UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-40142
| |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| 98-1632024 | |||||||||||
| (State or other jurisdiction of | (I.R.S. Employer | ||||||||||
| Mechanicsville, Virginia | |||||||||||
| (Address of Principal Executive | (Zip Code) | ||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| Class A par value $0.0001 per share | ||||||||||
| BOWL | The New York Stock Exchange | |||||||||
Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Accelerated filer | ☐ | ||||||||||
| ☒ | Smaller reporting company | ☐ | ||||||||||
| ☒ | ||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):. Yes ☒☐ No ☐
AsThe registrant had outstanding 109,787,558 shares of Class A common stock, 55,911,203 shares of Class B common stock, and 200,000 shares of Series A preferred stock as of November 15, 2021, there were 25,483,700 Class A ordinary shares, par value $0.0001 per share, and 6,370,925 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.
ISOS ACQUISITION CORPORATION
FORM 10-Q FOR THE QUARTER ENDED September 30, 2021
TABLE OF CONTENTS
| Page | |||||||||||
| Item 1. | Financial Statements | ||||||||||
| Condensed Consolidated Balance Sheets (unaudited) | |||||||||||
| Condensed Consolidated Statements of Operations (unaudited) | |||||||||||
| Condensed Consolidated Statements of Changes in | |||||||||||
| Condensed | |||||||||||
| Index for Notes to Condensed Consolidated Financial Statements (unaudited) | |||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | ||||||||||
| Item 4. | |||||||||||
| Part II - Other Information | |||||||||||
| Item 1. | Legal Proceedings | ||||||||||
| Item 1A. | Risk Factors | ||||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||||||||
| Item 6. | |||||||||||
| October 2, 2022 | July 3, 2022 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 110,361 | $ | 132,236 | |||||||
| Marketable securities | 2,935 | — | |||||||||
| Accounts and notes receivable, net of allowance for doubtful accounts of $527 and $504, respectively | 5,431 | 5,227 | |||||||||
| Inventories, net | 11,147 | 10,310 | |||||||||
| Prepaid expenses and other current assets | 14,488 | 12,732 | |||||||||
| Assets held-for-sale | 8,719 | 8,789 | |||||||||
| Total current assets | 153,081 | 169,294 | |||||||||
| Property and equipment, net | 577,260 | 534,721 | |||||||||
| Internal use software, net | 12,393 | 11,423 | |||||||||
| Property and equipment under capital leases, net | 261,618 | 262,703 | |||||||||
| Intangible assets, net | 92,119 | 92,593 | |||||||||
| Goodwill | 743,655 | 742,669 | |||||||||
| Other assets | 39,342 | 41,022 | |||||||||
| Total assets | $ | 1,879,468 | $ | 1,854,425 | |||||||
| Liabilities, Temporary Equity and Stockholders’ Deficit | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 40,265 | $ | 38,217 | |||||||
| Accrued expenses | 61,732 | 62,854 | |||||||||
| Current maturities of long-term debt | 5,834 | 4,966 | |||||||||
| Other current liabilities | 13,906 | 13,123 | |||||||||
| Total current liabilities | 121,737 | 119,160 | |||||||||
| Long-term debt, net | 878,243 | 865,090 | |||||||||
| Long-term obligations under capital leases | 398,223 | 397,603 | |||||||||
| Earnout liability | 251,779 | 210,952 | |||||||||
| Other long-term liabilities | 58,344 | 54,418 | |||||||||
| Deferred income tax liabilities | 14,906 | 14,882 | |||||||||
| Total liabilities | 1,723,232 | 1,662,105 | |||||||||
| Commitments and Contingencies (Note 10) | |||||||||||
| Temporary Equity | |||||||||||
| Series A preferred stock | 206,002 | 206,002 | |||||||||
| October 2, 2022 | July 3, 2022 | ||||||||||
| Stockholders’ Deficit | |||||||||||
| Class A common stock | $ | 11 | $ | 11 | |||||||
| Class B common stock | 6 | 6 | |||||||||
| Additional paid-in capital | 338,294 | 335,015 | |||||||||
| Treasury stock, at cost | (40,019) | (34,557) | |||||||||
| Accumulated deficit | (346,385) | (312,851) | |||||||||
| Accumulated other comprehensive loss | (1,673) | (1,306) | |||||||||
| Total stockholders’ deficit | (49,766) | (13,682) | |||||||||
| Total liabilities, temporary equity and stockholders’ deficit | $ | 1,879,468 | $ | 1,854,425 | |||||||
| Three Months Ended | |||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||
| Revenues | $ | 230,260 | $ | 180,978 | |||||||
| Costs of revenues | 165,202 | 126,868 | |||||||||
| Gross profit | 65,058 | 54,110 | |||||||||
| Operating (income) expenses: | |||||||||||
| Selling, general and administrative expenses | 32,494 | 21,415 | |||||||||
| Asset impairment | 84 | — | |||||||||
| Gain on sale or disposal of assets | (155) | (30) | |||||||||
| Other operating expense | 1,362 | 477 | |||||||||
| Total operating expense | 33,785 | 21,862 | |||||||||
| Operating profit | 31,273 | 32,248 | |||||||||
| Other expenses: | |||||||||||
| Interest expense, net | 23,570 | 22,928 | |||||||||
| Change in fair value of earnout liability | 40,760 | — | |||||||||
| Other expense | 48 | — | |||||||||
| Total other expense | 64,378 | 22,928 | |||||||||
| (Loss) income before income tax expense (benefit) | (33,105) | 9,320 | |||||||||
| Income tax expense (benefit) | 429 | (6,244) | |||||||||
| Net (loss) income | (33,534) | 15,564 | |||||||||
| Series A preferred stock dividends | (2,801) | (2,251) | |||||||||
| Net (loss) income attributable to common stockholders | $ | (36,335) | $ | 13,313 | |||||||
| Net (loss) income per share attributable to Class A and B common stockholders | |||||||||||
| Basic | $ | (0.22) | $ | 0.09 | |||||||
| Diluted | $ | (0.22) | $ | 0.09 | |||||||
| Weighted-average shares used in computing net loss per share attributable to common stockholders | |||||||||||
| Basic | 162,854,597 | 146,848,328 | |||||||||
| Diluted | 162,854,597 | 151,887,040 | |||||||||
| Three Months Ended | |||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||
| Net (loss) income | $ | (33,534) | $ | 15,564 | |||||||
| Other comprehensive (loss) income, net of income tax: | |||||||||||
| Unrealized loss on derivatives | — | (32) | |||||||||
| Reclassification to earnings | — | 2,202 | |||||||||
| Foreign currency translation adjustment | (367) | (164) | |||||||||
| Other comprehensive (loss) income | (367) | 2,006 | |||||||||
| Total comprehensive (loss) income | $ | (33,901) | $ | 17,570 | |||||||
| Redeemable Class A common stock | Series A preferred stock | Class A common Stock | Class B common Stock | Treasury stock | Additional Paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total stockholders’ equity (deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 27, 2021 | 2,069,000 | $ | 464,827 | 106,378 | $ | 141,162 | 3,842,428 | $ | 1 | — | $ | — | — | $ | — | $ | — | $ | (266,463) | $ | (9,404) | $ | (275,866) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retroactive application of recapitalization | 49,328,025 | — | 2,536,209 | — | 91,608,875 | 9 | — | — | — | — | — | (9) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 27, 2021 (retroactively stated for application of recapitalization) | 51,397,025 | $ | 464,827 | 2,642,587 | $ | 141,162 | 95,451,303 | $ | 10 | — | $ | — | — | $ | — | $ | — | $ | (266,472) | $ | (9,404) | $ | (275,866) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | — | — | 15,564 | — | 15,564 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | (164) | (164) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivatives | — | — | — | — | — | — | — | — | — | — | — | — | (32) | (32) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification to earnings | — | — | — | — | — | — | — | — | — | — | — | — | 2,202 | 2,202 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued dividends on pre-merger Series A preferred stock | — | — | — | 2,251 | — | — | — | — | — | — | (2,251) | — | — | (2,251) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of redeemable Class A common stock of Old Bowlero | — | 14,995 | — | — | — | — | — | — | — | — | (14,995) | — | — | (14,995) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | — | — | — | 801 | — | — | 801 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclass of negative APIC to accumulated deficit | — | — | — | — | — | — | — | — | — | — | 16,445 | (16,445) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 26, 2021 | 51,397,025 | $ | 479,822 | 2,642,587 | $ | 143,413 | 95,451,303 | $ | 10 | — | $ | — | — | $ | — | $ | — | $ | (267,353) | $ | (7,398) | $ | (274,741) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, July 3, 2022 | — | $ | — | 200,000 | $ | 206,002 | 110,395,630 | $ | 11 | 55,911,203 | $ | 6 | 3,430,667 | $ | (34,557) | $ | 335,015 | $ | (312,851) | $ | (1,306) | $ | (13,682) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | — | — | (33,534) | — | (33,534) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | — | — | — | — | (367) | (367) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 50,317 | — | — | — | — | — | 3,279 | — | — | 3,279 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock into Treasury stock | — | — | — | — | (468,103) | — | — | — | 468,103 | (5,462) | — | — | — | (5,462) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, October 2, 2022 | — | $ | — | 200,000 | $ | 206,002 | 109,977,844 | $ | 11 | 55,911,203 | $ | 6 | 3,898,770 | $ | (40,019) | $ | 338,294 | $ | (346,385) | $ | (1,673) | $ | (49,766) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||
| Operating activities | |||||||||||
| Net (loss) income | $ | (33,534) | $ | 15,564 | |||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Asset impairment | 84 | — | |||||||||
| Depreciation and amortization | 26,267 | 22,841 | |||||||||
| Gain on sale or disposal of assets, net | (155) | (30) | |||||||||
| Income from joint venture | (99) | (79) | |||||||||
| Amortization of deferred financing costs | 956 | 912 | |||||||||
| Amortization of deferred rent incentive | (567) | (442) | |||||||||
| Non-cash interest expense on capital lease obligation | 4,510 | 2,102 | |||||||||
| Amortization of deferred sale lease-back gain | (257) | (257) | |||||||||
| Deferred income taxes | — | (7,634) | |||||||||
| Share-based compensation | 3,648 | 801 | |||||||||
| Distributions from joint venture | 109 | — | |||||||||
| Change in fair value of earnout liability | 40,760 | — | |||||||||
| Change in fair value of marketable securities | (89) | — | |||||||||
| Changes in assets and liabilities, net of business acquisitions: | |||||||||||
| Accounts receivable and notes receivable, net | (205) | (2) | |||||||||
| Inventories | (824) | (948) | |||||||||
| Prepaids, other current assets and other assets | (915) | (3,021) | |||||||||
| Accounts payable and accrued expenses | (3,947) | (3,020) | |||||||||
| Other current liabilities | (1,125) | 1,898 | |||||||||
| Other long-term liabilities | 956 | 2,855 | |||||||||
| Net cash provided by operating activities | 35,573 | 31,540 | |||||||||
| Investing activities | |||||||||||
| Purchases of property and equipment | (44,709) | (60,073) | |||||||||
| Purchases of intangible assets | (17) | (1,289) | |||||||||
| Proceeds from sale of intangibles | — | 30 | |||||||||
| Purchase of marketable securities | (11,594) | — | |||||||||
| Proceeds from sale of marketable securities | 9,746 | — | |||||||||
| Acquisitions, net of cash acquired | (15,918) | (34,392) | |||||||||
| Net cash used in investing activities | (62,492) | (95,724) | |||||||||
| Three Months Ended | |||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||
| Financing activities | |||||||||||
| Repurchase of treasury stock | $ | (7,558) | $ | — | |||||||
| Proceeds from long-term debt | 15,350 | — | |||||||||
| Payment of long-term debt | (2,126) | (2,053) | |||||||||
| Payments for tax withholdings on share-based awards | (499) | — | |||||||||
| Construction allowance receipts | — | 1,145 | |||||||||
| Net cash provided by (used in) financing activities | 5,167 | (908) | |||||||||
| Effect of exchange rates on cash | (123) | 61 | |||||||||
| Net decrease in cash and equivalents | (21,875) | (65,031) | |||||||||
| Cash and cash equivalents at beginning of period | 132,236 | 187,093 | |||||||||
| Cash and cash equivalents at end of period | $ | 110,361 | $ | 122,062 | |||||||
Item 1.Notes to Condensed Consolidated Financial Statements
ISOS ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS
| September 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Cash | $ | 1,215,849 | $ | — | ||||
| Prepaid expenses | 205,477 | — | ||||||
| Deferred offering costs | — | 47,500 | ||||||
| Total current assets | 1,421,326 | 47,500 | ||||||
| Marketable securities held in Trust Account | 254,845,389 | — | ||||||
| Prepaid expenses, non-current | 79,110 | — | ||||||
| Total Assets | $ | 256,345,825 | $ | 47,500 | ||||
| Liabilities and Shareholders’ (Deficit) Equity | ||||||||
| Current liabilities: | ||||||||
| Accrued offering costs and expenses | $ | 220,963 | $ | 5,000 | ||||
| Due to related party | 1,000 | — | ||||||
| Promissory note - related party | — | 22,500 | ||||||
| Total current liabilities | 221,963 | 27,500 | ||||||
| Forward Purchase Agreement liability | 4,225,138 | — | ||||||
| Warrant liability | 19,233,202 | — | ||||||
| Deferred underwriting fees | 8,919,295 | — | ||||||
| Total liabilities | 32,599,598 | 27,500 | ||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Class A ordinary shares subject to possible redemption, 25,483,700 shares and 0 shares at redemption value, at September 30, 2021 and December 31, 2020, respectively | 254,844,389 | — | ||||||
| Shareholders’ (Deficit) Equity: | ||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
| Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 0 shares and 0 shares issued and outstanding (excluding 25,483,700 shares and 0 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively | — | — | ||||||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,370,925 shares and 6,468,750 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 637 | 647 | ||||||
| Additional paid-in capital | — | 24,353 | ||||||
| Accumulated deficit | (31,098,799 | ) | (5,000 | ) | ||||
| Total shareholders’ (deficit) equity | (31,098,162 | ) | 20,000 | |||||
| Total Liabilities and Shareholders’ (Deficit) Equity | $ | 256,345,825 | $ | 47,500 | ||||
The accompanying notes are an integral part(1) Description of these unaudited condensed financial statements.
ISOS ACQUISITION CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended September 30, 2021 | Nine months ended September 30, 2021 | |||||||
| General and administrative expenses | $ | 785,494 | $ | 1,260,847 | ||||
| Loss from Operations | (785,494 | ) | (1,260,847 | ) | ||||
| Other income (expense): | ||||||||
| Trust interest income | 3,848 | 7,389 | ||||||
| Warrant issuance costs | - | (638,847 | ) | |||||
| Unrealized loss on change in fair value of FPA | (2,208,594 | ) | (3,667,048 | ) | ||||
| Unrealized loss on change in fair value of warrants | (5,266,872 | ) | (811,507 | ) | ||||
| Total other expense | (7,471,618 | ) | (5,110,013 | ) | ||||
| Net loss | $ | (8,257,112 | ) | $ | (6,370,860 | ) | ||
| Basic and diluted weighted average shares outstanding, ordinary share subject to redemption | 25,483,700 | 19,454,853 | ||||||
| Basic and diluted net loss per ordinary share | $ | (0.26 | ) | $ | (0.26 | ) | ||
| Basic and diluted weighted average shares outstanding, ordinary share | 6,370,925 | 6,182,395 | ||||||
| Basic and diluted net loss per ordinary share | $ | (0.25 | ) | $ | (0.25 | ) | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
ISOS ACQUISITION CORPORATION
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(unaudited)
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance as of December 31, 2020 | - | $ | - | 6,468,750 | $ | 647 | $ | 24,353 | $ | (5,000 | ) | $ | 20,000 | |||||||||||||||
| Sale of 22,500,000 Units through initial public offering | 22,500,000 | 2,250 | - | - | 224,997,750 | - | 225,000,000 | |||||||||||||||||||||
| Sale of 2,983,700 Units through over-allotment | 2,983,700 | 298 | - | - | 29,836,702 | - | 29,837,000 | |||||||||||||||||||||
| Sale of 5,397,828 Private Placement Warrants to Sponsor in private placement | - | - | - | - | 8,096,742 | - | 8,096,742 | |||||||||||||||||||||
| Underwriting fee | - | - | - | - | (5,096,742 | ) | - | (5,096,742 | ) | |||||||||||||||||||
| Deferred underwriting fee | - | - | - | - | (8,919,295 | ) | - | (8,919,295 | ) | |||||||||||||||||||
| Offering costs charged to the shareholders’ equity | - | - | - | - | (479,680 | ) | - | (479,680 | ) | |||||||||||||||||||
| Initial classification of warrant liability | - | - | - | - | (18,421,695 | ) | - | (18,421,695 | ) | |||||||||||||||||||
| Reclassification of offering costs related to warrants | - | - | - | - | 638,847 | - | 638,847 | |||||||||||||||||||||
| Initial classification of FPA liability | - | - | - | - | (53,954 | ) | - | (53,954 | ) | |||||||||||||||||||
| Forfeiture of founder shares | - | - | (97,825 | ) | (10 | ) | 10 | - | - | |||||||||||||||||||
| Net loss | - | - | - | - | - | (916,888 | ) | (916,888 | ) | |||||||||||||||||||
| Change in Class A ordinary shares subject to possible redemption | (25,483,700 | ) | (2,548 | ) | - | - | (230,623,038 | ) | (24,211,414 | ) | (254,837,000 | ) | ||||||||||||||||
| Balance as of March 31, 2021 (restated) | - | $ | - | 6,370,925 | $ | 637 | $ | - | $ | (25,133,302 | ) | $ | (25,132,665 | ) | ||||||||||||||
| Net income | - | - | - | - | - | 2,803,140 | 2,803,140 | |||||||||||||||||||||
| Change in Class A ordinary shares subject to possible redemption | - | - | - | - | - | (3,541 | ) | (3,541 | ) | |||||||||||||||||||
| Balance as of June 30, 2021 (restated) | - | $ | - | 6,370,925 | $ | 637 | $ | - | $ | (22,333,703 | ) | $ | (22,333,066 | ) | ||||||||||||||
| Net loss | - | - | - | - | - | (8,257,112 | ) | (8,257,112 | ) | |||||||||||||||||||
| Initial classification of FPA liability | - | - | - | - | (504,136 | ) | - | (504,136 | ) | |||||||||||||||||||
| Change in Class A ordinary shares subject to possible redemption | - | - | - | - | 504,136 | (507,984 | ) | (3,848 | ) | |||||||||||||||||||
| Balance as of September 30, 2021 | - | $ | - | 6,370,925 | $ | 637 | $ | - | $ | (31,098,799 | ) | $ | (31,098,162 | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
ISOS ACQUISITION CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
| For the nine months ended September 30, 2021 | ||||
| (unaudited) | ||||
| Cash flows from Operating Activities: | ||||
| Net loss | $ | (6,370,860 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Trust interest income | (7,389 | ) | ||
| Unrealized loss on change in fair value of FPA | 3,667,048 | |||
| Unrealized gain on change in fair value of warrants | 811,507 | |||
| Warrant issuance costs | 638,847 | |||
| Changes in current assets and current liabilities: | ||||
| Prepaid assets | (284,587 | ) | ||
| Accrued offering cost and expenses | 366,230 | |||
| Due to related party | 1,000 | |||
| Net cash used in operating activities | (1,178,204 | ) | ||
| Cash Flows from Investing Activities: | ||||
| Investment held in Trust Account | (254,838,000 | ) | ||
| Net cash used in investing activities | (254,838,000 | ) | ||
| Cash flows from Financing Activities: | ||||
| Proceeds from Initial Public Offering, net of underwriters’ fees | 249,740,258 | |||
| Proceeds from private placement | 8,096,742 | |||
| Repayment of promissory note to related party | (125,267 | ) | ||
| Payments of offering costs | (479,680 | ) | ||
| Net cash provided by financing activities | 257,232,053 | |||
| Net change in cash | 1,215,849 | |||
| Cash, beginning of the period | - | |||
| Cash, end of the period | $ | 1,215,849 | ||
| Supplemental disclosure of noncash investing and financing activities: | ||||
| Deferred underwriting commissions charged to additional paid in capital | $ | 8,919,295 | ||
| Initial value of Class A ordinary shares subject to possible redemption | $ | 254,837,000 | ||
| Change in value of Class A ordinary shares subject to possible redemption | $ | 7,389 | ||
| Forfeiture of founder shares | $ | 10 | ||
| Deferred offering costs paid by Sponsor loan | $ | 102,767 | ||
| Initial classification of warrant liability | $ | 18,421,695 | ||
| Initial classification of FPA liability | $ | 558,090 | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
ISOS ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1 - Organization and Business Operations
Organization and General
Isos Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). On July 1, 2021, the Company entered into a business combination agreement (the “BCA”) with Bowlero Corp. (“Bowlero”) pursuant to which Bowlero will merge with and into the Company (as described below).
The Company’s sponsor is Isos Acquisition Sponsor LLC,, a Delaware limited liability company (the “Sponsor”).
The Company has selected December 31 as its fiscal year end.
As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 29, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO, the search for a prospective Business Combinationcorporation, and its negotiation ofsubsidiaries (referred to herein as , the Business Combination Agreement. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash“Company, “Bowlero”, “we,” “us” and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability and FPA as other income (expense).
On July 1, 2021, the Company (which shall transfer by way of continuation to and domesticate as a Delaware corporation) entered into the Business Combination Agreement with Bowlero,“our”) are the world’s largest owner and operator of bowling entertainment centers.
Financing
The registration statement for the Company’s IPO was declared effective on March 2, 2021 (the “Effective Date”). On March 5, 2021, the Company consummated the IPO of 22,500,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceedssame business of $225,000,000, which is discussed in Note 4, and incurred $4,500,000 in cash underwriting fees and $7,875,000 in deferred underwriting fees.
Simultaneously with the closing of the IPO, the Company consummated the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor and LionTree Partners LLC, generating gross proceeds of $7,500,000, which is discussed in Note 5.
The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if any. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 2,983,700 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $29,837,000, and incurred $596,742 in cash underwriting fees and $1,044,295 in deferred underwriting fees.
Transaction costs amounted to $14,495,717 consisting of $5,096,742 of underwriting fees, $8,919,295 of deferred underwriting fees, and $479,680 of other offering costs.
Trust Account
Following the closing of the IPO on March 5, 2021 and the underwriters’ partial exercise of their over-allotment option on March 10, 2021, $254,837,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants and $1,000 overfunded by the Sponsor was placed in a Trust Account, which can only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. $1,000 was overfunded by the Sponsor.
The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (iii) the redemption of the public shares if the Company has not consummated an initial Business Combination within the Combination Period, subject to applicable law.
Initial Business Combination
The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
The Class A ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor and the Company’s founding team have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares (as described in Note 6) and any public shares purchased during or after the IPO in connection with (i) the completion of the initial Business Combination and (ii) a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity. Additionally, the Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor and each member of the founding team have agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lessor of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not asked the Sponsor to reserve for such indemnification obligations, or has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations.
Liquidity and Capital Resources
As of September 30, 2021, the Company had approximately $1.2 million in its operating bank account and working capital of approximately $1.2 million.
Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the purchase of founder shares (see Note 6), and a loan under an unsecured promissory note from the Sponsor of $125,267 (see Note 6). The promissory note from the Sponsor was paid in full on March 15, 2021. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.
In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, paying for travel expenditures, and consummating the Business Combination with Bowlero.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or consummation of Bowlero transaction, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Restatement of Previously Issued Financial Statements
In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration the requirement of the Company’s memorandum and articles of association that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares and determined that the Class A ordinary shares issued during the IPO and pursuant to the exercise of the underwriters’ over-allotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being classified as temporary equity in its entirety. As a result, management has recorded a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.
In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.
Other than a change in amounts classified in temporary and permanent equity and adjustments to earnings per share, there has been no other changes in the Company’s total assets, liabilities or operating results as a result of this reclassification.
The impact of the restatement on the Company’s financial statements is reflected in the following table.
| As Previously Reported | Adjustments | As Restated | ||||||||||
| Balance Sheet at March 5, 2021 (audited) | ||||||||||||
| Class A ordinary shares subject to possible redemption | $ | 198,014,150 | $ | 26,985,850 | $ | 225,000,000 | ||||||
| Class A ordinary shares | 270 | (270 | ) | - | ||||||||
| Additional paid-in capital | 5,591,050 | (5,591,050 | ) | - | ||||||||
| Accumulated deficit | $ | (591,962 | ) | $ | (21,394,530 | ) | $ | (21,986,492 | ) | |||
| Balance Sheet at March 31, 2021 | ||||||||||||
| Class A ordinary shares subject to possible redemption | $ | 224,704,330 | $ | 30,132,670 | $ | 254,837,000 | ||||||
| Class A ordinary shares | 301 | (301 | ) | - | ||||||||
| Additional paid-in capital | 5,920,955 | (5,920,955 | ) | - | ||||||||
| Accumulated deficit | $ | (921,888 | ) | $ | (24,211,414 | ) | $ | (25,133,302 | ) | |||
| Statement of Operations for the three months March 31, 2021 | ||||||||||||
| Basic and diluted weighted average shares outstanding, ordinary shares subject to redemption | 5,720,409 | 1,475,788 | 7,196,197 | |||||||||
| Basic and diluted net income (loss) per share | $ | 0.00 | $ | (0.07 | ) | $ | (0.07 | ) | ||||
| Basic and diluted weighted average shares outstanding, ordinary shares | 7,846,713 | (2,047,664 | ) | 5,799,049 | ||||||||
| Basic and diluted net loss per share | $ | (0.12 | ) | $ | 0.05 | $ | (0.07 | ) | ||||
| Statement of Cash Flows for the three months March 31, 2021 | ||||||||||||
| Initial value of Class A ordinary shares subject to possible redemption | $ | 198,014,150 | $ | 56,822,850 | $ | 254,837,000 | ||||||
| Change in value of Class A ordinary shares subject to possible redemption | $ | 26,690,180 | $ | (26,690,180 | ) | $ | - | |||||
| Balance Sheet at June 30, 2021 | ||||||||||||
| Class A ordinary shares subject to possible redemption | $ | 227,507,470 | $ | 27,333,071 | $ | 254,840,541 | ||||||
| Class A ordinary shares | 273 | (273 | ) | - | ||||||||
| Additional paid-in capital | 3,117,843 | (3,117,843 | ) | - | ||||||||
| Accumulated deficit | $ | 1,881,252 | $ | (24,214,955 | ) | $ | (22,333,703 | ) | ||||
| Statement of Operations for the three months ended June 30, 2021 | ||||||||||||
| Basic and diluted weighted average shares outstanding, ordinary shares subject to redemption | 22,470,433 | 3,013,267 | 25,483,700 | |||||||||
| Basic and diluted net income per share | $ | 0.00 | $ | 0.09 | $ | 0.09 | ||||||
| Basic and diluted weighted average shares outstanding, ordinary shares | 9,384,192 | (3,013,267 | ) | 6,370,925 | ||||||||
| Basic and diluted net income per share | $ | 0.30 | $ | (0.21 | ) | $ | 0.09 | |||||
| Statement of Operations for the six months ended June 30, 2021 | ||||||||||||
| Basic and diluted weighted average shares outstanding, ordinary shares subject to redemption | 14,141,692 | 2,248,774 | 16,390,466 | |||||||||
| Basic and diluted net income per share | $ | 0.00 | $ | 0.08 | $ | 0.08 | ||||||
| Basic and diluted weighted average shares outstanding, ordinary shares | 8,619,700 | (2,533,133 | ) | 6,086,567 | ||||||||
| Basic and diluted net income per share | $ | 0.22 | $ | (0.14 | ) | $ | 0.08 | |||||
| Statement of Cash Flows for the six months ended June 30, 2021 | ||||||||||||
| Initial value of Class A ordinary shares subject to possible redemption | $ | 224,704,330 | $ | 30,132,670 | $ | 254,837,000 | ||||||
| Change in value of Class A ordinary shares subject to possible redemption | $ | 2,803,140 | $ | (2,799,599 | ) | $ | 3,541 | |||||
Note 3 - Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presentedhave been prepared in U.S. dollars in conformityaccordance with accounting principlesU.S. generally accepted in the United States of Americaaccounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC.Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of thecertain information and footnotes required by GAAP.footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, the unaudited condensedthese financial statements reflectcontain all adjustments, which include onlyconsisting of normal recurring adjustmentsaccruals, necessary forto present fairly the fair statementfinancial position, results of the balancesoperations and resultscash flows for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.
The accompanying unaudited condensedindicated. Our quarterly financial statementsdata should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended July 3, 2022, included in theour Annual Report on Form 8-K and the final prospectus10-K as filed by the Company with the SEC on March 12,September 15, 2022.
| October 2, 2022 | September 26, 2021 | ||||||||||
| Interest expense reclassified from AOCI into net loss | $ | — | $ | 2,202 | |||||||
Status:
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by theFurther, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’sour financial statements with those of another public company whichthat is neither an emerging growth company nor an emerging growth company whichthat has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use
| Three Months Ended | |||||||||||||||||||||||
| October 2, 2022 | % of revenues | September 26, 2021 | % of revenues | ||||||||||||||||||||
| Major revenue categories: | |||||||||||||||||||||||
| Bowling | $ | 115,327 | 50.1 | % | $ | 92,610 | 51.2 | % | |||||||||||||||
| Food and beverage | 79,023 | 34.3 | % | 60,245 | 33.3 | % | |||||||||||||||||
| Amusement | 30,809 | 13.4 | % | 23,711 | 13.1 | % | |||||||||||||||||
| Media | 5,101 | 2.2 | % | 4,412 | 2.4 | % | |||||||||||||||||
| Total revenues | $ | 230,260 | 100.0 | % | $ | 180,978 | 100.0 | % | |||||||||||||||
| Identifiable assets acquired and liabilities assumed | Total | |||||||||||||||||||
| Current assets | $ | 14 | ||||||||||||||||||
| Property and equipment | 14,055 | |||||||||||||||||||
| Capital lease asset | 1,860 | |||||||||||||||||||
| Identifiable intangible assets | 1,020 | |||||||||||||||||||
| Goodwill | 1,326 | |||||||||||||||||||
| Total assets acquired | 18,275 | |||||||||||||||||||
| Current liabilities | (497) | |||||||||||||||||||
| Capital lease liability | (1,860) | |||||||||||||||||||
| Total liabilities assumed | (2,357) | |||||||||||||||||||
| Total fair value, net of cash acquired of $16 | $ | 15,918 | ||||||||||||||||||
| Components of consideration transferred | ||||||||||||||||||||
| Cash | $ | 15,218 | ||||||||||||||||||
| Holdback | 700 | |||||||||||||||||||
| Total consideration transferred | $ | 15,918 | ||||||||||||||||||
| Transaction expenses included in “other operating expense” in the condensed consolidated statement of operations for the period ended October 2, 2022 | $ | 149 | ||||||||||||||||||
| Balance as of July 3, 2022 | $ | 742,669 | |||
| Goodwill resulting from acquisitions during the first quarter | 1,326 | ||||
| Adjustments to preliminary fair values for prior year acquisitions | (340) | ||||
| Balance as of October 2, 2022 | $ | 743,655 | |||
| October 2, 2022 | July 3, 2022 | ||||||||||||||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | ||||||||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||||||||
| AMF trade name | $ | 9,900 | $ | (8,758) | $ | 1,142 | $ | 9,900 | $ | (8,593) | $ | 1,307 | |||||||||||||||||||||||
| Other acquisition trade names | 1,880 | (784) | 1,096 | 1,761 | (651) | 1,110 | |||||||||||||||||||||||||||||
| Customer relationships | 21,862 | (15,002) | 6,860 | 21,112 | (13,989) | 7,123 | |||||||||||||||||||||||||||||
| Management contracts | 1,800 | (1,515) | 285 | 1,800 | (1,443) | 357 | |||||||||||||||||||||||||||||
| Non-compete agreements | 2,601 | (1,173) | 1,428 | 2,450 | (1,067) | 1,383 | |||||||||||||||||||||||||||||
| PBA member, sponsor & media relationships | 1,400 | (544) | 856 | 1,400 | (504) | 896 | |||||||||||||||||||||||||||||
| Other intangible assets | 921 | (185) | 736 | 921 | (133) | 788 | |||||||||||||||||||||||||||||
| 40,364 | (27,961) | 12,403 | 39,344 | (26,380) | 12,964 | ||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||||||||
| Liquor licenses | 9,716 | — | 9,716 | 9,629 | — | 9,629 | |||||||||||||||||||||||||||||
| PBA trade name | 3,100 | — | 3,100 | 3,100 | — | 3,100 | |||||||||||||||||||||||||||||
| Bowlero trade name | 66,900 | — | 66,900 | 66,900 | — | 66,900 | |||||||||||||||||||||||||||||
| 79,716 | — | 79,716 | 79,629 | — | 79,629 | ||||||||||||||||||||||||||||||
| $ | 120,080 | $ | (27,961) | $ | 92,119 | $ | 118,973 | $ | (26,380) | $ | 92,593 | ||||||||||||||||||||||||
| Three Months Ended | |||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||
| Amortization expense | $ | 1,582 | $ | 1,432 | |||||||
| October 2, 2022 | July 3, 2022 | ||||||||||
| Land | $ | 78,992 | $ | 77,006 | |||||||
| Buildings and improvements | 79,999 | 69,219 | |||||||||
| Leasehold improvements | 357,118 | 349,534 | |||||||||
| Equipment, furniture, and fixtures | 409,071 | 375,780 | |||||||||
| Construction in progress | 24,507 | 15,638 | |||||||||
| 949,687 | 887,177 | ||||||||||
| Accumulated depreciation | (372,427) | (352,456) | |||||||||
| Property and equipment, net of accumulated depreciation | $ | 577,260 | $ | 534,721 | |||||||
| Three Months Ended | |||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||
| Depreciation expense | $ | 20,339 | $ | 16,892 | |||||||
| Three Months Ended | |||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||
| Operating Leases | |||||||||||
| Rent expense | $ | 14,790 | $ | 15,284 | |||||||
| Capital Leases | |||||||||||
| Interest expense | $ | 10,361 | $ | 9,520 | |||||||
| Amortization expense | 3,095 | 3,236 | |||||||||
| Total capital lease cost | $ | 13,456 | $ | 12,756 | |||||||
| October 2, 2022 | July 3, 2022 | ||||||||||
| Customer deposits | $ | 16,272 | $ | 10,728 | |||||||
| Taxes and licenses | 10,843 | 11,568 | |||||||||
| Compensation | 10,559 | 15,746 | |||||||||
| Insurance | 5,368 | 5,229 | |||||||||
| Utilities | 4,956 | 4,185 | |||||||||
| Deferred revenue | 4,347 | 6,384 | |||||||||
| Deferred rent | 2,888 | 3,252 | |||||||||
| Professional fees | 2,541 | 3,062 | |||||||||
| Interest | 514 | 498 | |||||||||
| Other | 3,444 | 2,202 | |||||||||
| Total accrued expenses | $ | 61,732 | $ | 62,854 | |||||||
| October 2, 2022 | July 3, 2022 | ||||||||||
| First Lien Credit Facility Term Loan (Maturing July 3, 2024 and bearing variable rate interest; 6.62% and 5.17% at October 2, 2022 and July 3, 2022, respectively) | $ | 788,218 | $ | 790,271 | |||||||
| Revolver (Maturing April 4, 2024 and bearing variable rate interest; 5.63% and 4.13% at October 2, 2022 and July 3, 2022, respectively) | 86,434 | 86,434 | |||||||||
| Other Equipment Loan (Maturing August 19, 2029 and bearing a fixed interest rate; 6.24%) | 15,277 | — | |||||||||
| 889,929 | 876,705 | ||||||||||
| Less: | |||||||||||
| Unamortized financing costs | (5,852) | (6,649) | |||||||||
| Current portion of unamortized financing costs | 3,284 | 3,245 | |||||||||
| Current maturities of long-term debt | (9,118) | (8,211) | |||||||||
| Total long-term debt | $ | 878,243 | $ | 865,090 | |||||||
Marketable securities heldEarnout Shares in Trust Account
At September 30, 2021, the assets held in the Trust Account were substantially held in mutual funds comprised of U.S. Treasury Bills, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in Trust interest incomefuture periods will be recognized in the statement of operations. The estimated fair values of investments held inThose Earnout Shares not classified as a liability are classified as equity compensation to employees and recognized as compensation expense on a straight-line basis over the Trust Account are determined using available market information.
(12) Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier
| October 2, 2022 | July 3, 2022 | ||||||||||
| Carrying value | $ | 889,929 | $ | 876,705 | |||||||
| Fair value | 859,558 | 841,637 | |||||||||
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The fair value of our debt is estimated based on trading levels of lenders buying and selling their participation levels of funding (Level 2).
The Company’s Private Placement Warrants liability and forward purchase agreements (FPA) liability are based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and FPA liability is classified as level 3. See Note 7 for additional information on assets and liabilities measured at fair value.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Ordinary Shares Subject to Possible Redemption
All of the 25,483,700 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital to the extent available and accumulated deficit.
Net Loss Per Ordinary Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 13,892,395 ordinary shares issuable upon exercise of outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:
| For the Three Months Ended September 30, 2021 | For the Nine Months Ended September 30, 2021 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic and diluted net loss per share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | (6,605,690 | ) | $ | (1,651,422 | ) | $ | (4,834,534 | ) | $ | (1,536,326 | ) | ||||
| Denominator: | ||||||||||||||||
| Weighted-average shares outstanding | 25,483,700 | 6,370,925 | 19,454,853 | 6,182,395 | ||||||||||||
| Basic and diluted net loss per share | $ | (0.26 | ) | $ | (0.26 | ) | $ | (0.25 | ) | $ | (0.25 | ) | ||||
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to shareholders’ equity.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.
FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on December 29, 2020, the evaluation was performed for upcoming 2021 tax year which will be the only period subject to examination.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company continues to evaluate the impact of the adoption of the ASU on the Company’s financial position, results of operations or cash flows.
Note 4 - Initial Public Offering
Pursuant to the IPO, the Company sold 22,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 2,983,700 units
Following the closing of the IPO on March 5, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $254,837,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, which can only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. $1,000 was overfunded by the Sponsor and the Company intends to return it back to the Sponsor immediately.
Public Warrants
Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and the $18.00 per share redemption trigger prices described below under “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The warrants will become exercisable on the later of one year from the closing of the IPO and 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so appoint, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use the best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemptions of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00.
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
Note 5 - Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased 3,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, and LionTree Partners LLC purchased 1,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account.
Pursuant to the underwriters’ partial exercise of the over-allotment option on March 10, 2021, the Sponsor purchased an additional 296,793 Private Placement Warrants and LionTree Partners LLC purchased an additional 101,035 Private Placement Warrants for total proceeds of $596,742 and incurred $1,641,037 of underwriting fees comprised of the payment of $596,742 upon closing and $1,044,295 of deferred underwriting fees.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described below in Note 7 Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.
Note 6 - Related Party Transactions
Founder Shares
In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. In March 2021, the Company effected a stock dividend of approximately 0.125 shares for each Class B ordinary share outstanding, resulting in the initial stockholders holding an aggregate of 6,468,750 founder shares (up to 843,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On March 8, 2021, the underwriters partially exercised the over-allotment option to purchase 2,983,700 units. As a result, 97,825 founder shares was forfeited as of September 30, 2021.
The Sponsor and the Company’s founding team have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after the IPO in connection with (i) the completion of the initial Business Combination and (ii) a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity. Additionally, the Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor and each member of the founding team have agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of the initial Business Combination.
Except as described herein, the Sponsor and the founding team have agreed not to transfer, assign or sell any of their founder shares until the earliest of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Due to Related Party
The Company’s Sponsor overfunded to the Trust Account of $1,000 as of September 30, 2021. The Company intends to return it back to the Sponsor immediately.
Promissory Note - Related Party
On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of June 30, 2021 or the closing of the IPO. Pursuant to the IPO, $3,000,000 of cash was supposed to be held outside of the Trust Account and available for working capital purposes.
The Company received $2,502,509 and another $497,491 was due from the Sponsor as of March 5, 2021. As of March 5, 2021, the Company had borrowed $125,267 under the promissory note. The promissory note from the Sponsor was paid in full on March 15, 2021.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination company at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.
Administrative Service Fee
Commencing on the date the securities of the Company were first listed on The New York Stock Exchange, the Company has paid an affiliate of the Sponsor $51,667 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company paid $155,001 and $361,669 during the three and nine months ended September 30, 2021, respectively.
Note 7 - Fair Value Measurements
The following table presents information about the Company’s asset and liabilities that were measured at fair value on a recurring basisbasis. The following table is a summary of fair value measurements and hierarchy level as of September 30, 2021,October 2, 2022 and indicates the fair value hierarchyJuly 3, 2022:
| October 2, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Marketable securities | $ | 2,935 | $ | — | $ | — | $ | 2,935 | |||||||||||||||
| Total assets | $ | 2,935 | $ | — | $ | — | $ | 2,935 | |||||||||||||||
| Earnout shares | $ | — | $ | — | $ | 251,779 | $ | 251,779 | |||||||||||||||
| Contingent consideration | — | — | 1,610 | 1,610 | |||||||||||||||||||
| Total liabilities | $ | — | $ | — | $ | 253,389 | $ | 253,389 | |||||||||||||||
| July 3, 2022 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Earnout shares | $ | — | $ | — | $ | 210,952 | $ | 210,952 | |||||||||||||||
| Contingent consideration | — | — | 1,470 | 1,470 | |||||||||||||||||||
| Total liabilities | $ | — | $ | — | $ | 212,422 | $ | 212,422 | |||||||||||||||
Initial Measurement
The Company established the initial fair value of the Public Warrants and Private Placement Warrants on March 5, 2021, the date of the Company’s IPO and on March 10, 2021 for the additional purchase of Private Placement Warrants. The initial fair value of the Public Warrants and Private Placement Warrants were establishedearnout shares was estimated using a Monte Carlo simulation model. The Warrants were classified as Levelmodel (level 3 at the initial measurement date due to the use of unobservable inputs.
inputs). The key inputs into the Monte Carlo simulation as of March 5, 2021 and March 10, 2021October 2, 2022 were as follows:
| Input | Warrant Liability | FPA Liability | ||||||
| Expected term (years) | 6.2 | 1.2 | ||||||
| Expected volatility | 24.2 | % | 24.4 | % | ||||
| Risk-free interest rate | 1.1 | % | 0.1 | % | ||||
| Stock price | $ | 9.56 | $ | 9.56 | ||||
| Earnout | |||||
| Expected term in years | 4.2 | ||||
| Expected volatility | 60% | ||||
| Risk-free interest rate | 4.14% | ||||
| Stock price | $ | 12.31 | |||
| Dividend yield | — | ||||
Subsequent Measurement
The fair value of the Public Warrants at September 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2021, the aggregate value of Public Warrants was $11,722,502.
The fair value of the Private Placement Warrants and FPA liability were established using a Monte Carlo simulation model.
The key inputs into the Monte Carlo simulation as of September 30, 2021 were as follows:
| Input | Warrant Liability | FPA Liability | ||||||
| Expected term (years) | 5.29 | 0.27 | ||||||
| Expected volatility | 29.3 | % | ||||||
| Risk-free interest rate | 1.03 | % | 0.04 | % | ||||
| Stock price | $ | 9.98 | $ | 9.88 | ||||
| Warrant value | $ | 1.39 | ||||||
The following table sets forth a summary of the changes in the estimated fair value of the Company's Level 3 Earnout liability for the nine monthsyear ended September 30, 2021:
| Warrant Liability | FPA Liability | |||||||
| Fair value as of December 31, 2020 | $ | - | $ | - | ||||
| Initial fair value of warrant liability and FPA liability | 18,421,695 | 558,090 | ||||||
| Transfer out of Level 3 to Level 1 | (8,494,567 | ) | - | |||||
| Change in fair value | (2,416,428 | ) | 3,667,048 | |||||
| Fair value as of September 30, 2021 | $ | 7,510,700 | $ | 4,225,138 | ||||
Note 8 - Commitments and Contingencies
| July 3, 2022 | Issuances | Settlements | Changes in fair value | October 2, 2022 | ||||||||||||||||||||||||||||
| Earnout liability | $ | 210,952 | $ | 67 | $ | — | $ | 40,760 | $ | 251,779 | ||||||||||||||||||||||
Registration and Shareholder Rights
The holders of the founder shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), and securities issuable pursuant to the forward purchase agreement (as described below) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on March 2, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. Notwithstanding anything to the contrary, LionTree Partners LLC may only make a demand on one occasion and only during the five-year period beginning on March 2, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination; provided, however, that LionTree Partners LLC may participate in a “piggy-back” registration only during the seven-year period beginning on March 2, 2021.
Underwriting Agreement
The Company granted the underwriters a 45-day option from March 2, 2021 to purchase up to an additional 3,375,000 units to cover over-allotments.
On March 5, 2021, the Company paid a fixed underwriting discount of $4,500,000, which was calculated as two percent (2%) of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,875,000, upon the completion of the Company’s initial Business Combination.
On March 8, 2021, the underwriters partially exercised the over-allotment option to purchase 2,983,700 units, which resulted in $1,641,037 of underwriting fees comprised of the payment of $596,742 upon closing and $1,044,295 of deferred underwriting fees.
Forward Purchase Agreement
In connection with the consummation of the IPO, the Company entered into a forward purchase agreement (the “Original FPA”) with affiliates of Apollo (the “forward purchasers”) that provided for the purchase of units at $10.00 per unit in a private placement to occur concurrently with the closing of the initial Business Combination. The Original FPA provided that the forward purchasers would purchase units in a minimum amount equal to 25% of the units sold in the IPO, up to 7,500,000 units, for an aggregate purchase price of up to $75,000,000. The contingent forward purchase units and their component securities would be identical to the Units being sold in the IPO, except that the contingent forward purchase units and their component securities would be subject to transfer restrictions and certain registration rights, as described herein. The funds from the sale of contingent forward purchase units may be used as part of the consideration to the sellers in the initial Business Combination. On July 1, 2021, the Company and the forward purchasers amended and restated the Original FPA (as amended and restated, the “FPA”) pursuant to which the forward purchasers agreed to increase the number of units that would be issued and sold under the FPA to 10,000,000 units, for an aggregate gross purchase price of $100,000,000.
The FPA is accounted as eithersignificant assets or liabilities in accordance with ASC 815-40 and are presented as FPA liability on the Balance Sheet. The FPA is measured at fair value at inception and on a recurringnon-recurring basis with changes insubsequent to their initial recognition include assets held for sale. We utilize third party brokers for an estimate of value to record the assets held for sale at their fair value presented within change inless costs to sell. These inputs are classified as Level 2 fair value measurements.
Business Combination Agreement
On July 1, 2021, the Company (which shall transfer by way of continuation to and domesticate as a Delaware corporation) entered into a business combination agreement (the “Business Combination Agreement”) with Bowlero Corp. (“Bowlero”). Following the Business Combination, the Company will be renamed “Bowlero” and its common stock and warrants are expected to remain listed on the New York Stock Exchange under the new ticker symbol “BOWL” and “BOWL WS”, respectively. The Business Combination is structured as a merger of the Company and Bowlero, with Bowlero merging with and into the Company, with the Company surviving, following the Company domesticating as a Delaware corporation. Bowlero’s stockholders will receive, as consideration for the Business Combination, a mix of cash, shares of the Company’s common stock and shares of the Company’s preferred stock.
Note 9 - Shareholders’ Equity
Preference Shares -The Company is authorized to issue 1,000,000 preference shares with a par valuethree classes of $0.0001 and with such designations, voting and other rights and preferences as maystock to be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.
designated, respectively, Class A Ordinary Shares -Thecommon stock, Class B common stock (together with Class A common stock, the “Common Stock”) and Series A preferred stock (the “Preferred Stock”). The total number of shares of capital stock which the Company is authorizedshall have authority to issue 300,000,000 is 2,400,000,000, divided into the following:
Class B Ordinary Shares -The Company is authorized to issue 20,000,000 Class B ordinary•Authorized: 200,000,000 shares, with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. In December 2020, the Sponsor paid $25,000, or approximately $0.004share as of October 2, 2022 and July 3, 2022.
Holders of Class A ordinary sharescommon stock were repurchased for a total of $5,462, for an average purchase price per share of $11.67.
The Class B ordinary shares will automatically convert into Class A ordinary shares immediately following the consummationthose of the initial Business Combination at a ratio such thatCompany’s stockholders.
| Award Plan | October 2, 2022 | July 3, 2022 | |||||||||||||||
| Stock options | 2021 Plan | $ | 34,915 | $ | 37,273 | ||||||||||||
| Service based RSUs | 2021 Plan | 6,074 | 7,211 | ||||||||||||||
| Market and service based RSUs | 2021 Plan | 1,321 | 1,498 | ||||||||||||||
| Earnout RSUs | 2021 Plan | 845 | 939 | ||||||||||||||
| ESPP | 116 | — | |||||||||||||||
| Total unrecognized compensation cost | $ | 43,271 | $ | 46,921 | |||||||||||||
| Three Months Ended | |||||||||||||||||
| Award Plan | October 2, 2022 | September 26, 2021 | |||||||||||||||
| Time-based options | 2017 Plan | $ | — | $ | 801 | ||||||||||||
| Stock options | 2021 Plan | 2,358 | — | ||||||||||||||
| Service based RSUs | 2021 Plan | 982 | — | ||||||||||||||
| Market and service based RSUs | 2021 Plan | 141 | — | ||||||||||||||
| Earnout RSUs | 2021 Plan | 45 | — | ||||||||||||||
| ESPP | 122 | — | |||||||||||||||
| Total share-based compensation expense | $ | 3,648 | $ | 801 | |||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||||||||||||||||||||||||||
| Class A | Class B | Total | Class A | Class B | Total | ||||||||||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||||||||||||||
| Net (loss) income allocated to common stockholders | $ | (23,860) | $ | (12,475) | $ | (36,335) | $ | 13,313 | $ | — | $ | 13,313 | |||||||||||||||||||||||
| Denominator | |||||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 106,943,394 | 55,911,203 | 162,854,597 | 146,848,328 | — | 146,848,328 | |||||||||||||||||||||||||||||
| Net loss (income) per share, basic | $ | (0.22) | $ | (0.22) | $ | (0.22) | $ | 0.09 | $ | — | $ | 0.09 | |||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| October 2, 2022 | September 26, 2021 | ||||||||||||||||||||||||||||||||||
| Class A | Class B | Total | Class A | Class B | Total | ||||||||||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||||||||||||||
| Net (loss) income allocated to stockholders | $ | (23,860) | $ | (12,475) | $ | (36,335) | $ | 13,313 | $ | — | $ | 13,313 | |||||||||||||||||||||||
| Denominator | |||||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 106,943,394 | 55,911,203 | 162,854,597 | 146,848,328 | — | 146,848,328 | |||||||||||||||||||||||||||||
| Impact of incremental shares | * | * | * | 5,038,712 | — | 5,038,712 | |||||||||||||||||||||||||||||
| Total | 106,943,394 | 55,911,203 | 162,854,597 | 151,887,040 | — | 151,887,040 | |||||||||||||||||||||||||||||
| Net (loss) income per share, diluted | $ | (0.22) | $ | (0.22) | $ | (0.22) | $ | 0.09 | $ | — | $ | 0.09 | |||||||||||||||||||||||
Note 10 - Subsequent Events
The Company evaluated subsequent events and transactions that occurred afterunder our ESPP were excluded from the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events thatdiluted per share calculations because they would have required adjustment or disclosure in the financial statements.
References to the “Company,” “Isos Acquisition Corporation,” “our,” “us” or “we” refer to Isos Acquisition Corporation. The followingThis discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with theBowlero Corp.’s unaudited condensed consolidated financial statements and the related notes theretoin Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on September 15, 2022. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under the heading “Risk Factors” in our Annual Report on Form 10-K as filed with the SEC on September 15, 2022. Actual results may differ materially from those contained elsewherein any forward-looking statements. All period references are to our fiscal periods unless otherwise indicated. Unless the context otherwise requires, references in this report. Certain“Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” the “Company,” and “Bowlero” are intended to mean the business and operations of Bowlero Corp. and its consolidated subsidiaries. All financial information contained in the discussionthis section is presented in thousands, unless otherwise noted, except share and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
CautionarySpecial Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includescontains forward-looking statements withinregarding, among other things, the meaningplans, strategies and prospects, both business and financial of Section 27ABowlero. These statements are based on the beliefs and assumptions of the Securities Act of 1933, as amended,our management. Although we believe that our plans, intentions and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have basedexpectations reflected in or suggested by these forward-looking statements on our current expectations and projections about future events. These forward-lookingare reasonable, we cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to known and unknown risks, uncertainties and assumptions about usassumptions. Generally, statements that may cause our actualare not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by suchoperations, are forward-looking statements. In some cases, you canThe words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” orbut the negativeabsence of such terms or other similar expressions. Factorsthese words does not mean that might cause or contribute to such a discrepancystatement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, those described instatements about our other Securitiesbusiness strategy, financial projections, anticipated growth and Exchange Commission (“SEC”) filings.
Overview
WeThese forward-looking statements are a blank check company incorporatedbased on December 29, 2020information available as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement warrants, our shares, debt or a combinationdate of cash, equity and debt.
The issuance of additional shares in a business combination:
Similarly, if we issue debt or otherwise incur significant debt, it could result in:
We expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Proposed Business Combination
As more fully described in Note 1 to the unaudited condensed financial statements included as Item 1 to this Quarterly Report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
For additional information regarding the Business Combination Agreement and Bowlero, see the Form 8-K filed by the Company with the SEC on July 1, 2021 and the Form S-4 initially filed by the Company with the SEC on July 22, 2021, as it may be amended.
Presentation of Results of Operations
AsThe Company reports on a fiscal year, with each quarter generally comprised of one 5-week period and two 4-week periods.
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||
| (in thousands) | October 2, 2022 | %(1) | September 26, 2021 | %(1) | Change | % Change | ||||||||||||||||||||||||||||||||
| Revenues | $ | 230,260 | 100.0 | % | $ | 180,978 | 100.0 | % | $ | 49,282 | 27.2 | % | ||||||||||||||||||||||||||
| Costs of revenues | 165,202 | 71.7 | % | 126,868 | 70.1 | % | 38,334 | 30.2 | % | |||||||||||||||||||||||||||||
| Gross profit | 65,058 | 28.3 | % | 54,110 | 29.9 | % | 10,948 | 20.2 | % | |||||||||||||||||||||||||||||
| Operating (income) expenses: | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 32,494 | 14.1 | % | 21,415 | 11.8 | % | 11,079 | 51.7 | % | |||||||||||||||||||||||||||||
| Asset impairment | 84 | — | % | — | — | % | 84 | |||||||||||||||||||||||||||||||
| Gain on sale or disposal of assets | (155) | (0.1) | % | (30) | — | % | (125) | 416.7 | % | |||||||||||||||||||||||||||||
| Other operating expense | 1,362 | 0.6 | % | 477 | 0.3 | % | 885 | 185.5 | % | |||||||||||||||||||||||||||||
| Total operating expense | 33,785 | 14.7 | % | 21,862 | 12.1 | % | 11,923 | 54.5 | % | |||||||||||||||||||||||||||||
| Operating profit | 31,273 | 13.6 | % | 32,248 | 17.8 | % | (975) | (3.0) | % | |||||||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 23,570 | 10.2 | % | 22,928 | 12.7 | % | 642 | 2.8 | % | |||||||||||||||||||||||||||||
| Change in fair value of earnout liability | 40,760 | 17.7 | % | — | — | % | 40,760 | |||||||||||||||||||||||||||||||
| Other expense | 48 | — | % | — | — | % | 48 | |||||||||||||||||||||||||||||||
| Total other expense | 64,378 | 28.0 | % | 22,928 | 12.7 | % | 41,450 | 180.8 | % | |||||||||||||||||||||||||||||
| (Loss) income before income tax expense (benefit) | (33,105) | (14.4) | % | 9,320 | 5.1 | % | (42,425) | (455.2) | % | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | 429 | 0.2 | % | (6,244) | (3.5) | % | 6,673 | (106.9) | % | |||||||||||||||||||||||||||||
| Net (loss) income | $ | (33,534) | (14.6) | % | $ | 15,564 | 8.6 | % | (49,098) | (315.5) | % | |||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||
| (in thousands) | October 2, 2022 | September 26, 2021 | Change | % Change | |||||||||||||||||||
| Center revenues on a same-store basis | $ | 208,409 | $ | 173,775 | $ | 34,634 | 19.9 | % | |||||||||||||||
| Revenues for media, new and closed centers | 21,851 | 7,203 | 14,648 | 203.4 | % | ||||||||||||||||||
| Total revenues | $ | 230,260 | $ | 180,978 | $ | 49,282 | 27.2 | % | |||||||||||||||
For the three months ended September 30, 2021, we had a net loss of $8,257,112 which was comprised of operating costs of $785,494, trust interest income of $3,848, unrealized loss on changeChange in fair value of warrants of $5,266,872, and unrealized loss on changeearnouts: Changes in the fair value of FPA of $2,208,594.
For the nine months ended September 30, 2021, we had a net loss of $6,370,860 which was comprised of operating costs of $1,260,847, trust interest income of $7,389, warrant issuance costs of $638,847, unrealized loss on change in fair value of warrants of $811,507, and unrealized loss on change in fair value of FPA of $3,667,048.
Liquidity and Capital Resources
As of September 30, 2021, we had approximately $1.2 million in our operating bank account, and working capital of approximately $1.2 million.
Prior to the completion of the Initial Public Offering, our liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the purchase of founder shares, and a loan under an unsecured promissory note from the Sponsor of $125,267. The promissory note from the Sponsor was paid in full on March 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not heldearnout liabilities are recognized in the Trust Account.
In addition,statement of operations. Decreases in order to finance transaction costs in connection withthe liability will have a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.
Basedfavorable impact on the foregoing, management believes that westatement of operations and increases in the liability will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:
Ordinary Shares Subject to Possible Redemption
All of the 25,483,700 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation or if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the SEC’s staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are effected by charges against additional paid in capital to the extent available and accumulated deficit.
Net Loss Per Ordinary Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 13,892,395 ordinary shares issuable upon exercise of outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods.
Derivative Financial Instruments
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).unfavorable impact. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized asearnout liability is determined using a non-cash gain or lossMonte-Carlo simulation model. Inputs that have a significant effect on the statementsvaluation include the expected volatility, stock price, expected term, risk-free interest rate and performance hurdles. The unfavorable impact on the statement of operations. The initialoperations during the quarter ended October 2, 2022 is mainly due to the increase in the fair value of the Privateearnouts, which mainly reflects the increase in the Company’s stock price in the current quarter.
| (in thousands) | December 27, 2020 | March 28, 2021 | June 27, 2021 | September 26, 2021 | December 26, 2021 | March 27, 2022 | July 3, 2022 | October 2, 2022 | ||||||||||||||||||||||||||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 73,988 | $ | 112,212 | $ | 159,103 | $ | 180,978 | $ | 205,190 | $ | 257,820 | $ | 267,717 | $ | 230,260 | ||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (49,137) | $ | (23,091) | $ | (13,461) | $ | 15,564 | $ | (34,454) | $ | (17,987) | $ | 6,943 | $ | (33,534) | ||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 22,253 | 22,303 | 23,128 | 22,928 | 23,880 | 22,293 | 25,359 | 23,570 | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 106 | 103 | (1,368) | (6,244) | 362 | (207) | 5,399 | 429 | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation, amortization and impairment charges | 22,538 | 22,990 | 23,872 | 22,841 | 25,660 | 29,986 | 30,018 | 26,351 | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 696 | 826 | 793 | 801 | 42,555 | 3,020 | 3,860 | 3,648 | ||||||||||||||||||||||||||||||||||||||||||
Closed center EBITDA (1) | 904 | 806 | 1,750 | 420 | 398 | 611 | 51 | 379 | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency exchange (gain) loss | (195) | 104 | (99) | 35 | 86 | (90) | (26) | (71) | ||||||||||||||||||||||||||||||||||||||||||
| Asset disposition (gain) loss | (142) | 64 | 31 | (30) | (123) | (1,601) | (2,355) | (155) | ||||||||||||||||||||||||||||||||||||||||||
Transactional and other advisory costs (2) | 731 | 1,852 | 6,644 | 2,829 | 29,149 | 4,757 | 1,405 | 2,226 | ||||||||||||||||||||||||||||||||||||||||||
Charges attributed to new initiatives (3) | 116 | 136 | 147 | 141 | 65 | 43 | 113 | 45 | ||||||||||||||||||||||||||||||||||||||||||
Extraordinary unusual non-recurring (gains) losses (4) | (1,647) | 1,294 | 859 | (441) | 1,662 | 929 | 2,981 | 1,661 | ||||||||||||||||||||||||||||||||||||||||||
Changes in the value of earnouts and warrants (5) | — | — | — | — | (22,472) | 66,617 | 8,644 | 40,760 | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (3,777) | $ | 27,387 | $ | 42,296 | $ | 58,844 | $ | 66,768 | $ | 108,371 | $ | 82,392 | $ | 65,309 | ||||||||||||||||||||||||||||||||||
| Trailing twelve month Net loss | $ | (70,125) | $ | (55,442) | $ | (50,338) | $ | (29,934) | $ | (79,032) | ||||||||||||||||||||||||||||||||||||||||
| Trailing twelve month Adjusted EBITDA | 124,750 | 195,295 | 276,279 | 316,375 | 322,840 | |||||||||||||||||||||||||||||||||||||||||||||
| Trailing twelve month Revenues | 526,281 | 657,483 | 803,091 | 911,705 | 960,987 | |||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | $ Change | % Change | ||||||||||||||||||||||||
| (in thousands) | October 2, 2022 | September 26, 2021 | ||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 35,573 | $ | 31,540 | $ | 4,033 | 12.8 | % | ||||||||||||||||||
| Net cash used in investing activities | (62,492) | (95,724) | 33,232 | (34.7) | % | |||||||||||||||||||||
| Net cash provided by (used in) financing activities | 5,167 | (908) | 6,075 | (669.1) | % | |||||||||||||||||||||
| Effect of exchange rate changes on cash | (123) | 61 | (184) | (301.6) | % | |||||||||||||||||||||
| Net change in cash and cash equivalents | $ | (21,875) | $ | (65,031) | $ | 43,156 | (66.4) | % | ||||||||||||||||||
As of September 30, 2021,October 2, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS
The JOBS as modified by the Jumpstart our Business Startups Act contains provisions that, among other things, relaxof 2012, and it may take advantage of certain exemptions from various reporting requirements for qualifyingthat are applicable to other public companies. We will qualify as an “emergingcompanies that are not emerging growth company”companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and underreduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.
Not required for smaller reporting companies.
DisclosureWe maintain disclosure controls and procedures are controls(as defined in Rule 13a-15(e) and other procedures15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designedpursuant to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulatedproperly and timely reported and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
EvaluationIn designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of Disclosure Controlsachieving the desired control objectives. In addition, the design of disclosure controls and Procedures
Asprocedures must reflect the fact that there are resource constraints and that management is required by Rules 13a-15to apply judgment in evaluating the benefits of possible controls and 15d-15 underprocedures relative to their costs.
Regarding the restatements to the March 31, 2021, and June 30, 2021 quarterly financial statements included in the Company's Form 10-Qs, as filed with the SEC on June 1, 2021 and August 17, 2021, respectively, as well as the Company's balance sheet included on the Company's Form 8-K, as filed with the SEC on March 12, 2021, and restated on the Form 10-Q filed with the SEC on July 19, 2021, certain redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A ordinary shares in permanent equity. The Company restated its financial statements to classify all Class A ordinary shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.
It is noted that the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash and cash equivalents or total assets. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Changes in Internal Control overOver Financial Reporting
Other then as noted above,During the most recently completed quarter, there washave been no changechanges in our internal control over financial reporting that occurred during the fiscal quarter of 2021 covered by this Quarterly Report on Form 10-Q that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. In lightreporting, except as noted in this paragraph regarding material weaknesses. We did not design and maintain effective controls over certain financial reporting processes, including acquisition accounting, accounting for fixed assets, and certain financial reporting disclosures. Additionally, we did not design and maintain effective controls over system access controls to establish segregation of duties for those with roles and responsibilities for the general ledger. We continue to develop and implement a plan to remediate the material weakness, we have enhanced ourweaknesses described above, which will include additional training of existing staff, hiring additional staff with technical accounting skills and engaging third-party experts to assist in accounting for fixed assets, acquisitions and technical areas, as well as the development of more formal internal control processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplishedimproving information technology controls over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
PART II - OTHER INFORMATION
None.
AsWe have disclosed under the heading “Risk Factors” in Item 1A of the dateAnnual Report the risk factors that materially affect our business, financial condition or results of this report, except as set forth in the Form S-4 filed on July 22, 2021, as amended, thereoperations. There have been no material changes from the risk factors previously disclosed in our final prospectus dated March 2, 2021 and filed withdisclosed. You should carefully consider the SEC on March 4, 2021, andrisk factors set forth in the Annual Report and the other information set forth elsewhere in this Quarterly Report on Form 10-Q/A for the Quarterly Period ended March 31, 2021, dated July 16, 202110-Q. You should be aware that these risk factors and filed with the SEC on July 19, 2021,other information may not described every risk that we face. Additional risks and in the Form 10-Q for the Quarterly Period ended June 30, 2021, dated August 16, 2021 and filed with the SEC on August 17, 2021.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
| Fiscal Period | Total Number of Class A Shares Purchased | Average Price Paid per Class A Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Dollar Value of Shares that May Yet Be Purchased Under the Plan | ||||||||||||||||||||||
| July 4, 2022 to August 7, 2022 | 267,577 | $ | 10.90 | 267,577 | $ | 157,145 | ||||||||||||||||||||
| August 8, 2022 to September 4, 2022 | — | — | — | 157,145 | ||||||||||||||||||||||
| September 5, 2022 to October 2, 2022 | 200,526 | 12.70 | 200,526 | 154,599 | ||||||||||||||||||||||
| Total | 468,103 | $ | 11.67 | 468,103 | ||||||||||||||||||||||
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
In accordance withPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: | November | By: | /s/ | ||||||||
| Name: | |||||||||||
| Title: | Chief Financial Officer | ||||||||||
| (Principal | |||||||||||
26