2022E adjusted EBITDA guidance $12mm FY2021A EBITDA ou t p e r f or m ance o f business plan

 

 

15 14 13 ~3,5 0 0 M A RKET L A N D S C A PE (# of centers) ~7x n e xt lar g e s t operator 44 322 1 Independent centers 7 Source: Company websites and management estimates 1 Location count, includes current, in development and under LOI World's largest owner / operator of bowling centers Industry fragmentation creates enormous consolidation opportunity

 

 

x Well positioned in highly attractive markets across North America – 310 centers currently operating (302 in the U.S., 6 in Mexico and 2 in Canada) – 3 additional new build centers in development – 9 additional centers signed or under LOI x 74%+ of revenue generated in or adjacent to top 25 MSAs x Differentiated offerings have broad appeal across attractive demographics 8 Portfolio of assets in highly attractive markets

 

 

9 Balanced, growing and recurring revenue streams Considerable guest recurrence at events, especially during the holiday season Consistent revenue stream with huge upside potential Walk - in / recreational bowlers including families, millennials, “date nighters”, and weekend enthusiasts Largest and most diverse audience Opportunity to raise top - of - mind awareness and increase frequency of usage for group R E T A I L EVE N TS A M US E MEN T S Amusements are an excellent source of high margin ancillary revenue Highest ROI investment stream in the Company Drives significant incremental spend per visit Continued source of growth with significant opportunities remaining Feb. ‘20 TTM run - rate revenue ($mm): $390 $ 140 League bowlers remain a large and stable source of recurring revenue League revenues outperformed expectations and the industry Predictable revenue during off - peak times PBA ownership represents another driver of league growth and engagement LEA G U E $156 $56

 

 

10 Track record of strong, consistent organic growth QUARTERLY SSS GROWTH 4 . 9% 2016 - 2019 average 4.1% 6.8% 5.7% 7 .0% 2.9% 2.2% 4.1% 4.4% 3.8% 8.0% 9.6% 4.4% 7 .9% 2.8% ( 0.3 %) 4.5% 2 0 1 8 2 0 1 9 2 01 6 2 0 1 7 Note: Values represent quarterly same store sales

 

 

11 Our strong organic performance is enhanced by our new locations TX MT CA ID NV AZ OR IL NM CO WY MN SD IA ND UT KS NE WA WI OK MI MO NY FL IN AL GA AR LA NC VA TN KY OH MS ME SC MI WV VT NH PA MD NJ DE MA CT RI PA MD VA FL # of N e t cash EBITDA multiple paid 1 – Year ( $ M M) c e n t e r s invested TTM 2 fwd ROI 3 Acquisitions 5 $29 8.4x 3.6x 27% Chain Acquisition 17 1 44 6.7x 4.7x T BD New Builds 4 22 - 2.2x 46% Total 26 $96 7.3x 3.5x 36% 2 Chain Acquisitions New Acquisitions New B uilds ADDED 26 LOCATIONS TO OUR FOOTPRINT THROUGH ACQUISITIONS AND NEW BUILDS SINCE JUNE 2021 Roll up opportunities and disciplined new builds provide attractive vectors for accretive growth Note: $ in millions 1 16 centers on owned real estate; 2 Excludes ROI from Chain Acquisition; 2 TTM stands for trailing twelve months; 3 ROI calculated as the ratio between Adjusted 1 - Year forward EBITDA and net cash invested

 

 

12 Attractive Center level EBITDAR / EBITDA margin driven by significant operational leverage CENTER LEVEL EBITDAR CENTER LEVEL EBITDA Note: $ in millions; FY as of 6/30 $250 $259 $278 $310 $365 FY '16 A FY '17 A FY '18 A FY '19 A Feb '20 TT M r u n - ra t e % margin 43% 44% 45% 47% 47% $183 $189 $206 $234 $280 FY '16 A FY '17 A FY '18 A FY '19 A Feb '20 TT M r u n - ra t e % margin 32% 32% 34% 35% 38%

 

 

Note: Bars in chart represent average of peer set as of LTM period 12/31/2019 or closest aligned FY LTM period 1 EBITDA includes the impact of run - rate and other adjustments 2 Capex net of SLB proceeds and tenant allowances 3 Average of maintenance capex from FY2016 - 2019 29% 20% 1 6% 11% TOP TIER PROFITABILITY CY2019 EBITDA margin 1 68% 5 4% 49% 40% INDUSTRY LEADING FREE CASH FLOW CONVERSION CY2019 (EBITDA – total capital expenditures) / EBITDA 1,2 13 Top tier profitability and cash flow conversion Casual dining T h e a t r e s F E Cs T h e a t r e s Casual dining F E Cs Ave r a g e m a i n t e na n c e capex of only $10mm 3

 

 

14 Highly attractive returns on invested capital 3 7% BOWLERO’S STRONG TRACK RECORD OF ROI FY2014 - FY2019 66% 3 1% Bowlmor / Bowlero conversions 1 New games & Amusements New centers Note: Based on financial information through week end September 30, 2019 and pro forma run rate estimates 1 Renovations and brand conversions of AMF and Brunswick centers into Bowlero branded centers 2 In some cases, Games & Amusements investment results are included within Bowlmor/Bowlero and Remodel/Upgrades results 3 Assumes EBITDA margin of 85.0% for the games & amusements business (pre - and post - investments) 4 Net of sale leaseback proceeds and tenant allowance Per center metric Number of centers invested 41 168 2 13 Avg. investment capex $2,338,219 $215,310 $3,823,048 4 Avg. incremental pro forma EBITDA $861,384 $141,760 $1,191,793 % increase vs. prior year 95% 381% 3 Avg. payback years 2.7 1.5 3.2

 

 

15 Source: Company financials Highly attractive returns on invested capital (cont’d) Illustrative case studies JU PI T ER, F L ORI D A Former independent center acquired via new lease with owner Pre - acquisition performance of $2.4mm revenue, $600k in EBITDAR and ($152k) EBITDA net of post - acquisition rent CY2019 performance of $3.9mm revenue, $2.0mm in EBITDAR and $1.4mm in EBITDA EBITDA margin expansion of +4,297 bps BETHESDA, M A R Y LAND $3.4 mm 29% 3.4 $3.4 mm 45% 2.2 $2.0 mm 56% 1.8 N e t cash i nv e ste d ROI Pay b a c k yea r s N e t cash i nv e ste d ROI Pay b a c k yea r s N e t cash i nv e ste d ROI Pay b a c k yea r s Former Bowl America center acquired via lease Pre - acquisition performance of $830k revenue and ($30k) EBITDA Year 1 performance of $4.2mm revenue and $1mm in EBITDA EBITDA margin expansion of +2,692 bps NORTH SC O T T S D ALE, ARIZONA New center construction in 10 th largest metropolitan area (Phoenix) 33,500 sq. ft. 3 6 l a ne s Opened in April 2018 Year 1 revenue of $3.7mm Year 1 EBITDA of $1.6mm

 

 

16 Significant opportunity to accelerate already robust organic growth through center upgrades SAME STORE REVENUE CAGR FY2014 – Feb 2020 SAME STORE EBITDA CAGR FY2014 – Feb 2020 4% 7% 2% Total portfolio Converted centers Low investment centers 9% 11% 7% Total portfolio Converted centers Low investment centers 182 low - investment centers provide ample runway for continued high ROI investments

 

 

Revenue production well ahead of pre - pandemic performance 17 Note: Performance compared to same period 2019 1 As of September 12, 2021 Grow by revenue stream vs. 2019 April May June July August September to date 1 Retail Bowling 1% 12% 20% 26% 25% 54% League Bowling (43%) (20%) (15%) (8%) (12%) (33%) Event Bowling (1%) 1% 1% 20% 11% 13% Food & Beverage (10%) 2% 12% 29% 21% 21% Amusements 13% 34% 45% 59% 52% 60% 26% 21% 21% 13% 6% ( 8 %) Ap r i l May Ju n e Ju l y Augu s t S e pt e mbe r t o da t e 1 Total Revenue % growth / (decline) 2021 vs. 2019

 

 

Strong and improving center - level economics Note: FY as of 6/30. See Appendix for reconciliation of EBITDAR, which is a non - GAAP measure 18 Q4 ($MM) ' 2 1 A ' 2 1 E ‘ 1 9A Bowling & shoe $80 $62 $80 Food & Beverage 53 42 53 Amusement 15 10 12 Ot he r 7 3 7 Total Center Revenue $155 $117 $151 Total Center Gross Profit $106 $74 $96 x % Margin 69% 64% 63% Total Center Level EBITDAR $77 $51 $65 x Gross profit and EBITDAR margins expanded +600 bps over Q4 ‘19 x Q4 ’21 revenues across all major product lines surpassed expectations and recovered beyond Q4 ’19 results x Q4 ’21 total center revenue and EBITDAR beat expectations and performed above pre - pandemic levels May and June Total Center Revenue combined were $99mm or 10% higher than 2019 demonstrating breakout momentum in performance % Margin 49% 44% 43%

 

 

$ 2 4 $43 Q4 '19A Q4 '21A Q4 FY’21 EBITDA was 82% greater than the comparable pre - COVID quarter 19 REALIZED EBITDA 1 ($MM) x Realized EBITDA 1 in Q4 '21 exceeded Q4 '19 by nearly $20mm or 82% x Retail Bowling & Shoe and Amusements revenues were 11% and 29% higher than pre - pandemic levels, respectively x Significant recovery underway in event and league bowling x Material revenue upside remains as event and league businesses continue to recover x Operational efficiencies driving significant Realized EBITDA 1 growth +8 2% 1 Realized EBITDA does not include adjustments as defined by the credit agreement. See Appendix for definition of Realized EBITDA and Adjusted EBITDA, which are non - GAAP measures, and a reconciliation of each of these to the GAAP measures

 

 

20 Significantly outperformed FY2021 guidance due to recovery in businesses and accelerating operational efficiencies REVENUE ($MM) ADJUSTED EBITDA 1 ($MM) Note: FY as of 6/30 1 EBITDA as defined by credit agreement. See Appendix for definition of Adjusted EBITDA, which is a non - GAAP measure, and a reconciliation to the GAAP measure $ 3 73 $3 8 1 FY '21E FY '21A $92 $ 1 05 FY '21E FY '21A +2 % + 14% % Beat:

 

 

$34 $19 $16 $8 $4 $3 $10 $2 0 1 $2 85 Feb '20 TTM run - rate Adjusted EBITDA 1 Base business New builds 2 Center a c q u i s i t i o ns Bowl America Media business acquisition G&A CY2022E Adjusted EBI T DA 1 Given base business outperformance, we are increasing CY2022E Adjusted EBITDA 1 guidance by $10mm or 4% vs. prior plan 21 Base Business assumes existing center revenue growth of 10% vs. pre - pandemic and the effect of additional conversions 17 center acquisitions – 5 acquisitions opened – 9 acquisitions signed or under LOI 9 new builds – 4 new builds have already opened – 2 new builds under construction and expected to open in early CY Q 4 Chain acquisition of Bowl America consummated 8 / 16 / 2021 adding 17 centers to the portfolio, 16 on owned real estate Media segment growth driven by PBA Note: $ in millions 1 Adjusted EBITDA as defined by credit agreement. Pro forma adjustments include real estate and property tax credit agreement adjustment, cost savings initiatives, and other non - recurring items; 2 Includes 4 new builds that have already opened and have two more to open in 3 months Increase in guidance

 

 

($ ‘000s) Three months ending June 27, 2021 Twelve months ending June 27, 2021 Cash balances, beginning of period $166,569 $140,705 Operating activities, net 1 54,364 84,532 Business Interruption Insurance Proceeds - 20,187 Investing activities, net (18,488) (46,676) Financing activities, net (2,035) 34,805 Interest on debt (13,317) (46,460) Cash balances, June 27, 2021 $187,093 $187,093 22 Strong cash generations from operations strengthened our financial position and provided increased flexibility x $54mm of cash generated from operations in Q4 FY2021 x $33mm of permanent annualized savings through reduced costs x $58mm in reduced capital expenditures Note: FY as of 6/30 1 Excludes Business Interruption Insurance Proceeds and Interest Payments on debt and includes effect of exchange rates on cash. See Appendix for reconciliation of this non - GAAP cash measure to cash provided by operating activities, net

 

 

FY '18A FY '19A Feb '20 FY '20A FY '21A FY '22E TT M r u n - rate $955 $878 $910 $817 $746 $666 $614 $518 $386 CY '22E FY '23E CY '23E 23 Consolidated long term growth forecast R E V EN U E COVID impacted period Recovered business A D JU S T E D E B IT D A UNLEVERED FREE CASH FLOW 1 Note: $ in millions; FY as of 6/30; See Appendix for definition of Adjusted EBITDA, which is a non - GAAP measure, and a reconciliation to the GAAP measure 1 Calculated as EBITDA – total capex; Includes real estate purchases, acquisition of centers, proceeds from sale/leaseback and proceeds from tenant allowances 2 Calculated as (EBITDA – corporate & maintenance capex) / EBITDA FY '18A FY '19A Feb '20 FY '20A FY '21A FY '22E TT M r u n - rate $167 $187 $201 $161 $92 $267 $285 $295 $307 CY '22E FY '23E CY '23E % conversion 49% 70% 33% 30% 52% 43% 45% 46% 47% % conversion (excluding growth capex) 2 90% 87% 88% 85% 78% 92% 92% 92% 91% % margin 27% 28% 27% 31% 24% 33% 32% 32% 32% FY '18A FY '19A Feb '20 FY '20A FY '21A FY '22E TT M r u n - rate $81 $131 $66 $48 $48 $114 $128 $136 $144 CY '22E FY '23E CY '23E

 

 

24 Global expansion represents a significant opportunity to further accelerate growth Bowlero’s powerful brands are primed for monetization Global expansion through international licensing provides opportunity for stable, high - margin revenues Bowling is a fast - growing sport internationally and has significant appeal in many markets such as Australia, Brazil, England, Germany, Indonesia, Japan, Mexico, the Middle East, Poland and South Korea Ability to license the brand for international use by country, region and city Significant international growth could be achieved through a combination of acquisition and licensing With the right operating partner in place, significant economics can be earned with low/ no - investment from Bowlero

 

 

F as t g r o wi n g PB A d i v e r si f i e s a n d r e i n f o r c e s b usi n e s s mo de l Premier Sponsors Over 70 hours / year of original first - run linear programming $3mm+ dollar media rights contract with Fox Sports $550k+ in additional media rights fees from CBS Sports Network and OTT platform, FloBowling Largest viewing audience in history with over 23M in 2020 despite COVID - related production limitations (e.g., no live audience) Opportunity to expand through acquisitions in the niche sports media space Projected to achieve $5mm of EBITDA by 2023 25

 

 

Innovation in sports betting and digital gaming to elevate in - center experience and drive upside Partnered with Bettorview, a digital signage solution with the ability to enhance in - venue promotions on screens Monetize the legal online sports betting industry via performance - based agreements with multiple sportsbook operators First hospitality company to brand an esports game Connects 40mm Skillz players worldwide with Bowlero’s ~300 bowling centers Allows players to compete for cash prizes and free games at Bowlero centers, driving incremental traffic 26 G A M IN G SP ON S O R S HIP S WITH BETTORVIEW SPORTS BETTING AND D I GI T A L G AM IN G International virtual tournaments in partnership with Lane Talk app Bowlers worldwide can enter the tournament remotely at their local bowling center Chance to win a portion of the $50,000 prize pool R U M BL E Developing an app that will allow bowlers to compete in skills - based challenges for real world prizes at integrated bowling centers worldwide Opportunity to add additional engagement while increasing dwell time and revenue IN - CE N TE R G A M IN G

 

 

Proven, proprietary technology drives continuous operational improvement QMS enables businesses to consistently access available operating leverage and drive better, more predictable performance 27 Management SaaS platform powered by a multilayered algorithm Developed in - house to optimize the management of Company’s diverse store portfolio Utilizes data aggregation and analysis to identify areas of opportunity to drive performance improvements across the P&L Creates a culture of highly transparent, data - driven management which informs compensation and organizational decisions Potential for 3rd party monetization

 

 

T ra n s a c t i o n overview

 

 

Transaction summary 29 Source: Bowlero management; Public filings Note: Assumes no new debt issuance; Cash to company balance sheet includes preferred equity paydown of $139mm and remaining balance for debt paydown or cash to balance sheet; Assumes current net debt of $735mm (excluding preferred); SPAC public shares include public warrants; Sponsor shares include private placement warrants; Excludes EIP and ESPP in pro forma ownership calculation; Assumes no redemptions; Standalone balance sheet figures as of February 28, 2021 1 Assumes CY2022E EBITDA of $285mm; See Appendix for definition of Adjusted EBITDA, which is a non - GAAP measure, and a reconciliation to the GAAP measure 2 Includes $100mm FPA in private placement; 3 Includes $39mm transaction bonus for Bowlero management ($25mm in cash, $14mm in stock), ratio subject to change; 4 Excludes dilution from warrants; 5 Q3 FY2021 PF net debt and preferred of $863mm based on standalone net debt and existing preferred equity of $873mm less primary proceeds of $211mm plus $105mm exchange of common equity for convertible preferred and issuance of $95mm convertible preferred for cash; 6 Excludes FPA warrants with an exercise price of $11.50; 7 Excludes an earnout equivalent to 20.75mm shares issued to the Company shareholders triggered in two parts equally at prices of $15.00 and $17.50 per share; 8 Outright forfeiture of 0.81mm sponsor shares; 5.4mm private placement warrants not subject to forfeiture; Forfeited shares to be transferred to existing shareholders; Excludes 1.61mm sponsor shares and 1.62mm private placement warrants subject to vesting conditions where 0.81mm shares and warrants vested when share price >$15.00 and 0.81mm shares and warrants vested when share price >$17.50; Up to 1.34mm of sponsor shares are subject to forfeiture pro rata with the first $80mm of redemptions; 9 Represents stock portion of $39mm transaction bonus for Bowlero management ($14mm in stock), ratio subject to change Sources SPAC cash in trust (assuming no redemptions) $255 PIPE 250 2 Exchange common equity for convertible preferred 105 Convertible preferred issued for cash 95 Company stockholders rollover 1,195 7 Management transaction bonus (stock portion) 9 14 T o t al so ur c e s $1 , 9 1 4 Uses Equity consideration to company stockholders $1,195 7 Cash consideration to company stockholders 309 Exchange common equity for convertible preferred 105 Cash to balance sheet and debt/preferred paydown 211 Transaction expenses (incl. management transaction bonus) Total uses 94 3 $1,914 Illustrative capitalization @ $10 per share 4 Pro forma implied enterprise value $2 , 6 1 6 863 Pro forma net debt and preferred 5 P r o fo r m a i m pli e d m a r ke t ca p i ta l i z a t ion $1 , 7 5 3 x $2,474mm pre - transaction enterprise value ($2,616 pro forma enterprise value) x Implies 9.2x post - money FV / CY2022E adjusted EBITDA 1 x Bowlero stockholders receive $309mm in cash x $211mm cash to balance sheet and debt/preferred paydown x $95mm issuance of convertible preferred equity for cash x Bowlero management will continue to operate the business post - closing x Transaction expected to close in Q3 2021 Ex i st i ng Bo wle ro s hareho lde rs 7 68.1% P I P E s hares 8.6% S PAC s hares 14.5% 2.3% Pro forma ownership @ $10 per share (%) 4 (assumes no conversion of convertible preferred equity) Sp on s or s hares 8 Forward purchase agreement 5.7% 6 Mana geme nt stoc k b on u s 9 0.8%

 

 

O v e r v i e w o f I S O S A c q u isi t i o n C o r p Summary of ISOS IPO Backed by leading institutional investors Premier institutional support A n c h or inv e s t ors Underwriters (Fully committed FPA) IPO date: March 3 rd , 2021 O f f erin g s i z e: $255mm, including over - allotment • Upsized from initial $200mm size U n i t s o f f er e d: 25.5mm units consisting of one Class A ordinary share and 1/3 of 1 warrant ($11.50 per share) O r d e r bo ok: Over 7.0x+ oversubscribed S h a r e h o l d e r base: 150+ high quality institutional investors 30

 

 

ISOS team overview 31 George Barrios Co - CEO ▪ Award winning C - suite executive with proven track record of creating shareholder value in public markets ▪ Named Top 3 Media CFO by Institutional Investor in 2017 Michelle Wilson Co - CEO ▪ Forbes’ and Sports Illustrated’s 10 Most Influential and Powerful Women in Sports in 2018 and 2013 ▪ Proven track record in brand building, growth of established businesses, innovation and creation of new entities ▪ Previously WWE co - president & board member ▪ Led global license product strategy and domestic sales at the NBA Winston Meade Managing Director ▪ 20+ years of M&A experience as an investment banker ▪ Focused on TMT sector for over 10 years ▪ Advised on over $100bn of domestic and cross - border transactions

 

 

32 Investment thesis Bowlero: A premium consumer experience with opportunity for significant value creation Industry leader in massive addressable market of $11bn 1 for bowling and $100bn+ 2 for out - of - home entertainment Highly profitable business model with industry leading operating metrics Multiple growth levers for expansion within existing and emerging businesses 1 Gl o b e N e wswir e 2 PWC Global Entertainment & Media Outlook 2019 - 2023, IAAPA Global Theme and Amusement Park Outlook: 2019 - 2023 INDUSTRY LEADER WELL - POSITIONED Well - positioned to benefit from secular shift in consumer spending to experiential ESTABLISHED BLUEPRINT Established blueprint for in - market acquisitions and enhanced monetization EXPANSION MANAGEMENT Best in class management team to execute the plan HIGHLY PROFITABLE

 

 

Appendix

 

 

Non - GAAP Reconciliations Note: $ in millions; FY as of 6/30 1 The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID - 19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period. 2 The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated. 3 The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre - opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run - off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in the case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved within 24 months of the undertaking. 4 The adjustment for extraordinary unusual non - recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non - recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order. 34 F u l l Y ea r ($MM) FY2021A Net (loss) income ($126) Adjustments: Interest expense 89 Income tax expense (benefit) (1) Depreciation and amortization 92 Share - based compensation 3 Closed center EBITDA 1 4 Foreign currency exchange (gain) loss (0) Asset disposition loss (gain) (0) Transactional and other advisory costs 2 11 Charges attributed to new initiatives 3 1 Extraordinary unusual non - recurring losses (gains) 4 (19) Contra rent expense (5) Realized EBITDA $48 Non - income other taxes 21 Optimization run - rate savings 15 De novo adjustment 11 Renovated facility adjustment 11 Adjusted EBITDA $105

 

 

Non - GAAP Reconciliations (Cont’d) Note: $ in millions; FY as of 6/30 1 The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID - 19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period. 2 The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated. 3 The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre - opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run - off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in the case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved within 24 months of the undertaking. 4 The adjustment for extraordinary unusual non - recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non - recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order. 35 Q4 ($MM) FY2019A FY2021A Net (loss) income ($16) ($13) Adjustments: Interest expense 15 23 Income tax expense (benefit) 2 (1) Depreciation and amortization 26 24 Share - based compensation 1 1 Closed center EBITDA 1 (3) 2 Foreign currency exchange (gain) loss 0 (0) Asset disposition loss (gain) 3 0 Transactional and other advisory costs 2 1 7 Charges attributed to new initiatives 3 0 0 Extraordinary unusual non - recurring losses (gains) 4 2 1 Contra rent expense (6) 1 Realized EBITDA $24 $43 SG&A expense 22 20 Media & Other income 1 1 Center EBITDA $46 $63 Cash rent expense 19 14 Center EBITDAR $65 $77

 

 

Non - GAAP Reconciliations (Cont’d) 36 ($ ‘000s) Three months ending June 27, 2021 Twelve months ending June 27, 2021 Net cash provided by operating activities $41,091 $58,232 Business Interruption Insurance proceeds 0 (20,187) Interest on debt 13,317 46,460 Effect of exchange rates on cash 44 27 Operating activities, net $54,364 $84,532 Note: FY as of 6/30

 

 

T H A N K Y O U

 



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