Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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

For the quarterly period ended October 1, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-40142

___________________________________

BOWLERO CORP.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware									98-1632024
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

7313 Bell Creek Road
Mechanicsville, Virginia									23111
(Address of Principal Executive Offices)									(Zip Code)

(804) 417-2000

Registrant's telephone number, including area 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 common stock, par value $0.0001 per share	BOWL	The New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant: (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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth 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 Act). Yes ☐ No ☒

The registrant had outstanding 92,768,345 shares of Class A common stock, 58,519,437 shares of Class B common stock, and 136,373 shares of Series A preferred stock as of November 1, 2023.

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Index to Notes

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		Page
Part I - Financial Information
Item 1.	Financial Statements	i
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Operations (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)	4
	Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (unaudited)	5
	Condensed Consolidated Statements of Cash Flows (unaudited)	6
	Index for Notes to Condensed Consolidated Financial Statements (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27

Part II - Other Information
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6.	Exhibits and Financial Statement Schedules	28

Signatures		29

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Bowlero Corp.

Condensed Consolidated Balance Sheets

October 1, 2023 and July 2, 2023

(Amounts in thousands)

(Unaudited)

Item 1. Condensed Financial Statements


	October 1, 2023		July 2, 2023
Assets
Current assets:
Cash and cash equivalents	$	40,088	$	195,633
Accounts and notes receivable, net of allowance for doubtful accounts	4,087		3,092
Inventories, net	13,183		11,470
Prepaid expenses and other current assets	19,393		18,395
Assets held-for-sale	2,069		2,069
Total current assets	78,820		230,659

Property and equipment, net	773,057		697,850
Internal use software, net	20,792		17,914
Operating lease right of use assets, net	550,113		449,085
Finance lease right of use assets, net	540,186		515,339
Intangible assets, net	100,087		90,986
Goodwill	825,522		753,538
Deferred income tax asset	86,237		73,807
Other assets	12,582		12,096
Total assets	$	2,987,396	$	2,841,274

Liabilities, Temporary Equity and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	141,164	$	121,226
Current maturities of long-term debt	9,595		9,338
Current obligations of operating lease liabilities	26,194		23,866
Other current liabilities	16,650		14,281
Total current liabilities	193,603		168,711

Long-term debt, net	1,276,371		1,138,687
Long-term obligations of operating lease liabilities	541,937		431,295
Long-term obligations of financing lease liabilities	678,720		652,450
Earnout liability	71,364		112,041
Other long-term liabilities	35,220		34,380
Deferred income tax liabilities	4,079		4,160
Total liabilities	2,801,294		2,541,724

Commitments and Contingencies (Note 10)

Temporary Equity
Series A preferred stock	144,329		144,329

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	October 1, 2023		July 2, 2023
Stockholders’ Equity
Class A common stock	$	10	$	11
Class B common stock	6		6
Additional paid-in capital	507,935		506,112
Treasury stock, at cost	(268,063)		(135,401)
Accumulated deficit	(201,440)		(219,659)
Accumulated other comprehensive income	3,325		4,152
Total stockholders’ equity	41,773		155,221
Total liabilities, temporary equity and stockholders’ equity	$	2,987,396	$	2,841,274

See accompanying notes to unaudited condensed consolidated financial statements.

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Bowlero Corp.

Condensed Consolidated Statements of Operations

Three Months Ended October 1, 2023 and October 2, 2022

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended
	October 1, 2023		October 2, 2022
Revenues	$	227,405	$	230,260
Costs of revenues	182,921		165,202
Gross profit	44,484		65,058

Operating (income) expenses:
Selling, general and administrative expenses	37,765		32,494
Asset impairment	26		84
Gain on sale or disposal of assets	(27)		(155)
Other operating expense	1,364		1,362
Total operating expense	39,128		33,785

Operating profit	5,356		31,273

Other (income) expenses:
Interest expense, net	37,449		23,570
Change in fair value of earnout liability	(40,682)		40,760
Other expense	53		48
Total other (income) expense	(3,180)		64,378

Income (loss) before income tax (benefit) expense	8,536		(33,105)

Income tax (benefit) expense	(9,683)		429
Net income (loss)	18,219		(33,534)

Series A preferred stock dividends	(1,962)		(2,801)
Earnings allocated to Series A preferred stock	(1,049)		—
Net income (loss) attributable to common stockholders	$	15,208	$	(36,335)

Net income (loss) per share attributable to common stockholders
Basic	$	0.09	$	(0.22)
Diluted	$	0.09	$	(0.22)

Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic	160,929,391		162,854,597
Diluted	168,903,508		162,854,597

See accompanying notes to unaudited condensed consolidated financial statements.

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Bowlero Corp.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended October 1, 2023 and October 2, 2022

(Amounts in thousands)

(Unaudited)


	Three Months Ended
	October 1, 2023		October 2, 2022
Net income (loss)	$	18,219	$	(33,534)
Other comprehensive loss, net of income tax:
Unrealized loss on derivatives	(340)		—
Foreign currency translation adjustment	(487)		(367)
Other comprehensive loss	(827)		(367)
Total comprehensive income (loss)	$	17,392	$	(33,901)

See accompanying notes to unaudited condensed consolidated financial statements.

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Bowlero Corp.

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity

Three Months Ended October 1, 2023 and October 2, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


																	Accumulated
	Series A			Class A			Class B						Additional				other		Total
	preferred stock			common stock			common stock			Treasury stock			paid-in		Accumulated		comprehensive		stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		capital		deficit		income (loss)		equity
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)


Balance, July 2, 2023	136,373	$	144,329	107,666,301	$	11	60,819,437	$	6	11,312,302	$	(135,401)	$	506,112	$	(219,659)	$	4,152	$	155,221
Net income	—	—		—	—		—	—		—	—		—		18,219		—		18,219
Foreign currency translation adjustment	—	—		—	—		—	—		—	—		—		—		(487)		(487)
Unrealized loss on derivatives	—	—		—	—		—	—		—	—		—		—		(340)		(340)
Conversion of Class B common stock into Class A common stock	—	—		2,300,000	—		(2,300,000)	—		—	—		—		—		—		—
Share-based compensation	—	—		15,489	—		—	—		—	—		1,823		—		—		1,823
Repurchase of Class A common stock into Treasury stock	—	—		(12,131,185)	(1)		—	—		12,131,185	(132,662)		—		—		—		(132,663)
Balance, October 1, 2023	136,373	$	144,329	97,850,605	$	10	58,519,437	$	6	23,443,487	$	(268,063)	$	507,935	$	(201,440)	$	3,325	$	41,773

See accompanying notes to unaudited condensed consolidated financial statements.

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Bowlero Corp.

Condensed Consolidated Statements of Cash Flows

Three Months Ended October 1, 2023 and October 2, 2022

(Amounts in thousands)

(Unaudited)


	Three Months Ended
	October 1, 2023		October 2, 2022
Operating activities
Net income (loss)	$	18,219	$	(33,534)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Asset impairment	26		84
Depreciation and amortization	31,352		26,267
Gain on sale or disposal of assets, net	(27)		(155)
Income from joint venture	(71)		(99)
Amortization of deferred financing costs	846		956
Amortization of deferred rent incentive	—		(567)
Non-cash interest expense on capital lease obligation	—		4,510
Non-cash interest expense on finance lease obligation	935		—
Non-cash operating lease expense	7,822		—
Non-cash portion of gain on lease modification	(499)		—
Amortization of deferred sale lease-back gain	—		(257)
Deferred income taxes	(9,697)		—
Share-based compensation	1,911		3,648
Distributions from joint venture	72		109
Change in fair value of earnout liability	(40,682)		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	(995)		(205)
Inventories	(1,178)		(824)
Prepaids, other current assets and other assets	(1,913)		(915)
Accounts payable and accrued expenses	16,613		(3,947)
Other current liabilities	(163)		(1,125)
Other long-term liabilities	(6,488)		956
Net cash provided by operating activities	16,083		35,573

Investing activities
Purchases of property and equipment	(50,674)		(44,709)
Purchases of intangible assets	(112)		(17)
Proceeds from sale of intangibles	65		—
Purchase of marketable securities	—		(11,594)
Proceeds from sale of marketable securities	—		9,746
Acquisitions, net of cash acquired	(125,855)		(15,918)
Net cash used in investing activities	(176,576)		(62,492)

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	Three Months Ended
	October 1, 2023		October 2, 2022
Financing activities
Repurchase of Class A common stock into Treasury stock	$	(130,140)	$	(7,558)
Proceeds from long-term debt	—		15,350
Proceeds from Revolver draws	140,000		—
Payment of long-term debt	(3,109)		(2,126)
Payment on finance leases	(1,576)		—
Payments for tax withholdings on share-based compensation	(84)		(499)
Net cash provided by financing activities	5,091		5,167

Effect of exchange rates on cash	(143)		(123)

Net decrease in cash and equivalents	(155,545)		(21,875)
Cash and cash equivalents at beginning of period	195,633		132,236
Cash and cash equivalents at end of period	$	40,088	$	110,361

See accompanying notes to unaudited condensed consolidated financial statements.

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Bowlero Corp.

Index For Notes to Condensed Consolidated Financial Statements (Unaudited)


		Page
Note 1	Description of Business and Significant Accounting Policies	9
Note 2	Revenue	11
Note 3	Business Acquisitions	11
Note 4	Goodwill and Other Intangible Assets	12
Note 5	Property and Equipment	13
Note 6	Leases	14
Note 7	Accounts Payable and Accrued Expenses	15
Note 8	Debt	15
Note 9	Income Taxes	16
Note 10	Commitments and Contingencies	16
Note 11	Earnouts	16
Note 12	Fair Value of Financial Instruments	17
Note 13	Common Stock, Preferred Stock and Stockholders’ Equity	18
Note 14	Share-Based Compensation	19
Note 15	Net Income (Los s) Per Share	20
Note 16	Supplemental Cash Flow Information	21
Note 17	Subsequent Events	21

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Bowlero Corp.

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

(1) Description of Business and Significant Accounting Policies

Bowlero Corp., a Delaware corporation, and its subsidiaries (referred to herein as , the “Company”, “Bowlero”, “we,” “us” and “our”) are the world’s largest operator of bowling entertainment centers.

The Company operates bowling entertainment centers under different brand names. Our AMF and Bowl America branded centers are traditional bowling centers, while the Bowlero and Lucky Strike branded centers offer a more upscale entertainment concept with lounge seating, enhanced food and beverage offerings, and more robust customer service for individuals and group events. See Note - 3 Business Acquisitions for additional information on our newly acquired Lucky Strike centers. Additionally, within the brands, there exists a spectrum where some AMF branded centers are more upscale and some Bowlero branded centers are more traditional. All of our centers, regardless of branding, are managed in a fully integrated and consistent basis since all of our centers are in the same business of operating bowling entertainment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2023.

Principles of Consolidation: The consolidated financial statements and related notes include the accounts of Bowlero Corp. and the subsidiaries it controls. Control is determined based on ownership rights or, when applicable, based on whether the Company is considered to be the primary beneficiary of a variable interest entity. The Company’s interest in 20% to 50% owned companies that are not controlled are accounted for using the equity method, unless the Company does not sufficiently influence the management of the investee. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the balance sheets, statement of operations and accompanying notes. Significant estimates made by management include, but are not limited to, cash flow projections; the fair value of assets and liabilities in acquisitions; derivatives with hedge accounting; share-based compensation; depreciation and impairment of long-lived assets; carrying amount and recoverability analyses of property and equipment, assets held for sale, goodwill and other intangible assets; valuation of deferred tax assets and liabilities and income tax uncertainties; and reserves for litigation, claims and self-insurance costs. Actual results could differ from those estimates.

Fair-value Estimates: We have various financial instruments included in our financial statements. Financial instruments are carried in our financial statements at either cost or fair value. We estimate fair value of assets and liabilities using the following hierarchy using the highest level possible:

Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had highly liquid investments classified as cash equivalents of $8,997 and $166,510 at October 1, 2023 and July 2, 2023, respectively. The Company accepts a range of debit and credit cards, and these transactions are generally transmitted to a bank for reimbursement within 24 hours. The payments due from the banks for these debit and credit card transactions are generally received, or settled, within 24 to 48 hours of the transmission date. The Company considers all debit and credit card transactions that settle in less than seven

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days to be cash equivalents. Amounts due from the banks for these transactions classified as cash equivalents totaled $10,439 and $9,066 at October 1, 2023 and July 2, 2023, respectively.

Derivatives: We are exposed to interest rate risk. To manage this risk, we entered into interest rate collar derivative transactions associated with a portion of our outstanding debt. The interest rate collars, which are designated for accounting purposes as cash flow hedges, establish a cap and floor on the Secured Overnight Financing Rate (SOFR). The Company's interest rate collars expire on March 31, 2026.

For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the effective portion of the gain or loss on the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Gains and losses on the financial derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

The interest rate collar agreements effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to include a cap and floor, thus reducing the impact of interest rate changes on future interest expense. See Note 8 - Debt for more information.

Net Income (Loss) Per Share Attributable to Common Stockholders: We compute net income (loss) per share of Class A common stock and Class B common stock under the two-class method. Holders of Class A common stock and Class B common stock have equal rights to the earnings of the Company. Our participating securities include the redeemable convertible preferred stock that have a non-forfeitable right to dividends in the event that a dividend is paid on common stock, but do not participate in losses, and thus are not included in a two-class method in periods of loss. In periods where the Company reports a net loss, all potentially dilutive securities are excluded from the calculation of the diluted net loss per share attributable to common stockholders as their effect is antidilutive and accordingly, basic and diluted net loss per share attributable to common stockholders will be the same. Dilutive securities include convertible preferred stock, earnouts, stock options, and restricted stock units (“RSUs”). See Note 15 - Net Income (Loss) Per Share.

Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth 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 reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.

Further, 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 our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.

Recently Issued Accounting Standards: We reviewed the accounting pronouncements that became effective for fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements.

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(2) Revenue

The following table presents the Company’s revenue disaggregated by major revenue categories:


	Three Months Ended
	October 1, 2023		% of revenues		October 2, 2022		% of revenues
Major revenue categories:
Bowling	$	116,430	51.2	%	$	115,327	50.1	%
Food and beverage	74,913		32.9	%	79,023		34.3	%
Amusement and other	30,369		13.4	%	30,809		13.4	%
Media	5,693		2.5	%	5,101		2.2	%
Total revenues	$	227,405	100.0	%	$	230,260	100.0	%

(3) Business Acquisitions

Acquisitions: The Company continually evaluates potential acquisitions, which can be either business combinations or asset purchases, that strategically fit within the Company’s existing portfolio of centers as a key part of the Company’s overall growth strategy in order to expand our market share in key geographic areas, and to improve our ability to leverage our fixed costs.

2024 Business Acquisitions: For business combinations, the Company allocates the consideration transferred to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. We estimate the fair values of the assets acquired and liabilities assumed using valuation techniques, such as the income, cost and market approaches. During the three months ended October 1, 2023, the Company acquired substantially all of the assets of Lucky Strike Entertainment, LLC (“Lucky Strike”) which includes 14 bowling entertainment centers for a total consideration of $90,475. The Company also had two other acquisitions in which we acquired three bowling entertainment centers for a total consideration of $35,380. The Company is still in the process of finalizing its valuation analysis. The remaining fair value estimates include working capital, intangibles, property and equipment, and operating and finance lease assets and liabilities. If necessary, for business combinations, we will continue to refine our estimates throughout the permitted measurement period, which may result in corresponding offsets to goodwill. We expect to finalize the valuations as soon as possible, but no later than one year after the acquisition dates. Acquisitions that were considered preliminary at July 2, 2023 were finalized during the three months ended October 1, 2023.

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The following table summarizes the preliminary purchase price allocations for the fair values of the identifiable assets acquired and liabilities assumed, components of consideration transferred and the transactional related expenses using the acquisition method of accounting:


Identifiable assets acquired and liabilities assumed	Lucky Strike		Other Acquisitions		Total
Current assets	$	586	$	89	$	675
Property and equipment	43,114		10,814		53,928
Operating lease ROU	95,232		12,923		108,155
Finance lease ROU	25,132		—		25,132
Identifiable intangible assets (1)	9,015		1,755		10,770
Goodwill	48,268		23,716		71,984
Deferred income tax asset	2,615		—		2,615
Total assets acquired	$	223,962	$	49,297	$	273,259

Current liabilities	$	(3,350)	$	(994)	$	(4,344)
Operating lease liabilities	(106,910)		(12,923)		(119,833)
Finance lease liabilities	(22,996)		—		(22,996)
Other liabilities	(231)		—		(231)
Total liabilities assumed	(133,487)		(13,917)		(147,404)
Total fair value, net of cash acquired of $127	$	90,475	$	35,380	$	125,855

Components of consideration transferred
Cash	$	90,475	$	34,690	$	125,165
Holdback (2)	—		690		690
Total consideration transferred	$	90,475	$	35,380	$	125,855

(1) Of the identifiable intangible assets acquired, $6,740 relates to the indefinite-lived Lucky Strike trade name. The remaining identifiable intangible assets acquired consist of definite-lived trade names, customer relationships, and non-compete agreements and indefinite-lived liquor licenses. See Note 4 - Goodwill and Other Intangible Assets for more information.

(2) The holdback represents a portion of the consideration transferred that is retained to indemnify the Company for general claims during a certain period subsequent to the acquisition date (the “holdback period”). Holdback funds, to the extent any funds remain, are released to the seller upon expiration of the holdback period.

(4) Goodwill and Other Intangible Assets

Goodwill:

The changes in the carrying amount of goodwill for the period ended October 1, 2023:


Balance as of July 2, 2023	$	753,538
Goodwill resulting from acquisitions during the period	71,984
Balance as of October 1, 2023	$	825,522

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Intangible Assets:


	October 1, 2023						July 2, 2023
	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	$	(9,418)	$	482	$	9,900	$	(9,253)	$	647
Other acquisition trade names	4,460		(1,635)		2,825		2,630		(1,423)		1,207
Customer relationships	23,852		(19,855)		3,997		23,712		(18,755)		4,957
Management contracts	1,800		(1,735)		65		1,800		(1,726)		74
Non-compete agreements	4,131		(1,733)		2,398		3,211		(1,572)		1,639
PBA member, sponsor & media relationships	1,400		(655)		745		1,400		(627)		773
Other intangible assets	921		(418)		503		921		(377)		544
	46,464		(35,449)		11,015		43,574		(33,733)		9,841
Indefinite-lived intangible assets:
Liquor licenses	12,332		—		12,332		11,145		—		11,145
PBA trade name	3,100		—		3,100		3,100		—		3,100
Lucky Strike trade name	6,740		—		6,740		—		—		—
Bowlero trade name	66,900		—		66,900		66,900		—		66,900
	89,072		—		89,072		81,145		—		81,145
	$	135,536	$	(35,449)	$	100,087	$	124,719	$	(33,733)	$	90,986

The following table shows amortization expense for finite-lived intangible assets for each reporting period:


	Three Months Ended
	October 1, 2023		October 2, 2022
Amortization expense	$	1,781	$	1,582

(5) Property and Equipment

As of October 1, 2023 and July 2, 2023, property and equipment consists of:


	October 1, 2023		July 2, 2023
Land	$	99,281	$	98,896
Buildings and improvements	144,585		139,402
Leasehold improvements	436,000		383,444
Equipment, furniture, and fixtures	509,580		472,146
Construction in progress	46,998		43,271
	1,236,444		1,137,159
Accumulated depreciation	(463,387)		(439,309)
Property and equipment, net of accumulated depreciation	$	773,057	$	697,850

The following table shows depreciation expense related to property and equipment for each reporting period:


	Three Months Ended
	October 1, 2023		October 2, 2022
Depreciation expense	$	24,178	$	20,339

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(6) Leases

The Company leases various assets under non-cancellable operating and finance leases. These assets include bowling entertainment centers, office space, vehicles, and equipment.

Most of our leases contain payments for some or all of the following: base rent, contingent rent, common area maintenance, insurance, real-estate taxes, and other operating expenses. Rental payments are subject to escalation depending on future changes in designated indices or based on pre-determined amounts agreed upon at lease inception.

The following table summarizes the components of the net lease cost for the three months ended October 1, 2023:

Lease Costs:

Location on Consolidated Statements of Operations

October 1, 2023

Operating Lease Costs: (1)

Operating lease costs associated with master leases

Primarily cost of revenues

4,428

Operating lease costs associated with non-master leases

Primarily cost of revenues

11,577

Gains from modifications to operating leases

Other operating expense

(499)

Finance Lease Costs:

Amortization of right-of-use assets

Primarily cost of revenues

4,111

Interest on lease liabilities

Interest expense, net

12,021

Financing Obligation Costs:

Interest expense

Interest expense, net

106

Variable lease cost (2)

Primarily cost of revenues

18,003

Short-term lease cost (3)

Cost of revenues; SG&A

250

Sublease income

Revenues

(1,304)

Total net lease costs

48,693

(1)This represents cash and non-cash lease costs for operating leases. Operating lease costs are recognized evenly over the remaining lease term and differ from the actual cash payments made for our leases. Cash payments and lease costs can differ due to the timing of cash payments relative to straight-line rent expense, non-cash adjustments as a result of purchase accounting, and various other non-cash adjustments to lease costs. Please see the table below for cash paid for our leases.

(2)This includes variable leases costs such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent

(3)Sublease income primarily represents short-term leases with pro-shops and various retail tenants

Supplemental cash flow information related to leases for the three months ended October 1, 2023:


						October 1, 2023
Cash paid for amounts included in the measurement of lease liabilities (1)
Operating cash flows paid for operating leases						15,393
Operating cash flows paid for interest portion of finance leases						11,062
Financing cash flows paid for principal portion of finance leases						1,576
Operating cash flows paid for interest portion of financing obligations						113

(1)This table includes cash paid for amounts included in the measurement of our lease liabilities. Since the lease liability only includes amounts that are contractually fixed, this table excludes cash paid for amounts that are variable in nature, such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent.

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(7) Accounts Payable and Accrued Expenses

As of October 1, 2023 and July 2, 2023, accounts payable and accrued expenses consist of:


	October 1, 2023		July 2, 2023
Accounts Payable	$	57,304	$	53,513
Customer deposits	20,855		12,703
Taxes and licenses	15,398		13,076
Deferred revenue	10,700		7,144
Compensation	10,998		14,670
Professional fees	8,136		4,307
Insurance	6,633		6,168
Utilities	5,248		4,607
Interest	1,497		904
Other	4,395		4,134
Total accrued expenses	$	141,164	$	121,226

(8) Debt

The following table summarizes the Company’s debt structure as of October 1, 2023 and July 2, 2023:


	October 1, 2023		July 2, 2023
Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.82% and 8.65% at October 1, 2023 and July 2, 2023, respectively)	$	1,147,125	$	1,150,000
Revolver (Maturing December 15, 2026 and bearing variable rate interest; 7.92% at October 1, 2023)	140,000		—
Other Equipment Loan (Maturing August 19, 2029 and bearing a fixed interest rate; 6.24%)	14,728		14,662
	1,301,853		1,164,662
Less:
Unamortized financing costs	(15,887)		(16,637)
Current portion of unamortized financing costs	3,182		3,123
Current maturities of long-term debt	(12,777)		(12,461)
Total long-term debt	$	1,276,371	$	1,138,687

Term Loan: The Term Loan matures on February 8, 2028 and is repaid on a quarterly basis in principal payments of $2,875, which began on September 29, 2023. The Term Loan bears interest at a rate per annum equal to the Adjusted Term SOFR plus 3.50%. Interest is due on the last day of the interest period. The interest period, as agreed upon between the Company and its lender, can be either one, three, or six months in length. As of October 1, 2023, the interest period is one month.

Revolver: Under the First Lien Credit Agreement, the Company has access to a senior secured revolving credit facility (the “Revolver”). As of October 1, 2023, the Revolver commitment is $235,000. The outstanding balance on the Revolver is due on December 15, 2026. Interest on borrowings under the Revolver is based on the Adjusted Term SOFR.

First Lien Credit Agreement Covenants: Obligations owed under the First Lien Credit Agreement are secured by a first priority security interest on substantially all assets of Bowlero Corp. and the guarantor subsidiaries. The First Lien Credit Agreement contains customary events of default, restrictions on indebtedness, liens, investments, asset dispositions, dividends and affirmative and negative covenants. The Company is subject to a financial covenant requiring that the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement) not exceed 6.00:1.00 as of the end of any fiscal quarter if amounts outstanding on the Revolver exceed an amount equal to 35% of the aggregate Revolver commitment (subject to certain exclusions) at the end of such fiscal quarter. In addition, payment of borrowings under the Revolver may be accelerated if there is an event of default, and Bowlero would no longer be permitted to borrow additional funds under the Revolver while a default or event of default were outstanding.

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Letters of Credit: Outstanding standby letters of credit as of October 1, 2023 and July 2, 2023 totaled $10,386, and are guaranteed by JP Morgan Chase Bank, N.A. The available amount of the Revolver is reduced by the outstanding standby letters of credit.

Other Equipment Loan: On August 19, 2022, the Company entered into an equipment loan agreement for a principal amount of $15,350 with JP Morgan Chase Bank, N.A.. The loan matures August 19, 2029 and bears a fixed interest rate of 6.24%. The loan is repaid on a monthly basis in fixed payments of $153 plus a final payment at maturity. The loan obligation is secured by a lien on the equipment.

Covenant Compliance: The Company was in compliance with all debt covenants as of October 1, 2023.

Interest rate collars: The Company entered into two interest rate collars effective as of March 31, 2023 for an aggregate notional amount of our Term Loan of $800,000. The collar hedging strategy stabilizes interest rate fluctuations by setting both a floor and a cap. The hedge transactions have a trade and hedge designation date of April 4, 2023. The hedge transactions, each for a notional amount of $400,000, provide for interest rate collars. The interest rate collars establish a floor on SOFR of 0.9429% and 0.9355%, respectively, and a cap on SOFR of 5.50%. The interest rate collars have a maturity date of March 31, 2026.

The fair value of the collar agreements as of October 1, 2023 and July 2, 2023 was an asset of $4,145 and $4,608, respectively, and is included within other current assets and other assets in the consolidated balance sheet.

Since SOFR was within the collar cap and floor rates, there was no interest impact on the statement of income.

(9) Income Taxes

The Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company's best estimate of the effective tax rate expected for the full year. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated (discrete items), are excluded from the estimated annual effective tax rate, and the related tax expense or benefit is reported in the same period as the related item. The Company’s effective tax rate for the three months ended October 1, 2023 was (113.4)%, which differs from the US federal statutory rate of 21% primarily due to income recognized in the period for book purposes associated with the change in fair value of the earnout liability which is treated as a discrete tax item and not included as taxable income. The Company’s effective tax rate for the three months ended October 2, 2022 was (1.3)% and differs from the US federal statutory rate of 21% due to certain non-deductible expenses, changes in the valuation allowance, and state and local taxes.

(10) Commitments and Contingencies

Litigation and Claims: The Company is currently, and from time to time may be, subject to claims and actions arising in the ordinary course of its business, including general liability, fidelity, workers’ compensation, employment claims, and Americans with Disabilities Act (“ADA”) claims. The Company has insurance to cover general liability and workers’ compensation claims and reserves for claims and actions in the ordinary course. The insurance is subject to a self-insured retention. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance.

There is currently a group of approximately 73 pending claims, filed with the Equal Employment Opportunity Commission (the “EEOC”) between 2016 and 2019, generally relating to claims of age discrimination. To date, the EEOC issued determinations of probable cause as to 55 of the charges, which the Company contests and intends to defend vigorously. The EEOC has also alleged a pattern or practice of age discrimination, which resulted in a determination of probable cause and, on August 22, 2022, the EEOC submitted a proposal for the Company to participate in the conciliation process. The EEOC’s proposal included a demand for monetary and non-monetary remedies. On April 11, 2023, the EEOC provided notice to the Company that its conciliation efforts were unsuccessful; moreover, the Company continues to contest the determinations issued by the EEOC with respect to all charges and intends to defend vigorously. The Company cannot estimate reasonably possible range of loss, if any, associated with these EEOC matters.

(11) Earnouts

There were 11,418,357 unvested earnout shares outstanding as of October 1, 2023 and July 2, 2023.

The outstanding unvested earnout shares will vest if the closing share price of Bowlero’s Class A common stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20 trading day period that occurs from December 15, 2021 through December 15, 2026.

All but 54,686 earnout shares are classified as a liability and changes in the fair value of the earnout shares are recognized in the statement of operations. Those 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 expected term or upon the contingency being met.

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(12) Fair Value of Financial Instruments

Debt

The fair value and carrying value of our debt as of October 1, 2023 and July 2, 2023 are as follows:


	October 1, 2023		July 2, 2023
Carrying value	$	1,301,853	$	1,164,662
Fair value	1,293,808		1,158,912

The fair value of our debt is estimated based on trading levels of lenders buying and selling their participation levels of funding (Level 2).

There were no transfers in or out of any of the levels of the valuation hierarchy during the three months ended October 1, 2023 and the fiscal year ended July 2, 2023.

Items Measured at Fair Value on a Recurring Basis

The Company holds certain assets and liabilities that are required to be measured at fair value on a recurring basis. The following table is a summary of fair value measurements and hierarchy level as of October 1, 2023 and July 2, 2023:


	October 1, 2023
	Level 1		Level 2		Level 3		Total
Interest rate collars	$	—	$	4,145	$	—	$	4,145
Total assets	$	—	$	4,145	$	—	$	4,145

Earnout shares	$	—	$	—	$	71,364	$	71,364
Total liabilities	$	—	$	—	$	71,364	$	71,364


	July 2, 2023
	Level 1		Level 2		Level 3		Total
Interest rate collars	—		4,608		—		4,608
Total assets	$	—	$	4,608	$	—	$	4,608

Earnout shares	$	—	$	—	$	112,041	$	112,041
Total liabilities	$	—	$	—	$	112,041	$	112,041

The fair value of earnout shares was estimated using a Monte Carlo simulation model (level 3 inputs). The key inputs into the Monte Carlo simulation as of October 1, 2023 were as follows:


			October 1, 2023
Expected term in years			3.21
Expected volatility			50%
Risk-free interest rate			4.78%
Stock price			$9.62
Dividend yield			—

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The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the periods ended October 1, 2023 and October 2, 2022:


	Three Months Ended
	October 1, 2023		October 2, 2022
Balance as of beginning of period	$	112,041	$	210,952
Issuances	5		67
Changes in fair value	(40,682)		40,760
Balance as of end of period	$	71,364	$	251,779

Items Measured at Fair Value on a Non-Recurring Basis

The Company’s significant assets measured at fair value on a non-recurring basis subsequent 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 less costs to sell. These inputs are classified as Level 2 fair value measurements.

Other Financial Instruments

Other financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses. The financial statement carrying amounts of these items approximate the fair value due to their short duration.

(13) Common Stock, Preferred Stock and Stockholders’ Equity

The Company is authorized to issue three classes of stock to be designated, respectively, Class A common 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 shall have authority to issue is 2,400,000,000, divided into the following:

Class A common stock:

•Authorized: 2,000,000,000 shares, with a par value of $0.0001 per share as of October 1, 2023 and July 2, 2023.

•Issued and Outstanding: 97,850,605 shares (inclusive of 1,595,485 shares contingent on certain stock price thresholds but excluding 23,443,487 shares held in treasury) as of October 1, 2023 and 107,666,301 shares (inclusive of 1,595,930 shares contingent on certain stock price thresholds but excluding 11,312,302 shares held in treasury) as of July 2, 2023.

Class B common stock:

•Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of October 1, 2023 and July 2, 2023.

•Issued and Outstanding: 58,519,437 and 60,819,437 shares as of October 1, 2023 and July 2, 2023, respectively.

Preferred Stock:

•Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of October 1, 2023 and July 2, 2023.

•Issued and Outstanding: 136,373 shares as of October 1, 2023 and July 2, 2023.

Series A Preferred Stock

Dividends accumulate on a cumulative basis on a 360-day year commencing from the issue date. The dividend rate is fixed at 5.5% per annum on a liquidation preference of $1,000 per share. Payment dates are June 30 and December 31 of each year with a record date of June 15 for the June 30 payment date and December 15 for the December 31 payment date. Declared dividends will be paid in cash if the Company declares the dividend to be paid in cash. If the Company does not pay all or any portion of the dividends that have accumulated as of any payment date, then the dollar amount of the dividends not paid in cash will be added to the liquidation preference and deemed to be declared and paid in-kind. For the period ended October 1, 2023, there were no dividends declared or paid in cash on the Preferred Stock. For the period ended October 1, 2023, no accumulated dividends were added to the liquidation preference and deemed to be declared and paid in-kind. For the period ended October 1, 2023, dividends in the amount of $1,962 were accumulated on the Preferred Stock.

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Shares Repurchase Program

On February 7, 2022, the Company announced that its Board of Directors authorized a share repurchase program providing for repurchases of up to $200,000 of the Company’s outstanding Class A common stock through February 3, 2024. On September 6, 2023, the Board of Directors authorized a second replenishment of the share repurchase program to $200,000. Treasury stock purchases are stated at cost and presented as a reduction of equity on the condensed consolidated balance sheets. Repurchases of shares are made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including stock price, regulatory limitations, debt agreement limitations, and other market and economic factors. The share repurchase plan does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase plan at any time.

As of October 1, 2023, the remaining balance of the repurchase plan was $134,369. For the quarter ended October 1, 2023, 12,131,185 shares of Class A common stock were repurchased for a total of $131,350, for an average purchase price per share of $10.83.

(14) Share-Based Compensation

The Company has three stock plans: the 2017 Stock Incentive Plan (“2017 Plan”), the Bowlero Corp. 2021 Omnibus Incentive Plan (“2021 Plan”) and the Bowlero Corp. Employee Stock Purchase Plan (“ESPP”). These stock incentive plans are designed to attract and retain key personnel by providing them the opportunity to acquire equity interest in the Company and align the interest of key personnel with those of the Company’s stockholders.

As of October 1, 2023 and July 2, 2023, the total compensation cost not yet recognized is as follows:


	Award Plan	October 1, 2023		July 2, 2023
Stock options	2021 Plan	$	23,901	$	31,032
Service based RSUs	2021 Plan	4,615		5,743
Market and service based RSUs	2021 Plan	1,120		1,351
Earnout RSUs	2021 Plan	276		300
ESPP		240		378
Total unrecognized compensation cost		$	30,152	$	38,804

Share-based compensation recognized in the consolidated statement of operations for the three months ended October 1, 2023 and October 2, 2022 is as follows:


		Three Months Ended
	Award Plan	October 1, 2023		October 2, 2022
Stock options	2021 Plan	$	669	$	2,358
Service based RSUs	2021 Plan	914		982
Market and service based RSUs	2021 Plan	170		141
Earnout RSUs	2021 Plan	20		45
ESPP		138		122
Total share-based compensation expense		$	1,911	$	3,648

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(15) Net Income (Loss) Per Share

The computation of basic and diluted net income (loss) per share of Class A common stock and Class B common stock is as follows:


	Three Months Ended
	October 1, 2023						October 2, 2022
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net income (loss) allocated to common stockholders	$	9,465	$	5,743	$	15,208	$	(23,860)	$	(12,475)	$	(36,335)

Denominator
Weighted-average common shares outstanding	100,160,503		60,768,888		160,929,391		106,943,394		55,911,203		162,854,597

Net income (loss) per share, basic	$	0.09	$	0.09	$	0.09	$	(0.22)	$	(0.22)	$	(0.22)


	Three Months Ended
	October 1, 2023						October 2, 2022
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net income (loss) allocated to stockholders	$	9,465	$	5,743	$	15,208	$	(23,860)	$	(12,475)	$	(36,335)

Denominator
Weighted-average common shares outstanding	100,160,503		60,768,888		160,929,391		106,943,394		55,911,203		162,854,597
Impact of incremental shares	2,517,655		5,456,462		7,974,117		*		*		*
Total	102,678,158		66,225,350		168,903,508		106,943,394		55,911,203		162,854,597

Net income (loss) per share, diluted	$	0.09	$	0.09	$	0.09	$	(0.22)	$	(0.22)	$	(0.22)

*The impact of 25,124,943 potentially dilutive convertible preferred stock, service based RSUs, stock options, and purchases of shares under our ESPP were excluded from the diluted per share calculations because they would have been antidilutive.

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(16) Supplemental Cash Flow Information


	October 1, 2023		October 2, 2022
Cash paid during the period for:
Interest (1)	$	36,651	$	18,517
Income taxes, net of refunds	28		2,519
Noncash investing and financing transactions:
Capital expenditures in accounts payable	24,313		10,695
Change in fair value of interest rate collars	(463)		—
Unsettled trade payable	8,329		1,999
Excise tax	1,312		—

(1)Includes cash paid for the interest portion on finance leases. See Note 6 - Leases for more information

(17) Subsequent Events

On October 19, 2023, the Company entered into a transaction with VICI Properties Inc. (“VICI”) relating to the transfer of land and real estate assets of 38 bowling entertainment centers for an aggregate value of $432,900, in which we received cash proceeds of $404,800. The Company then entered into a triple-net master lease agreement with VICI for an initial term of 25 years, with six 5-year tenant renewal options.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with Bowlero Corp.’s unaudited condensed consolidated financial statements and the related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2023 as filed with the Securities and Exchange Commission (“SEC”) on September 11, 2023. 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 for the fiscal year ended July 2, 2023. Actual results may differ materially from those contained in any forward-looking statements. All period references are to our fiscal periods unless otherwise indicated. Unless the context otherwise requires, references in this “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 in this section is presented in thousands, unless otherwise noted, except share and per share amounts.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Bowlero. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The 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, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our business strategy, financial projections, anticipated growth and market opportunities.

These forward-looking statements are based on information available as of the date of 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.

In addition, statements that we “believe,” and similar statements reflect only our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on

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Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause our actual results to differ include those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 2, 2023.

Overview

Bowlero Corp. is the world’s largest operator of bowling entertainment centers. The Company operates traditional bowling centers and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting.

The Company remains focused on creating long-term shareholder value through continued organic growth, the conversion and upgrading of centers to more upscale entertainment concepts offering a broader range of offerings, the opening of new centers and acquisitions.

Recent Developments

Bowlero’s results for the quarter ended October 1, 2023 exhibited the planned fiscal year 2024 reinvestment in the business through acquisitions, new builds, and conversions. To highlight the Company’s recent activity during the quarter ended October 1, 2023 and through the filing of this Quarterly Report on Form 10-Q:

•We made three acquisitions in which we acquired 17 bowling entertainment centers during the quarter ended October 1, 2023. We have signed two agreements to acquire two additional centers as of October 1, 2023, which are expected to close in the second quarter of fiscal year 2024.

•We completed and opened one new build-out during the quarter ended October 1, 2023 and have a total of seven signed agreements for build-outs in prime markets.

•Renovations and remodels are underway at 14 bowling centers.

•We entered into a transaction with VICI Properties Inc. (“VICI”) on October 19, 2023 relating to the transfer of land and real estate assets of 38 bowling entertainment centers for an aggregate value of $432,900.

Trends

There are a number of factors that could to materially affect our future profitability, including changing economic conditions with the resulting impact on our sales, profitability, and capital spending, changes in our debt levels and applicable interest rates, and increasing prices of labor, raw materials and other food and beverage costs. Additionally, sales and results of operations could be impacted by acquisitions and restructuring projects. Restructuring can include various projects, including closure of centers not performing well, cost reductions through staffing reductions, and optimizing and allocating resources to improve profitability.

Our operating results fluctuate seasonally. We typically generate our highest sales volumes during the third quarter of each fiscal year due to the timing of leagues, holidays and changing weather conditions. School operating schedules, holidays and weather conditions may also affect our sales volumes in some operating regions differently than others. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for our full fiscal year.

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Presentation of Results of Operations

The Company reports on a fiscal year, with each quarter generally comprised of one 5-week period and two 4-week periods.

Results of Operations

Three Months Ended October 1, 2023 Compared to the Three Months Ended October 2, 2022

Analysis of Consolidated Statement of Operations. The following table displays certain items from our consolidated statements of operations for the quarters presented below:


	Three Months Ended
(in thousands)	October 1, 2023		%(1)		October 2, 2022		%(1)		Change		% Change
Revenues	$	227,405	100.0	%	$	230,260	100.0	%	$	(2,855)	(1.2)	%
Costs of revenues	182,921		80.4	%	165,202		71.7	%	17,719		10.7	%
Gross profit	44,484		19.6	%	65,058		28.3	%	(20,574)		(31.6)	%

Operating (income) expenses:
Selling, general and administrative expenses	37,765		16.6	%	32,494		14.1	%	5,271		16.2	%
Asset impairment	26		—	%	84		—	%	(58)		(69.0)	%
Gain on sale or disposal of assets	(27)		—	%	(155)		(0.1)	%	(128)		(82.6)	%
Other operating expense	1,364		0.6	%	1,362		0.6	%	2		0.1	%
Total operating expense	39,128		17.2	%	33,785		14.7	%	5,343		15.8	%
Operating profit	5,356		2.4	%	31,273		13.6	%	(25,917)		(82.9)	%
Other (income) expenses:
Interest expense, net	37,449		16.5	%	23,570		10.2	%	13,879		58.9	%
Change in fair value of earnout liability	(40,682)		(17.9)	%	40,760		17.7	%	(81,442)		*
Other expense	53		—	%	48		—	%	5		10.4	%
Total other (income) expense	(3,180)		(1.4)	%	64,378		28.0	%	(67,558)		*
Income (loss) before income tax (benefit) expense	8,536		3.8	%	(33,105)		(14.4)	%	41,641		*
Income tax (benefit) expense	(9,683)		(4.3)	%	429		0.2	%	(10,112)		*
Net income (loss)	$	18,219	8.0	%	$	(33,534)	(14.6)	%	51,753		*

___________

(1) Percent calculated as a percentage of revenues and may not total due to rounding.

*Represents a change equal to or in excess of 100% or one that is not meaningful.

Revenues: For the quarter ended October 1, 2023, revenues totaled $227,405 and represented a decrease of $2,855, or 1%, over the same period of last fiscal year. The decrease in revenues is primarily attributable to a decrease in same-store revenue. The following table summarizes the decrease in the Company’s revenue on a same-store-basis for the quarter ended October 1, 2023 as compared to the corresponding period last fiscal year:


	Three Months Ended
(in thousands)	October 1, 2023		October 2, 2022		Change		% Change
Center revenues on a same-store basis (1)	$	209,146	$	224,668	$	(15,522)	(6.9)	%
Revenues for media, new and closed centers	18,259		5,592		12,667		226.5	%
Total revenues	$	227,405	$	230,260	$	(2,855)	(1.2)	%

___________

(1) Revenues from 312 centers are included in the same-store comparable center base for the comparison in the above table. In our previously filed 10-Q for the three months ended October 2, 2022, revenues from 291 centers were included in the same-store

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comparable center base for the comparison to the three months ended September 26, 2021. The comparable center base changes from period to period as a result of fluctuations in the center population through acquisitions, new builds and closed centers.

Same-store revenues includes revenue from centers that are open in periods presented (open in both the current period and the prior period being reported) and excludes revenues from centers that are not open in periods presented such as acquired new centers or centers closed for upgrades, renovations or other such reasons, as well as media revenues. The decrease in same-store revenues during the quarter ended October 1, 2023 reflects, among other factors, a reduction in walk-in or retail business relative to the consumer environment during the same period of last fiscal year, which was partially offset by increased league and group event business.

Cost of Revenues: Cost of revenues increased $17,719, or 11%. Increases in costs were in most areas and include labor, supplies, repairs & maintenance, depreciation, rent, and utilities. The increase in costs was mainly attributable to bowling center count growth from acquisitions and lease agreements since the first quarter of fiscal 2023 coupled with higher costs due to inflation. For instance, the increase in labor costs reflects the additional staffing and higher pay rates to support the growing business and leave it in a strong position to maximize results in the key second and third quarters of the fiscal year. Furthermore, the increase in depreciation reflects the added depreciable assets through acquisitions and capital expenditures. Cost of revenues as a percent of revenues increased from 72% during the first quarter of fiscal 2023 to almost 80% during the first quarter of fiscal 2024, mainly due to the aforementioned costs increasing at a faster rate than revenues.

Selling, general and administrative expenses (“SG&A”): SG&A expenses increased $5,271 or 16% to $37,765, mainly due to the increases in compensation and benefits and professional fees. The increase in compensation reflects the increases in pay rates and higher staffing to support the growing business. The increase in professional fees is mainly attributable to the heightened acquisition activity (inclusive of activity by the Company to pursue potential acquisitions) and scale of acquisitions as compared to the first quarter of fiscal 2023. The aforementioned increases were partially offset by lower share-based compensation expense due to forfeitures. Total SG&A expenses as a percent of revenues for the first quarter of fiscal 2024 was approximately 17% as compared to 14% during the corresponding period last fiscal year. The increase in SG&A costs as a percent of revenues is mainly due to the certain costs, including compensation-related costs and professional fees, increasing at a faster rate than revenues.

Interest expense, net: Interest expense primarily relates to interest on debt and finance leases. Interest expense increased $13,879, or 59%, to $37,449. The higher interest expense is primarily the result of higher interest rates and our increased debt and finance lease obligations.

Change in fair value of earnouts: The favorable impact on the statement of operations during the quarter ended October 1, 2023 is mainly due to the decrease in the fair value of the earnouts, which mainly reflects the decrease in the Company’s stock price in the current quarter.

Income Taxes: Income tax (benefit) expense and deferred tax assets and liabilities reflect management’s assessment of the Company’s tax position. The effective tax rate of (113.4)% for the quarter ended October 1, 2023 was primarily attributed to income recognized for book purposes in the period associated with the change in fair value of the earnout liability which is treated as a discrete tax item and not included as taxable income. The effective tax rate of (1.3)% for the quarter ended October 2, 2022 was primarily attributed to state income tax expense and certain non-deductible expenses offset in part by changes in the valuation allowance.

Non-GAAP measure

Adjusted EBITDA is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. The Company believes certain financial measures which meet the definition of non-GAAP financial measures provide important supplemental information. The Company considers Adjusted EBITDA as an important financial measure because it provides a financial measure of the quality of the Company’s earnings. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure. Adjusted EBITDA is used by management in addition to and in conjunction with the results presented in accordance with GAAP. We have presented Adjusted EBITDA solely as a supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, such as Interest Expense, Income Taxes, Depreciation and Amortization, Impairment Charges, Share-based Compensation, EBITDA from Closed Centers, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, Changes in the value of earnouts, and Other. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

Refer to notes below for additional details concerning the respective items for Adjusted EBITDA.

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The following table provides a reconciliation from net income (loss) to Adjusted EBITDA for the three months ended October 1, 2023 and October 2, 2022:


	October 1, 2023		October 2, 2022
Net income (loss)	$	18,219	$	(33,534)
Adjustments:
Interest expense	39,032		23,570
Income tax (benefit) expense	(9,683)		429
Depreciation, amortization and impairment charges	32,026		26,351
Share-based compensation	1,911		3,648
Closed center EBITDA (1)	2,462		379
Foreign currency exchange loss (gain)	79		(71)
Asset disposition gain	(27)		(155)
Transactional and other advisory costs (2)	8,398		4,166
Changes in the value of earnouts (3)	(40,682)		40,760
Other, net (4)	399		(234)
Adjusted EBITDA	$	52,134	$	65,309

Notes to Adjusted EBITDA:

(1)The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period.

(2)The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated.

(3)The adjustment for changes in the value of earnouts is to remove of the impact of the revaluation of the earnouts. As a result of the Business Combination, the Company recorded liabilities for earnouts. Changes in the fair value of the earnout liability is recognized in the statement of operations. Decreases in the liability will have a favorable impact on the statement of operations and increases in the liability will have an unfavorable impact.

(4)Other includes the following related to transactions that do not represent ongoing or frequently recurring activities as part of the Company’s operations: (i) non-routine expenses, net of recoveries for matters outside the normal course of business and (ii) other individually de minimis expenses. Certain prior year amounts have been reclassified to conform to current year presentation.

Liquidity and Capital Resources

We manage our liquidity through assessing available cash-on-hand, our ability to generate cash and our ability to borrow or otherwise raise capital to fund operating, investing and financing activities. The Company remains in a positive financial position with available cash balances.

A core tenet of our long-term strategy is to grow the size and scale of the Company in order to improve our operating profit margins through leveraging our fixed costs. As such, one of the Company’s known cash requirements is for capital expenditures related to the construction of new centers and upgrading and converting existing centers. We believe our financial position, generation of cash, available cash on hand, existing credit facility, and access to potentially obtain additional financing from sale-lease-back transactions or other sources will provide sufficient capital resources to fund our operational requirements, capital expenditures, and material short and long-term commitments for the foreseeable future. However, there are a number of factors that may hinder our ability to access these capital resources, including but not limited to our degree of leverage and potential borrowing restrictions imposed by our lenders See “Risk Factors” included in our previously filed Annual Report on Form 10-K for the fiscal year ended July 2, 2023 for further information.

At October 1, 2023, we had approximately $40,088 of available cash and cash equivalents.

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Three Months Ended October 1, 2023 Compared To the Three Months Ended October 2, 2022

The following compares the primary categories of the consolidated statements of cash flows for the period ended October 1, 2023 and October 2, 2022:


	Three Months Ended				$ Change
(in thousands)	October 1, 2023		October 2, 2022
Net cash provided by operating activities	$	16,083	$	35,573	$	(19,490)
Net cash used in investing activities	(176,576)		(62,492)		(114,084)
Net cash provided by financing activities	5,091		5,167		(76)
Effect of exchange rate changes on cash	(143)		(123)		(20)
Net change in cash and cash equivalents	$	(155,545)	$	(21,875)	$	(133,670)

During the quarter ended October 1, 2023, net cash provided from operations totaled $16,083, as compared to $35,573 during the same period of the prior fiscal year. The decrease in cash provided by operating activities primarily reflects higher cost of revenues.

Investing activities utilized $176,576, reflecting our acquisitions of businesses and capital expenditures, as well as center conversions and related capital expenditures. The higher level of cash used in investing activities during the period mainly reflects the acquisition of Lucky Strike, which had a larger purchase price as compared to the bowling centers acquired during the same period of the prior fiscal year. We expect to continue to invest in accretive acquisitions in future periods as well as center upgrades and conversions.

Financing activities generated $5,091, reflecting proceeds from revolver draws of $140,000, partially offset by $130,140 for the repurchase of treasury stock.

Our contractual obligations primarily include, but are not limited to, debt service, self-insurance liabilities, and leasing arrangements. We believe our sources of liquidity, namely available cash on hand, positive operating cash flows, and access to capital markets will continue to be adequate to meet our contractual obligations, as well as fund working capital, planned capital expenditures, center acquisitions, and execute purchases under our share repurchase program.

On October 19, 2023, we entered into a transaction with VICI relating to the transfer of land and real estate assets of 38 bowling entertainment centers for aggregate value of $432,900. Proceeds are expected to be used to accelerate new builds, deploy capital into acquisitions and conversions, return capital to shareholders, pay down a portion of Bowlero’s debt, and for general corporate purposes. The Company then entered into a triple-net master lease agreement with VICI for an initial term of 25 years, with six 5-year tenant renewal options.

Critical Accounting Estimates

Our critical accounting estimates are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our fiscal year 2023 Form 10-K under “Critical Accounting Estimates.” There have been no significant changes in our critical accounting estimates during the three months ended October 1, 2023.

Recently Issued Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted during the quarter ended October 1, 2023 and, that are applicable to us and likely to have material effect on our consolidated financial statements, but have not yet been adopted, see Note 1 - Description of Business and Significant Accounting Policies of the notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Emerging Growth Company Accounting Election

We are currently an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in, among other things, interest rates, credit risk, labor costs, health insurance claims and foreign currency exchange rates, which could impact its results of operations and financial condition. We attempt to address our exposure to these risks through our normal operating and financing activities.

Interest Rate Risk

Under our term and revolving credit facilities, we are exposed to a certain level of interest rate risk. Interest on the principal amount of our borrowings under our revolving credit facility loan accrues at the Adjusted Term Secured Overnight Financing Rate or the Alternate Base Rate, as further described in the credit agreement governing our term and revolving credit facilities. An increase or decrease of 1.0% in the effective interest rate would cause an increase or decrease to interest expense of approximately $12,870 over a twelve month period on our outstanding debt without considering the impact of hedging. The Company entered into two hedging transactions effective as of March 31, 2023 for an aggregate notional amount of our Term Loan of $800,000. The hedge transactions have a trade and hedge designation date of April 4, 2023. The hedge transactions, each for a notional amount of $400,000, provide for interest rate collars. The interest rate collars establish a floor on SOFR of 0.9429% and 0.9355%, respectively, and a cap on SOFR of 5.50%. The interest rate collars have a maturity date of March 31, 2026.

Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and temporary investments. We are exposed to credit losses in the event of non-performance by counter parties to our financial instruments. We place cash and temporary investments with various high-quality financial institutions. Although we do not obtain collateral or other security to secure these obligations, we periodically monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds.

Commodity Price Risk

We are exposed to market price fluctuation in food, beverage, supplies and other costs such as energy. Given the historical volatility of certain of our food product prices, including proteins, produce, dairy products, and cooking oil, these fluctuations can materially impact our food costs. While our purchasing commitments partially mitigate the risk of such fluctuations, there is no assurance that supply and demand factors such as disease or inclement weather will not cause the prices of the commodities used in our food operations to fluctuate. Additionally, the cost of purchased materials may be influenced by tariffs and other trade regulations which are outside of our control. To the extent that we do not pass along cost increases to our customers, our results of operations may be adversely affected.

Inflation

We experience inflation related to our purchase of certain products that we need to operate our business. This price volatility could potentially have a material impact on our financial condition and/or our results of operations. In order to mitigate price volatility, we monitor price fluctuations and may adjust our prices accordingly, however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is properly 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. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of October 1, 2023.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting practices or processes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our first quarter ended October 1, 2023.

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Part II

Item 1. Legal Proceedings

For a description of all material pending legal proceedings, see Note 10 - Commitments and Contingencies of the notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes to our risk factors contained in Part I. Item IA. “Risk Factors” of our Annual Report on Form 10-K for the year ended July 2, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of our securities made by us for the quarter ended October 1, 2023.


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 Publicly Announced Repurchase Program*
July 3, 2023 to August 6, 2023	6,221,060	$	11.45	6,221,060	$	76,559
August 7, 2023 to September 3, 2023	510,967	12.02		510,967	70,418
September 4, 2023 to October 1, 2023	5,399,158	9.99		5,399,158	134,369
Total	12,131,185	$	10.83	12,131,185

*The average price paid per share and dollar value of shares that may yet be purchased under the plan includes any commissions paid to repurchase stock (but excludes any excise taxes).

Item 6. Exhibits


Exhibit No.						Description
31.1+						Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2+						Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1+						Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2+						Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File (embedded within the Inline iXBRL document).

____________

+ Filed herewith.

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Index to Notes

SIGNATURES

Pursuant 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.


		BOWLERO CORP.

Date:	November 7, 2023	By:	/s/ Robert M. Lavan
		Name:	Robert M. Lavan
		Title:	Chief Financial Officer
			(Principal Financial Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas F. Shannon, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Bowlero Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 7, 2023			/s/ Thomas F. Shannon
			Thomas F. Shannon
			Chairman, Chief Executive Officer and President
			Bowlero Corp.

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert M. Lavan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Bowlero Corp.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 7, 2023			/s/ Robert M. Lavan
			Robert M. Lavan
			Chief Financial Officer
			Bowlero Corp.

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bowlero Corp. (the “Company”) for the quarterly period ended October 1, 2023, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Thomas F. Shannon, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 7, 2023			/s/ Thomas F. Shannon
			Thomas F. Shannon
			Chairman, Chief Executive Officer and President
			Bowlero Corp.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the U.S. Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Bowlero Corp. (the “Company”) for the quarterly period ended October 1, 2023, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Brett I. Parker, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 7, 2023			/s/ Robert M. Lavan
			Robert M. Lavan
			Chief Financial Officer
			Bowlero Corp.

Cover - shares	3 Months Ended
Cover - shares	Oct. 01, 2023	Nov. 01, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 01, 2023
Document Transition Report	false
Entity File Number	001-40142
Entity Registrant Name	BOWLERO CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1632024
Entity Address, Address Line One	7313 Bell Creek Road
Entity Address, City or Town	Mechanicsville
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23111
City Area Code	(804)
Local Phone Number	417-2000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BOWL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001840572
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--06-30
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		92,768,345
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		58,519,437

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Current assets:
Cash and cash equivalents	$ 40,088	$ 195,633
Accounts and notes receivable, net of allowance for doubtful accounts	4,087	3,092
Inventories, net	13,183	11,470
Prepaid expenses and other current assets	19,393	18,395
Assets held-for-sale	2,069	2,069
Total current assets	78,820	230,659
Property and equipment, net	773,057	697,850
Internal use software, net	20,792	17,914
Operating lease right of use assets, net	550,113	449,085
Finance lease right of use assets, net	540,186	515,339
Intangible assets, net	100,087	90,986
Goodwill	825,522	753,538
Deferred income tax asset	86,237	73,807
Other assets	12,582	12,096
Total assets	2,987,396	2,841,274
Current liabilities:
Accounts payable and accrued expenses	141,164	121,226
Current maturities of long-term debt	9,595	9,338
Current obligations of operating lease liabilities	26,194	23,866
Other current liabilities	16,650	14,281
Total current liabilities	193,603	168,711
Long-term debt, net	1,276,371	1,138,687
Long-term obligations of operating lease liabilities	541,937	431,295
Long-term obligations of financing lease liabilities	678,720	652,450
Earnout liability	71,364	112,041
Other long-term liabilities	35,220	34,380
Deferred income tax liabilities	4,079	4,160
Total liabilities	2,801,294	2,541,724
Commitments and Contingencies (Note 10)
Temporary Equity
Series A preferred stock	144,329	144,329
Stockholders’ Equity
Additional paid-in capital	507,935	506,112
Treasury stock, at cost	(268,063)	(135,401)
Accumulated deficit	(201,440)	(219,659)
Accumulated other comprehensive income	3,325	4,152
Total stockholders’ equity	41,773	155,221
Total liabilities, temporary equity and stockholders’ equity	2,987,396	2,841,274
Class A common stock
Stockholders’ Equity
Common stock	10	11
Class B common stock
Stockholders’ Equity
Common stock	$ 6	$ 6

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Income Statement [Abstract]
Revenues	$ 227,405	$ 230,260
Costs of revenues	182,921	165,202
Gross profit	44,484	65,058
Operating (income) expenses:
Selling, general and administrative expenses	37,765	32,494
Asset impairment	26	84
Gain on sale or disposal of assets	(27)	(155)
Other operating expense	1,364	1,362
Total operating expense	39,128	33,785
Operating profit	5,356	31,273
Other (income) expenses:
Interest expense, net	37,449	23,570
Change in fair value of earnout liability	(40,682)	40,760
Other expense	53	48
Total other (income) expense	(3,180)	64,378
Income (loss) before income tax (benefit) expense	8,536	(33,105)
Income tax (benefit) expense	(9,683)	429
Net income (loss)	18,219	(33,534)
Series A preferred stock dividends	(1,962)	(2,801)
Earnings allocated to Series A preferred stock	(1,049)	0
Net (loss) income attributable to common stockholders, basic	15,208	(36,335)
Net (loss) income attributable to common stockholders, diluted	$ 15,208	$ (36,335)
Net income (loss) per share attributable to common stockholders
Basic (in dollars per share)	$ 0.09	$ (0.22)
Diluted (in dollars per share)	$ 0.09	$ (0.22)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic (in shares)	160,929,391	162,854,597
Diluted (in shares)	168,903,508	162,854,597

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 18,219	$ (33,534)
Other comprehensive loss, net of income tax:
Unrealized loss on derivatives	(340)	0
Foreign currency translation adjustment	(487)	(367)
Other comprehensive loss	(827)	(367)
Total comprehensive income (loss)	$ 17,392	$ (33,901)

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity - USD ($) $ in Thousands	Total	Series A preferred stock	Class A common stock	Class B common stock	Common stock Class A common stock	Common stock Class B common stock	Treasury stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income (loss)
Beginning balance (in shares) at Jul. 03, 2022		200,000
Beginning balance at Jul. 03, 2022		$ 206,002
Ending balance (in shares) at Oct. 02, 2022		200,000
Ending balance at Oct. 02, 2022		$ 206,002
Beginning balance (in shares) at Jul. 03, 2022					110,395,630	55,911,203
Beginning balance at Jul. 03, 2022	$ (13,682)				$ 11	$ 6	$ (34,557)	$ 335,015	$ (312,851)	$ (1,306)
Beginning balance (in shares) at Jul. 03, 2022							3,430,667
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(33,534)								(33,534)
Foreign currency translation adjustment	(367)									(367)
Unrealized loss on derivatives	0
Share-based compensation (in shares)					50,317
Share-based compensation	3,279							3,279
Shares repurchased (in shares)					468,103		468,103
Repurchase of Class A common stock into Treasury stock	(5,462)						$ (5,462)
Ending balance (in shares) at Oct. 02, 2022					109,977,844	55,911,203
Ending balance at Oct. 02, 2022	(49,766)				$ 11	$ 6	$ (40,019)	338,294	(346,385)	(1,673)
Ending balance (in shares) at Oct. 02, 2022							3,898,770
Beginning balance (in shares) at Jul. 02, 2023		136,373
Beginning balance at Jul. 02, 2023	144,329	$ 144,329
Ending balance (in shares) at Oct. 01, 2023		136,373
Ending balance at Oct. 01, 2023	144,329	$ 144,329
Beginning balance (in shares) at Jul. 02, 2023			107,666,301		107,666,301	60,819,437
Beginning balance at Jul. 02, 2023	$ 155,221				$ 11	$ 6	$ (135,401)	506,112	(219,659)	4,152
Beginning balance (in shares) at Jul. 02, 2023	11,312,302						11,312,302
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 18,219								18,219
Foreign currency translation adjustment	(487)									(487)
Unrealized loss on derivatives	(340)									(340)
Conversion of Class B common stock into Class A common stock (in shares)					2,300,000	2,300,000
Share-based compensation (in shares)					15,489
Share-based compensation	1,823							1,823
Shares repurchased (in shares)			12,131,185		12,131,185		12,131,185
Repurchase of Class A common stock into Treasury stock	(132,663)		$ (131,350)		$ (1)		$ (132,662)
Ending balance (in shares) at Oct. 01, 2023			97,850,605	58,519,437	97,850,605	58,519,437
Ending balance at Oct. 01, 2023	$ 41,773				$ 10	$ 6	$ (268,063)	$ 507,935	$ (201,440)	$ 3,325
Ending balance (in shares) at Oct. 01, 2023	23,443,487						23,443,487

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Operating activities
Net income (loss)	$ 18,219	$ (33,534)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Asset impairment	26	84
Depreciation and amortization	31,352	26,267
Gain on sale or disposal of assets, net	(27)	(155)
Income from joint venture	(71)	(99)
Amortization of deferred financing costs	846	956
Amortization of deferred rent incentive	0	(567)
Non-cash interest expense on capital lease obligation	0	4,510
Non-cash interest expense on finance lease obligation	935	0
Non-cash operating lease expense	7,822	0
Non-cash portion of gain on lease modification	(499)	0
Amortization of deferred sale lease-back gain	0	(257)
Deferred income taxes	(9,697)	0
Share-based compensation	1,911	3,648
Distributions from joint venture	72	109
Change in fair value of earnout liability	(40,682)	40,760
Change in fair value of marketable securities	0	(89)
Changes in assets and liabilities, net of business acquisitions:
Accounts receivable and notes receivable, net	(995)	(205)
Inventories	(1,178)	(824)
Prepaids, other current assets and other assets	(1,913)	(915)
Accounts payable and accrued expenses	16,613	(3,947)
Other current liabilities	(163)	(1,125)
Other long-term liabilities	(6,488)	956
Net cash provided by operating activities	16,083	35,573
Investing activities
Purchases of property and equipment	(50,674)	(44,709)
Purchases of intangible assets	(112)	(17)
Proceeds from sale of intangibles	65	0
Purchase of marketable securities	0	(11,594)
Proceeds from sale of marketable securities	0	9,746
Acquisitions, net of cash acquired	(125,855)	(15,918)
Net cash used in investing activities	(176,576)	(62,492)
Financing activities
Repurchase of Class A common stock into Treasury stock	(130,140)	(7,558)
Proceeds from long-term debt	0	15,350
Proceeds from Revolver draws	140,000	0
Payment of long-term debt	(3,109)	(2,126)
Payment on finance leases	(1,576)	0
Payments for tax withholdings on share-based compensation	(84)	(499)
Net cash provided by financing activities	5,091	5,167
Effect of exchange rates on cash	(143)	(123)
Net decrease in cash and equivalents	(155,545)	(21,875)
Cash and cash equivalents at beginning of period	195,633	132,236
Cash and cash equivalents at end of period	$ 40,088	$ 110,361

Description of Business and Significant Accounting Policies	3 Months Ended
	Oct. 01, 2023
Accounting Policies [Abstract]
Description of Business and Significant Accounting Policies	Description of Business and Significant Accounting Policies Bowlero Corp., a Delaware corporation, and its subsidiaries (referred to herein as , the “Company”, “Bowlero”, “we,” “us” and “our”) are the world’s largest operator of bowling entertainment centers. The Company operates bowling entertainment centers under different brand names. Our AMF and Bowl America branded centers are traditional bowling centers, while the Bowlero and Lucky Strike branded centers offer a more upscale entertainment concept with lounge seating, enhanced food and beverage offerings, and more robust customer service for individuals and group events. See Note - 3 Business Acquisitions for additional information on our newly acquired Lucky Strike centers. Additionally, within the brands, there exists a spectrum where some AMF branded centers are more upscale and some Bowlero branded centers are more traditional. All of our centers, regardless of branding, are managed in a fully integrated and consistent basis since all of our centers are in the same business of operating bowling entertainment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2023. Principles of Consolidation: The consolidated financial statements and related notes include the accounts of Bowlero Corp. and the subsidiaries it controls. Control is determined based on ownership rights or, when applicable, based on whether the Company is considered to be the primary beneficiary of a variable interest entity. The Company’s interest in 20% to 50% owned companies that are not controlled are accounted for using the equity method, unless the Company does not sufficiently influence the management of the investee. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the balance sheets, statement of operations and accompanying notes. Significant estimates made by management include, but are not limited to, cash flow projections; the fair value of assets and liabilities in acquisitions; derivatives with hedge accounting; share-based compensation; depreciation and impairment of long-lived assets; carrying amount and recoverability analyses of property and equipment, assets held for sale, goodwill and other intangible assets; valuation of deferred tax assets and liabilities and income tax uncertainties; and reserves for litigation, claims and self-insurance costs. Actual results could differ from those estimates. Fair-value Estimates: We have various financial instruments included in our financial statements. Financial instruments are carried in our financial statements at either cost or fair value. We estimate fair value of assets and liabilities using the following hierarchy using the highest level possible: Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had highly liquid investments classified as cash equivalents of $8,997 and $166,510 at October 1, 2023 and July 2, 2023, respectively. The Company accepts a range of debit and credit cards, and these transactions are generally transmitted to a bank for reimbursement within 24 hours. The payments due from the banks for these debit and credit card transactions are generally received, or settled, within 24 to 48 hours of the transmission date. The Company considers all debit and credit card transactions that settle in less than seven days to be cash equivalents. Amounts due from the banks for these transactions classified as cash equivalents totaled $10,439 and $9,066 at October 1, 2023 and July 2, 2023, respectively. Derivatives: We are exposed to interest rate risk. To manage this risk, we entered into interest rate collar derivative transactions associated with a portion of our outstanding debt. The interest rate collars, which are designated for accounting purposes as cash flow hedges, establish a cap and floor on the Secured Overnight Financing Rate (SOFR). The Company's interest rate collars expire on March 31, 2026. For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the effective portion of the gain or loss on the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Gains and losses on the financial derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The interest rate collar agreements effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to include a cap and floor, thus reducing the impact of interest rate changes on future interest expense. See Note 8 - Debt for more information. Net Income (Loss) Per Share Attributable to Common Stockholders: We compute net income (loss) per share of Class A common stock and Class B common stock under the two-class method. Holders of Class A common stock and Class B common stock have equal rights to the earnings of the Company. Our participating securities include the redeemable convertible preferred stock that have a non-forfeitable right to dividends in the event that a dividend is paid on common stock, but do not participate in losses, and thus are not included in a two-class method in periods of loss. In periods where the Company reports a net loss, all potentially dilutive securities are excluded from the calculation of the diluted net loss per share attributable to common stockholders as their effect is antidilutive and accordingly, basic and diluted net loss per share attributable to common stockholders will be the same. Dilutive securities include convertible preferred stock, earnouts, stock options, and restricted stock units (“RSUs”). See Note 15 - Net Income (Loss) Per Share. Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth 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 reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Further, 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 our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used. Recently Issued Accounting Standards: We reviewed the accounting pronouncements that became effective for fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements.

Revenue

3 Months Ended

Oct. 01, 2023

Revenue from Contract with Customer [Abstract]

Revenue

The following table presents the Company’s revenue disaggregated by major revenue categories:


	Three Months Ended
	October 1, 2023		% of revenues		October 2, 2022		% of revenues
Major revenue categories:
Bowling	$	116,430	51.2	%	$	115,327	50.1	%
Food and beverage	74,913		32.9	%	79,023		34.3	%
Amusement and other	30,369		13.4	%	30,809		13.4	%
Media	5,693		2.5	%	5,101		2.2	%
Total revenues	$	227,405	100.0	%	$	230,260	100.0	%

Business Acquisitions

3 Months Ended

Oct. 01, 2023

Business Combination and Asset Acquisition [Abstract]

Business Acquisitions


Identifiable assets acquired and liabilities assumed	Lucky Strike		Other Acquisitions		Total
Current assets	$	586	$	89	$	675
Property and equipment	43,114		10,814		53,928
Operating lease ROU	95,232		12,923		108,155
Finance lease ROU	25,132		—		25,132
Identifiable intangible assets (1)	9,015		1,755		10,770
Goodwill	48,268		23,716		71,984
Deferred income tax asset	2,615		—		2,615
Total assets acquired	$	223,962	$	49,297	$	273,259

Current liabilities	$	(3,350)	$	(994)	$	(4,344)
Operating lease liabilities	(106,910)		(12,923)		(119,833)
Finance lease liabilities	(22,996)		—		(22,996)
Other liabilities	(231)		—		(231)
Total liabilities assumed	(133,487)		(13,917)		(147,404)
Total fair value, net of cash acquired of $127	$	90,475	$	35,380	$	125,855

Components of consideration transferred
Cash	$	90,475	$	34,690	$	125,165
Holdback (2)	—		690		690
Total consideration transferred	$	90,475	$	35,380	$	125,855

Goodwill and Other Intangible Assets

3 Months Ended

Oct. 01, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill:

The changes in the carrying amount of goodwill for the period ended October 1, 2023:


Balance as of July 2, 2023	$	753,538
Goodwill resulting from acquisitions during the period	71,984
Balance as of October 1, 2023	$	825,522

Intangible Assets:


	October 1, 2023						July 2, 2023
	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	$	(9,418)	$	482	$	9,900	$	(9,253)	$	647
Other acquisition trade names	4,460		(1,635)		2,825		2,630		(1,423)		1,207
Customer relationships	23,852		(19,855)		3,997		23,712		(18,755)		4,957
Management contracts	1,800		(1,735)		65		1,800		(1,726)		74
Non-compete agreements	4,131		(1,733)		2,398		3,211		(1,572)		1,639
PBA member, sponsor & media relationships	1,400		(655)		745		1,400		(627)		773
Other intangible assets	921		(418)		503		921		(377)		544
	46,464		(35,449)		11,015		43,574		(33,733)		9,841
Indefinite-lived intangible assets:
Liquor licenses	12,332		—		12,332		11,145		—		11,145
PBA trade name	3,100		—		3,100		3,100		—		3,100
Lucky Strike trade name	6,740		—		6,740		—		—		—
Bowlero trade name	66,900		—		66,900		66,900		—		66,900
	89,072		—		89,072		81,145		—		81,145
	$	135,536	$	(35,449)	$	100,087	$	124,719	$	(33,733)	$	90,986

The following table shows amortization expense for finite-lived intangible assets for each reporting period:


	Three Months Ended
	October 1, 2023		October 2, 2022
Amortization expense	$	1,781	$	1,582

Property and Equipment

3 Months Ended

Oct. 01, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

As of October 1, 2023 and July 2, 2023, property and equipment consists of:


	October 1, 2023		July 2, 2023
Land	$	99,281	$	98,896
Buildings and improvements	144,585		139,402
Leasehold improvements	436,000		383,444
Equipment, furniture, and fixtures	509,580		472,146
Construction in progress	46,998		43,271
	1,236,444		1,137,159
Accumulated depreciation	(463,387)		(439,309)
Property and equipment, net of accumulated depreciation	$	773,057	$	697,850

The following table shows depreciation expense related to property and equipment for each reporting period:


	Three Months Ended
	October 1, 2023		October 2, 2022
Depreciation expense	$	24,178	$	20,339

Leases

3 Months Ended

Oct. 01, 2023

Leases [Abstract]

Leases

The Company leases various assets under non-cancellable operating and finance leases. These assets include bowling entertainment centers, office space, vehicles, and equipment.

The following table summarizes the components of the net lease cost for the three months ended October 1, 2023:

Lease Costs:

Location on Consolidated Statements of Operations

October 1, 2023

Operating Lease Costs: (1)

Operating lease costs associated with master leases

Primarily cost of revenues

4,428

Operating lease costs associated with non-master leases

Primarily cost of revenues

11,577

Gains from modifications to operating leases

Other operating expense

(499)

Finance Lease Costs:

Amortization of right-of-use assets

Primarily cost of revenues

4,111

Interest on lease liabilities

Interest expense, net

12,021

Financing Obligation Costs:

Interest expense

Interest expense, net

106

Variable lease cost (2)

Primarily cost of revenues

18,003

Short-term lease cost (3)

Cost of revenues; SG&A

250

Sublease income

Revenues

(1,304)

Total net lease costs

48,693

(2)This includes variable leases costs such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent

(3)Sublease income primarily represents short-term leases with pro-shops and various retail tenants

Supplemental cash flow information related to leases for the three months ended October 1, 2023:


						October 1, 2023
Cash paid for amounts included in the measurement of lease liabilities (1)
Operating cash flows paid for operating leases						15,393
Operating cash flows paid for interest portion of finance leases						11,062
Financing cash flows paid for principal portion of finance leases						1,576
Operating cash flows paid for interest portion of financing obligations						113

Accrued Expenses

3 Months Ended

Oct. 01, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Accounts Payable and Accrued Expenses

As of October 1, 2023 and July 2, 2023, accounts payable and accrued expenses consist of:


	October 1, 2023		July 2, 2023
Accounts Payable	$	57,304	$	53,513
Customer deposits	20,855		12,703
Taxes and licenses	15,398		13,076
Deferred revenue	10,700		7,144
Compensation	10,998		14,670
Professional fees	8,136		4,307
Insurance	6,633		6,168
Utilities	5,248		4,607
Interest	1,497		904
Other	4,395		4,134
Total accrued expenses	$	141,164	$	121,226

Debt

3 Months Ended

Oct. 01, 2023

Debt Disclosure [Abstract]

Debt

The following table summarizes the Company’s debt structure as of October 1, 2023 and July 2, 2023:


	October 1, 2023		July 2, 2023
Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.82% and 8.65% at October 1, 2023 and July 2, 2023, respectively)	$	1,147,125	$	1,150,000
Revolver (Maturing December 15, 2026 and bearing variable rate interest; 7.92% at October 1, 2023)	140,000		—
Other Equipment Loan (Maturing August 19, 2029 and bearing a fixed interest rate; 6.24%)	14,728		14,662
	1,301,853		1,164,662
Less:
Unamortized financing costs	(15,887)		(16,637)
Current portion of unamortized financing costs	3,182		3,123
Current maturities of long-term debt	(12,777)		(12,461)
Total long-term debt	$	1,276,371	$	1,138,687

Covenant Compliance: The Company was in compliance with all debt covenants as of October 1, 2023.

Since SOFR was within the collar cap and floor rates, there was no interest impact on the statement of income.

Income Taxes	3 Months Ended
Income Taxes	Oct. 01, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company's best estimate of the effective tax rate expected for the full year. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated (discrete items), are excluded from the estimated annual effective tax rate, and the related tax expense or benefit is reported in the same period as the related item. The Company’s effective tax rate for the three months ended October 1, 2023 was (113.4)%, which differs from the US federal statutory rate of 21% primarily due to income recognized in the period for book purposes associated with the change in fair value of the earnout liability which is treated as a discrete tax item and not included as taxable income. The Company’s effective tax rate for the three months ended October 2, 2022 was (1.3)% and differs from the US federal statutory rate of 21% due to certain non-deductible expenses, changes in the valuation allowance, and state and local taxes.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Oct. 01, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation and Claims: The Company is currently, and from time to time may be, subject to claims and actions arising in the ordinary course of its business, including general liability, fidelity, workers’ compensation, employment claims, and Americans with Disabilities Act (“ADA”) claims. The Company has insurance to cover general liability and workers’ compensation claims and reserves for claims and actions in the ordinary course. The insurance is subject to a self-insured retention. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. There is currently a group of approximately 73 pending claims, filed with the Equal Employment Opportunity Commission (the “EEOC”) between 2016 and 2019, generally relating to claims of age discrimination. To date, the EEOC issued determinations of probable cause as to 55 of the charges, which the Company contests and intends to defend vigorously. The EEOC has also alleged a pattern or practice of age discrimination, which resulted in a determination of probable cause and, on August 22, 2022, the EEOC submitted a proposal for the Company to participate in the conciliation process. The EEOC’s proposal included a demand for monetary and non-monetary remedies. On April 11, 2023, the EEOC provided notice to the Company that its conciliation efforts were unsuccessful; moreover, the Company continues to contest the determinations issued by the EEOC with respect to all charges and intends to defend vigorously. The Company cannot estimate reasonably possible range of loss, if any, associated with these EEOC matters.

Earnouts	3 Months Ended
Earnouts	Oct. 01, 2023
Earnouts [Abstract]
Earnouts	Earnouts There were 11,418,357 unvested earnout shares outstanding as of October 1, 2023 and July 2, 2023. The outstanding unvested earnout shares will vest if the closing share price of Bowlero’s Class A common stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20 trading day period that occurs from December 15, 2021 through December 15, 2026. All but 54,686 earnout shares are classified as a liability and changes in the fair value of the earnout shares are recognized in the statement of operations. Those 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 expected term or upon the contingency being met.

Fair Value of Financial Instruments

3 Months Ended

Oct. 01, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Debt

The fair value and carrying value of our debt as of October 1, 2023 and July 2, 2023 are as follows:


	October 1, 2023		July 2, 2023
Carrying value	$	1,301,853	$	1,164,662
Fair value	1,293,808		1,158,912

The fair value of our debt is estimated based on trading levels of lenders buying and selling their participation levels of funding (Level 2).

There were no transfers in or out of any of the levels of the valuation hierarchy during the three months ended October 1, 2023 and the fiscal year ended July 2, 2023.

Items Measured at Fair Value on a Recurring Basis


	October 1, 2023
	Level 1		Level 2		Level 3		Total
Interest rate collars	$	—	$	4,145	$	—	$	4,145
Total assets	$	—	$	4,145	$	—	$	4,145

Earnout shares	$	—	$	—	$	71,364	$	71,364
Total liabilities	$	—	$	—	$	71,364	$	71,364


	July 2, 2023
	Level 1		Level 2		Level 3		Total
Interest rate collars	—		4,608		—		4,608
Total assets	$	—	$	4,608	$	—	$	4,608

Earnout shares	$	—	$	—	$	112,041	$	112,041
Total liabilities	$	—	$	—	$	112,041	$	112,041

The fair value of earnout shares was estimated using a Monte Carlo simulation model (level 3 inputs). The key inputs into the Monte Carlo simulation as of October 1, 2023 were as follows:


			October 1, 2023
Expected term in years			3.21
Expected volatility			50%
Risk-free interest rate			4.78%
Stock price			$9.62
Dividend yield			—

The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the periods ended October 1, 2023 and October 2, 2022:


	Three Months Ended
	October 1, 2023		October 2, 2022
Balance as of beginning of period	$	112,041	$	210,952
Issuances	5		67
Changes in fair value	(40,682)		40,760
Balance as of end of period	$	71,364	$	251,779

Items Measured at Fair Value on a Non-Recurring Basis

Other Financial Instruments

Common Stock, Preferred Stock and Stockholders' Equity	3 Months Ended
Common Stock, Preferred Stock and Stockholders' Equity	Oct. 01, 2023
Stockholders' Equity Note [Abstract]
Common Stock, Preferred Stock and Stockholders' Equity	Common Stock, Preferred Stock and Stockholders’ Equity The Company is authorized to issue three classes of stock to be designated, respectively, Class A common 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 shall have authority to issue is 2,400,000,000, divided into the following: Class A common stock: •Authorized: 2,000,000,000 shares, with a par value of $0.0001 per share as of October 1, 2023 and July 2, 2023. •Issued and Outstanding: 97,850,605 shares (inclusive of 1,595,485 shares contingent on certain stock price thresholds but excluding 23,443,487 shares held in treasury) as of October 1, 2023 and 107,666,301 shares (inclusive of 1,595,930 shares contingent on certain stock price thresholds but excluding 11,312,302 shares held in treasury) as of July 2, 2023. Class B common stock: •Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of October 1, 2023 and July 2, 2023. •Issued and Outstanding: 58,519,437 and 60,819,437 shares as of October 1, 2023 and July 2, 2023, respectively. Preferred Stock: •Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of October 1, 2023 and July 2, 2023. •Issued and Outstanding: 136,373 shares as of October 1, 2023 and July 2, 2023. Series A Preferred Stock Dividends accumulate on a cumulative basis on a 360-day year commencing from the issue date. The dividend rate is fixed at 5.5% per annum on a liquidation preference of $1,000 per share. Payment dates are June 30 and December 31 of each year with a record date of June 15 for the June 30 payment date and December 15 for the December 31 payment date. Declared dividends will be paid in cash if the Company declares the dividend to be paid in cash. If the Company does not pay all or any portion of the dividends that have accumulated as of any payment date, then the dollar amount of the dividends not paid in cash will be added to the liquidation preference and deemed to be declared and paid in-kind. For the period ended October 1, 2023, there were no dividends declared or paid in cash on the Preferred Stock. For the period ended October 1, 2023, no accumulated dividends were added to the liquidation preference and deemed to be declared and paid in-kind. For the period ended October 1, 2023, dividends in the amount of $1,962 were accumulated on the Preferred Stock. Shares Repurchase Program On February 7, 2022, the Company announced that its Board of Directors authorized a share repurchase program providing for repurchases of up to $200,000 of the Company’s outstanding Class A common stock through February 3, 2024. On September 6, 2023, the Board of Directors authorized a second replenishment of the share repurchase program to $200,000. Treasury stock purchases are stated at cost and presented as a reduction of equity on the condensed consolidated balance sheets. Repurchases of shares are made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including stock price, regulatory limitations, debt agreement limitations, and other market and economic factors. The share repurchase plan does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase plan at any time. As of October 1, 2023, the remaining balance of the repurchase plan was $134,369. For the quarter ended October 1, 2023, 12,131,185 shares of Class A common stock were repurchased for a total of $131,350, for an average purchase price per share of $10.83.

Share-Based Compensation

3 Months Ended

Oct. 01, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

As of October 1, 2023 and July 2, 2023, the total compensation cost not yet recognized is as follows:


	Award Plan	October 1, 2023		July 2, 2023
Stock options	2021 Plan	$	23,901	$	31,032
Service based RSUs	2021 Plan	4,615		5,743
Market and service based RSUs	2021 Plan	1,120		1,351
Earnout RSUs	2021 Plan	276		300
ESPP		240		378
Total unrecognized compensation cost		$	30,152	$	38,804

Share-based compensation recognized in the consolidated statement of operations for the three months ended October 1, 2023 and October 2, 2022 is as follows:


		Three Months Ended
	Award Plan	October 1, 2023		October 2, 2022
Stock options	2021 Plan	$	669	$	2,358
Service based RSUs	2021 Plan	914		982
Market and service based RSUs	2021 Plan	170		141
Earnout RSUs	2021 Plan	20		45
ESPP		138		122
Total share-based compensation expense		$	1,911	$	3,648

Net Income (Loss) Per Share

3 Months Ended

Oct. 01, 2023

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

The computation of basic and diluted net income (loss) per share of Class A common stock and Class B common stock is as follows:


	Three Months Ended
	October 1, 2023						October 2, 2022
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net income (loss) allocated to common stockholders	$	9,465	$	5,743	$	15,208	$	(23,860)	$	(12,475)	$	(36,335)

Denominator
Weighted-average common shares outstanding	100,160,503		60,768,888		160,929,391		106,943,394		55,911,203		162,854,597

Net income (loss) per share, basic	$	0.09	$	0.09	$	0.09	$	(0.22)	$	(0.22)	$	(0.22)


	Three Months Ended
	October 1, 2023						October 2, 2022
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net income (loss) allocated to stockholders	$	9,465	$	5,743	$	15,208	$	(23,860)	$	(12,475)	$	(36,335)

Denominator
Weighted-average common shares outstanding	100,160,503		60,768,888		160,929,391		106,943,394		55,911,203		162,854,597
Impact of incremental shares	2,517,655		5,456,462		7,974,117		*		*		*
Total	102,678,158		66,225,350		168,903,508		106,943,394		55,911,203		162,854,597

Net income (loss) per share, diluted	$	0.09	$	0.09	$	0.09	$	(0.22)	$	(0.22)	$	(0.22)

Supplemental Cash Flow Information

3 Months Ended

Oct. 01, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information


	October 1, 2023		October 2, 2022
Cash paid during the period for:
Interest (1)	$	36,651	$	18,517
Income taxes, net of refunds	28		2,519
Noncash investing and financing transactions:
Capital expenditures in accounts payable	24,313		10,695
Change in fair value of interest rate collars	(463)		—
Unsettled trade payable	8,329		1,999
Excise tax	1,312		—

(1)Includes cash paid for the interest portion on finance leases. See Note 6 - Leases for more information

Subsequent Events	3 Months Ended
Subsequent Events	Oct. 01, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn October 19, 2023, the Company entered into a transaction with VICI Properties Inc. (“VICI”) relating to the transfer of land and real estate assets of 38 bowling entertainment centers for an aggregate value of $432,900, in which we received cash proceeds of $404,800. The Company then entered into a triple-net master lease agreement with VICI for an initial term of 25 years, with six 5-year tenant renewal options.

Description of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Oct. 01, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2023.
Principles of Consolidation	Principles of Consolidation: The consolidated financial statements and related notes include the accounts of Bowlero Corp. and the subsidiaries it controls. Control is determined based on ownership rights or, when applicable, based on whether the Company is considered to be the primary beneficiary of a variable interest entity. The Company’s interest in 20% to 50% owned companies that are not controlled are accounted for using the equity method, unless the Company does not sufficiently influence the management of the investee. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the balance sheets, statement of operations and accompanying notes. Significant estimates made by management include, but are not limited to, cash flow projections; the fair value of assets and liabilities in acquisitions; derivatives with hedge accounting; share-based compensation; depreciation and impairment of long-lived assets; carrying amount and recoverability analyses of property and equipment, assets held for sale, goodwill and other intangible assets; valuation of deferred tax assets and liabilities and income tax uncertainties; and reserves for litigation, claims and self-insurance costs. Actual results could differ from those estimates.
Fair-value Estimates	Fair-value Estimates: We have various financial instruments included in our financial statements. Financial instruments are carried in our financial statements at either cost or fair value. We estimate fair value of assets and liabilities using the following hierarchy using the highest level possible: Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available.
Cash and Cash Equivalents	Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had highly liquid investments classified as cash equivalents of $8,997 and $166,510 at October 1, 2023 and July 2, 2023, respectively. The Company accepts a range of debit and credit cards, and these transactions are generally transmitted to a bank for reimbursement within 24 hours. The payments due from the banks for these debit and credit card transactions are generally received, or settled, within 24 to 48 hours of the transmission date. The Company considers all debit and credit card transactions that settle in less than seven days to be cash equivalents.
Derivatives	Derivatives: We are exposed to interest rate risk. To manage this risk, we entered into interest rate collar derivative transactions associated with a portion of our outstanding debt. The interest rate collars, which are designated for accounting purposes as cash flow hedges, establish a cap and floor on the Secured Overnight Financing Rate (SOFR). The Company's interest rate collars expire on March 31, 2026. For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the effective portion of the gain or loss on the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Gains and losses on the financial derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The interest rate collar agreements effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to include a cap and floor, thus reducing the impact of interest rate changes on future interest expense.
Net Income (Loss) Per Share Attributable to Common Stockholders	Net Income (Loss) Per Share Attributable to Common Stockholders: We compute net income (loss) per share of Class A common stock and Class B common stock under the two-class method. Holders of Class A common stock and Class B common stock have equal rights to the earnings of the Company. Our participating securities include the redeemable convertible preferred stock that have a non-forfeitable right to dividends in the event that a dividend is paid on common stock, but do not participate in losses, and thus are not included in a two-class method in periods of loss. In periods where the Company reports a net loss, all potentially dilutive securities are excluded from the calculation of the diluted net loss per share attributable to common stockholders as their effect is antidilutive and accordingly, basic and diluted net loss per share attributable to common stockholders will be the same. Dilutive securities include convertible preferred stock, earnouts, stock options, and restricted stock units (“RSUs”).
Emerging Growth Company Status	Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth 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 reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Further, 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 our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.
Recent Issued Accounting Standards	Recently Issued Accounting Standards: We reviewed the accounting pronouncements that became effective for fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements.

Revenue (Tables)

3 Months Ended

Oct. 01, 2023

Revenue from Contract with Customer [Abstract]

Schedule of revenue disaggregated by major revenue categories

The following table presents the Company’s revenue disaggregated by major revenue categories:


	Three Months Ended
	October 1, 2023		% of revenues		October 2, 2022		% of revenues
Major revenue categories:
Bowling	$	116,430	51.2	%	$	115,327	50.1	%
Food and beverage	74,913		32.9	%	79,023		34.3	%
Amusement and other	30,369		13.4	%	30,809		13.4	%
Media	5,693		2.5	%	5,101		2.2	%
Total revenues	$	227,405	100.0	%	$	230,260	100.0	%

Business Acquisitions (Tables)

3 Months Ended

Oct. 01, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of identifiable assets acquired components of consideration transferred and the transactional related expenses for acquisitions


Identifiable assets acquired and liabilities assumed	Lucky Strike		Other Acquisitions		Total
Current assets	$	586	$	89	$	675
Property and equipment	43,114		10,814		53,928
Operating lease ROU	95,232		12,923		108,155
Finance lease ROU	25,132		—		25,132
Identifiable intangible assets (1)	9,015		1,755		10,770
Goodwill	48,268		23,716		71,984
Deferred income tax asset	2,615		—		2,615
Total assets acquired	$	223,962	$	49,297	$	273,259

Current liabilities	$	(3,350)	$	(994)	$	(4,344)
Operating lease liabilities	(106,910)		(12,923)		(119,833)
Finance lease liabilities	(22,996)		—		(22,996)
Other liabilities	(231)		—		(231)
Total liabilities assumed	(133,487)		(13,917)		(147,404)
Total fair value, net of cash acquired of $127	$	90,475	$	35,380	$	125,855

Components of consideration transferred
Cash	$	90,475	$	34,690	$	125,165
Holdback (2)	—		690		690
Total consideration transferred	$	90,475	$	35,380	$	125,855

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Oct. 01, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying amount of goodwill

The changes in the carrying amount of goodwill for the period ended October 1, 2023:


Balance as of July 2, 2023	$	753,538
Goodwill resulting from acquisitions during the period	71,984
Balance as of October 1, 2023	$	825,522

Schedule of intangible assets


	October 1, 2023						July 2, 2023
	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	$	(9,418)	$	482	$	9,900	$	(9,253)	$	647
Other acquisition trade names	4,460		(1,635)		2,825		2,630		(1,423)		1,207
Customer relationships	23,852		(19,855)		3,997		23,712		(18,755)		4,957
Management contracts	1,800		(1,735)		65		1,800		(1,726)		74
Non-compete agreements	4,131		(1,733)		2,398		3,211		(1,572)		1,639
PBA member, sponsor & media relationships	1,400		(655)		745		1,400		(627)		773
Other intangible assets	921		(418)		503		921		(377)		544
	46,464		(35,449)		11,015		43,574		(33,733)		9,841
Indefinite-lived intangible assets:
Liquor licenses	12,332		—		12,332		11,145		—		11,145
PBA trade name	3,100		—		3,100		3,100		—		3,100
Lucky Strike trade name	6,740		—		6,740		—		—		—
Bowlero trade name	66,900		—		66,900		66,900		—		66,900
	89,072		—		89,072		81,145		—		81,145
	$	135,536	$	(35,449)	$	100,087	$	124,719	$	(33,733)	$	90,986

Schedule of finite-lived intangible asset amortization

The following table shows amortization expense for finite-lived intangible assets for each reporting period:


	Three Months Ended
	October 1, 2023		October 2, 2022
Amortization expense	$	1,781	$	1,582

Property and Equipment (Tables)

3 Months Ended

Oct. 01, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

As of October 1, 2023 and July 2, 2023, property and equipment consists of:


	October 1, 2023		July 2, 2023
Land	$	99,281	$	98,896
Buildings and improvements	144,585		139,402
Leasehold improvements	436,000		383,444
Equipment, furniture, and fixtures	509,580		472,146
Construction in progress	46,998		43,271
	1,236,444		1,137,159
Accumulated depreciation	(463,387)		(439,309)
Property and equipment, net of accumulated depreciation	$	773,057	$	697,850

Schedule of depreciation expenses related to property and equipment

The following table shows depreciation expense related to property and equipment for each reporting period:


	Three Months Ended
	October 1, 2023		October 2, 2022
Depreciation expense	$	24,178	$	20,339

Leases (Tables)

3 Months Ended

Oct. 01, 2023

Leases [Abstract]

Schedule of lease cost and cash flow information

The following table summarizes the components of the net lease cost for the three months ended October 1, 2023:

Lease Costs:

Location on Consolidated Statements of Operations

October 1, 2023

Operating Lease Costs: (1)

Operating lease costs associated with master leases

Primarily cost of revenues

4,428

Operating lease costs associated with non-master leases

Primarily cost of revenues

11,577

Gains from modifications to operating leases

Other operating expense

(499)

Finance Lease Costs:

Amortization of right-of-use assets

Primarily cost of revenues

4,111

Interest on lease liabilities

Interest expense, net

12,021

Financing Obligation Costs:

Interest expense

Interest expense, net

106

Variable lease cost (2)

Primarily cost of revenues

18,003

Short-term lease cost (3)

Cost of revenues; SG&A

250

Sublease income

Revenues

(1,304)

Total net lease costs

48,693

(2)This includes variable leases costs such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent

(3)Sublease income primarily represents short-term leases with pro-shops and various retail tenants

Supplemental cash flow information related to leases for the three months ended October 1, 2023:


						October 1, 2023
Cash paid for amounts included in the measurement of lease liabilities (1)
Operating cash flows paid for operating leases						15,393
Operating cash flows paid for interest portion of finance leases						11,062
Financing cash flows paid for principal portion of finance leases						1,576
Operating cash flows paid for interest portion of financing obligations						113

Accrued Expenses (Tables)

3 Months Ended

Oct. 01, 2023

Payables and Accruals [Abstract]

Schedule of accrued expenses

As of October 1, 2023 and July 2, 2023, accounts payable and accrued expenses consist of:


	October 1, 2023		July 2, 2023
Accounts Payable	$	57,304	$	53,513
Customer deposits	20,855		12,703
Taxes and licenses	15,398		13,076
Deferred revenue	10,700		7,144
Compensation	10,998		14,670
Professional fees	8,136		4,307
Insurance	6,633		6,168
Utilities	5,248		4,607
Interest	1,497		904
Other	4,395		4,134
Total accrued expenses	$	141,164	$	121,226

Debt (Tables)

3 Months Ended

Oct. 01, 2023

Debt Disclosure [Abstract]

Schedule of debt structure

The following table summarizes the Company’s debt structure as of October 1, 2023 and July 2, 2023:


	October 1, 2023		July 2, 2023
Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.82% and 8.65% at October 1, 2023 and July 2, 2023, respectively)	$	1,147,125	$	1,150,000
Revolver (Maturing December 15, 2026 and bearing variable rate interest; 7.92% at October 1, 2023)	140,000		—
Other Equipment Loan (Maturing August 19, 2029 and bearing a fixed interest rate; 6.24%)	14,728		14,662
	1,301,853		1,164,662
Less:
Unamortized financing costs	(15,887)		(16,637)
Current portion of unamortized financing costs	3,182		3,123
Current maturities of long-term debt	(12,777)		(12,461)
Total long-term debt	$	1,276,371	$	1,138,687

Fair Value of Financial Instruments (Tables)

3 Months Ended

Oct. 01, 2023

Fair Value Disclosures [Abstract]

Schedule of fair value and carrying value of our debt

The fair value and carrying value of our debt as of October 1, 2023 and July 2, 2023 are as follows:


	October 1, 2023		July 2, 2023
Carrying value	$	1,301,853	$	1,164,662
Fair value	1,293,808		1,158,912

Schedule of fair value measurements and hierarchy level


	October 1, 2023
	Level 1		Level 2		Level 3		Total
Interest rate collars	$	—	$	4,145	$	—	$	4,145
Total assets	$	—	$	4,145	$	—	$	4,145

Earnout shares	$	—	$	—	$	71,364	$	71,364
Total liabilities	$	—	$	—	$	71,364	$	71,364


	July 2, 2023
	Level 1		Level 2		Level 3		Total
Interest rate collars	—		4,608		—		4,608
Total assets	$	—	$	4,608	$	—	$	4,608

Earnout shares	$	—	$	—	$	112,041	$	112,041
Total liabilities	$	—	$	—	$	112,041	$	112,041

Schedule of fair value of the warrant liability is classified as Level 1 and Level 3

The fair value of earnout shares was estimated using a Monte Carlo simulation model (level 3 inputs). The key inputs into the Monte Carlo simulation as of October 1, 2023 were as follows:


			October 1, 2023
Expected term in years			3.21
Expected volatility			50%
Risk-free interest rate			4.78%
Stock price			$9.62
Dividend yield			—

Schedule of classification of the derivative liability fair value

The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the periods ended October 1, 2023 and October 2, 2022:


	Three Months Ended
	October 1, 2023		October 2, 2022
Balance as of beginning of period	$	112,041	$	210,952
Issuances	5		67
Changes in fair value	(40,682)		40,760
Balance as of end of period	$	71,364	$	251,779

Share-Based Compensation (Tables)

3 Months Ended

Oct. 01, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of total compensation cost by plan

As of October 1, 2023 and July 2, 2023, the total compensation cost not yet recognized is as follows:


	Award Plan	October 1, 2023		July 2, 2023
Stock options	2021 Plan	$	23,901	$	31,032
Service based RSUs	2021 Plan	4,615		5,743
Market and service based RSUs	2021 Plan	1,120		1,351
Earnout RSUs	2021 Plan	276		300
ESPP		240		378
Total unrecognized compensation cost		$	30,152	$	38,804

Share-based compensation recognized in the consolidated statement of operations for the three months ended October 1, 2023 and October 2, 2022 is as follows:


		Three Months Ended
	Award Plan	October 1, 2023		October 2, 2022
Stock options	2021 Plan	$	669	$	2,358
Service based RSUs	2021 Plan	914		982
Market and service based RSUs	2021 Plan	170		141
Earnout RSUs	2021 Plan	20		45
ESPP		138		122
Total share-based compensation expense		$	1,911	$	3,648

Net Income (Loss) Per Share (Tables)

3 Months Ended

Oct. 01, 2023

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share

The computation of basic and diluted net income (loss) per share of Class A common stock and Class B common stock is as follows:


	Three Months Ended
	October 1, 2023						October 2, 2022
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net income (loss) allocated to common stockholders	$	9,465	$	5,743	$	15,208	$	(23,860)	$	(12,475)	$	(36,335)

Denominator
Weighted-average common shares outstanding	100,160,503		60,768,888		160,929,391		106,943,394		55,911,203		162,854,597

Net income (loss) per share, basic	$	0.09	$	0.09	$	0.09	$	(0.22)	$	(0.22)	$	(0.22)


	Three Months Ended
	October 1, 2023						October 2, 2022
	Class A		Class B		Total		Class A		Class B		Total
Numerator
Net income (loss) allocated to stockholders	$	9,465	$	5,743	$	15,208	$	(23,860)	$	(12,475)	$	(36,335)

Denominator
Weighted-average common shares outstanding	100,160,503		60,768,888		160,929,391		106,943,394		55,911,203		162,854,597
Impact of incremental shares	2,517,655		5,456,462		7,974,117		*		*		*
Total	102,678,158		66,225,350		168,903,508		106,943,394		55,911,203		162,854,597

Net income (loss) per share, diluted	$	0.09	$	0.09	$	0.09	$	(0.22)	$	(0.22)	$	(0.22)

Supplemental Cash Flow Information (Tables)

3 Months Ended

Oct. 01, 2023

Supplemental Cash Flow Elements [Abstract]

Schedule of table below presents supplemental cash flow


	October 1, 2023		October 2, 2022
Cash paid during the period for:
Interest (1)	$	36,651	$	18,517
Income taxes, net of refunds	28		2,519
Noncash investing and financing transactions:
Capital expenditures in accounts payable	24,313		10,695
Change in fair value of interest rate collars	(463)		—
Unsettled trade payable	8,329		1,999
Excise tax	1,312		—

(1)Includes cash paid for the interest portion on finance leases. See Note 6 - Leases for more information

Description of Business and Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 8,997	$ 166,510
Cash and cash equivalents
Significant Accounting Policies (Details) [Line Items]
Cash equivalents total	$ 10,439	$ 9,066
Minimum
Significant Accounting Policies (Details) [Line Items]
Interest rate	20.00%
Maximum
Significant Accounting Policies (Details) [Line Items]
Interest rate	50.00%

Revenue - Schedule of revenue disaggregated by major revenue categories (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Disaggregation of Revenue [Line Items]
Total revenues amount	$ 227,405	$ 230,260
Revenue, Product and Service Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenues percentage	100.00%	100.00%
Bowling
Disaggregation of Revenue [Line Items]
Total revenues amount	$ 116,430	$ 115,327
Bowling \| Revenue, Product and Service Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenues percentage	51.20%	50.10%
Food and beverage
Disaggregation of Revenue [Line Items]
Total revenues amount	$ 74,913	$ 79,023
Food and beverage \| Revenue, Product and Service Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenues percentage	32.90%	34.30%
Amusement and other
Disaggregation of Revenue [Line Items]
Total revenues amount	$ 30,369	$ 30,809
Amusement and other \| Revenue, Product and Service Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenues percentage	13.40%	13.40%
Media
Disaggregation of Revenue [Line Items]
Total revenues amount	$ 5,693	$ 5,101
Media \| Revenue, Product and Service Benchmark \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Total revenues percentage	2.50%	2.20%

Business Acquisitions - Narrative (Details) $ in Thousands	3 Months Ended
Business Acquisitions - Narrative (Details) $ in Thousands	Oct. 01, 2023 USD ($) center acquisition
Lucky Strike
Merger and Acquisitions (Details) [Line Items]
Number of bowling entertainment centers acquired (in centers) \| center	14
Consideration transferred	$ 90,475
Other Acquisitions
Merger and Acquisitions (Details) [Line Items]
Number of acquisitions (in acquisitions) \| acquisition	2
Consideration transferred	$ 35,380

Business Acquisitions - Schedule of business combinations (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022	Jul. 02, 2023
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items]
Goodwill	$ 825,522		$ 753,538
Components of consideration transferred
Cash	125,855	$ 15,918
2024 Business Acquisitions
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items]
Current assets	675
Property and equipment	53,928
Operating lease ROU	108,155
Finance lease ROU	25,132
Identifiable intangible asset	10,770
Goodwill	71,984
Deferred income tax asset	2,615
Total assets acquired	273,259
Current liabilities	(4,344)
Operating lease liabilities	(119,833)
Finance lease liabilities	(22,996)
Other liabilities	(231)
Total liabilities assumed	(147,404)
Total fair value, net of cash acquired of $127	125,855
Components of consideration transferred
Cash	125,165
Holdback	690
Total consideration transferred	125,855
Cash acquired	127
Lucky Strike
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items]
Current assets	586
Property and equipment	43,114
Operating lease ROU	95,232
Finance lease ROU	25,132
Identifiable intangible asset	9,015
Goodwill	48,268
Deferred income tax asset	2,615
Total assets acquired			$ 223,962
Current liabilities	(3,350)
Operating lease liabilities	(106,910)
Finance lease liabilities	(22,996)
Other liabilities	(231)
Total liabilities assumed	(133,487)
Total fair value, net of cash acquired of $127	90,475
Components of consideration transferred
Cash	90,475
Holdback	0
Total consideration transferred	90,475
Lucky Strike \| Trade Names
Components of consideration transferred
Indefinite lived intangibles	6,740
Other Acquisitions
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items]
Current assets	89
Property and equipment	10,814
Operating lease ROU	12,923
Finance lease ROU	0
Identifiable intangible asset	1,755
Goodwill	23,716
Deferred income tax asset	0
Total assets acquired	49,297
Current liabilities	(994)
Operating lease liabilities	(12,923)
Finance lease liabilities	0
Other liabilities	0
Total liabilities assumed	(13,917)
Total fair value, net of cash acquired of $127	35,380
Components of consideration transferred
Cash	34,690
Holdback	690
Total consideration transferred	$ 35,380

Goodwill and Other Intangible Assets - Schedule of changes in the carrying amount of goodwill (Details) $ in Thousands	3 Months Ended
	Oct. 01, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 753,538
Goodwill resulting from acquisitions during the period	71,984
Ending balance	$ 825,522

Goodwill and Other Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 46,464	$ 43,574
Accumulated amortization	(35,449)	(33,733)
Net carrying amount	11,015	9,841
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	89,072	81,145
Gross carrying amount	135,536	124,719
Net carrying amount	100,087	90,986
Liquor licenses
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	12,332	11,145
PBA trade name
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	3,100	3,100
Lucky Strike trade name
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	6,740	0
Bowlero trade name
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	66,900	66,900
AMF trade name
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	9,900	9,900
Accumulated amortization	(9,418)	(9,253)
Net carrying amount	482	647
Other acquisition trade names
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4,460	2,630
Accumulated amortization	(1,635)	(1,423)
Net carrying amount	2,825	1,207
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	23,852	23,712
Accumulated amortization	(19,855)	(18,755)
Net carrying amount	3,997	4,957
Management contracts
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	1,800	1,800
Accumulated amortization	(1,735)	(1,726)
Net carrying amount	65	74
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4,131	3,211
Accumulated amortization	(1,733)	(1,572)
Net carrying amount	2,398	1,639
PBA member, sponsor & media relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	1,400	1,400
Accumulated amortization	(655)	(627)
Net carrying amount	745	773
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	921	921
Accumulated amortization	(418)	(377)
Net carrying amount	$ 503	$ 544

Goodwill and Other Intangible Assets - Finite-lived intangible asset amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,781	$ 1,582

Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,236,444	$ 1,137,159
Accumulated depreciation	(463,387)	(439,309)
Property and equipment, net of accumulated depreciation	773,057	697,850
Land
Property, Plant and Equipment [Line Items]
Total property and equipment	99,281	98,896
Buildings and improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	144,585	139,402
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	436,000	383,444
Equipment, furniture, and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	509,580	472,146
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 46,998	$ 43,271

Property and Equipment - Schedule of depreciation expense related to property and equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 24,178	$ 20,339

Leases - Lease costs (Details) $ in Thousands	3 Months Ended
Leases - Lease costs (Details) $ in Thousands	Oct. 01, 2023 USD ($)
Leases [Abstract]
Operating lease costs associated with master leases	$ 4,428
Operating lease costs associated with non-master leases	11,577
Gains from modifications to operating leases	(499)
Amortization of right-of-use assets	4,111
Interest on lease liabilities	12,021
Interest expense	106
Variable lease cost	18,003
Short-term lease cost	250
Sublease income	(1,304)
Total net lease costs	$ 48,693

Leases - Supplemental cash flow (Details) $ in Thousands	3 Months Ended
Leases - Supplemental cash flow (Details) $ in Thousands	Oct. 01, 2023 USD ($)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows paid for operating leases	$ 15,393
Operating cash flows paid for interest portion of finance leases	11,062
Financing cash flows paid for principal portion of finance leases	1,576
Operating cash flows paid for interest portion of financing obligations	$ 113

Accrued Expenses - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Payables and Accruals [Abstract]
Accounts Payable	$ 57,304	$ 53,513
Customer deposits	20,855	12,703
Taxes and licenses	15,398	13,076
Deferred revenue	10,700	7,144
Compensation	10,998	14,670
Professional fees	8,136	4,307
Insurance	6,633	6,168
Utilities	5,248	4,607
Interest	1,497	904
Other	4,395	4,134
Total accrued expenses	$ 141,164	$ 121,226

Debt - Schedule of debt structure (Details) - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Debt (Details) - Schedule of debt structure [Line Items]
Long-term debt, gross	$ 1,301,853	$ 1,164,662
Less:
Unamortized financing costs	(15,887)	(16,637)
Current portion of unamortized financing costs	3,182	3,123
Current maturities of long-term debt	(12,777)	(12,461)
Long-term debt, net	$ 1,276,371	$ 1,138,687
Term Loan
Debt (Details) - Schedule of debt structure [Line Items]
Interest rate	8.82%	8.65%
Long-term debt, gross	$ 1,147,125	$ 1,150,000
Line of Credit
Debt (Details) - Schedule of debt structure [Line Items]
Interest rate	7.92%
Line of Credit \| Revolving Credit Facility
Debt (Details) - Schedule of debt structure [Line Items]
Long-term debt, gross	$ 140,000	0
Loans
Debt (Details) - Schedule of debt structure [Line Items]
Interest rate	6.24%
Long-term debt, gross	$ 14,728	$ 14,662

Debt - Narrative (Details) $ in Thousands			1 Months Ended	3 Months Ended
Debt - Narrative (Details) $ in Thousands	Sep. 29, 2023 USD ($)	Aug. 19, 2022 USD ($)	Dec. 17, 2021	Oct. 01, 2023 USD ($)	Jul. 02, 2023 USD ($)	Apr. 04, 2023	Mar. 31, 2023 USD ($) derivative_instrument
Debt [Line Items]
Utilization percentage			0.35
Outstanding standby letters of credit				$ 10,386	$ 10,386
Interest Rate Collar
Debt [Line Items]
Number of instruments held \| derivative_instrument							2
Notional amount							$ 800
Derivative asset				4,145	$ 4,608
Interest Rate Collar One
Debt [Line Items]
Notional amount							400
Interest Rate Collar Two
Debt [Line Items]
Notional amount							$ 400
Maximum
Debt [Line Items]
Leverage ratio			6.00
Revolving Credit Facility
Debt [Line Items]
Commitment amount				$ 235,000
SOFR \| Interest Rate Collar
Debt [Line Items]
Interest rate						5.50%
SOFR \| Interest Rate Collar One
Debt [Line Items]
Floor interest rate						0.9429%
SOFR \| Interest Rate Collar Two
Debt [Line Items]
Floor interest rate						0.9355%
Term Loan
Debt [Line Items]
Principal payments	$ 2,875
Term Loan \| Amendment No. 8 Term Loan
Debt [Line Items]
Interest period				1 month
Term Loan \| Amendment No. 8 Term Loan \| Debt Instrument, Interest Period One
Debt [Line Items]
Interest period	1 month
Term Loan \| Amendment No. 8 Term Loan \| Debt Instrument, Interest Period Two
Debt [Line Items]
Interest period	3 months
Term Loan \| Amendment No. 8 Term Loan \| Debt Instrument, Interest Period Three
Debt [Line Items]
Interest period	6 months
Term Loan \| SOFR
Debt [Line Items]
Basis spread on variable rate (as a percent)	3.50%
Loans \| Equipment loan agreement
Debt [Line Items]
Principal amount		$ 15,350
Monthly fixed payment		$ 153
Fixed interest rate				6.24%

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Oct. 01, 2023	Oct. 02, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	113.40%	(1.30%)

Commitment and Contingencies (Details) - Age Discrimination Claims for 2016-2019 with EEOC	Oct. 01, 2023 charge claim
Commitments and Contingencies (Details) [Line Items]
Number of pending claims (in claims) \| claim	73
Number of probable cause charges (in charges) \| charge	55

Earnouts (Details)	3 Months Ended
Earnouts (Details)	Oct. 01, 2023 USD ($) tradingDay $ / shares shares	Jul. 02, 2023 shares
Earnouts [Line Items]
Fair value of earnout shares \| $	$ 54,686
Class A common stock
Earnouts [Line Items]
Price per unit (in dollars per share) \| $ / shares	$ 17.50
Earnout shares
Earnouts [Line Items]
Threshold trading days (in trading days)	10
Threshold consecutive trading days (in trading days)	20
Earnout shares
Earnouts [Line Items]
Number of shares outstanding \| shares	11,418,357	11,418,357

Fair Value of Financial Instruments - Schedule of fair value and carrying value of our debt (Details) - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Carrying value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt	$ 1,301,853	$ 1,164,662
Fair value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-term debt	$ 1,293,808	$ 1,158,912

Fair Value of Financial Instruments - Schedule of fair value measurements and hierarchy level (Details) - USD ($) $ in Thousands	Oct. 01, 2023	Jul. 02, 2023
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items]
Interest rate collars	$ 4,145	$ 4,608
Total assets	4,145	4,608
Earnout shares	71,364	112,041
Total liabilities	71,364	112,041
Level 1
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items]
Interest rate collars	0	0
Total assets	0	0
Earnout shares	0	0
Total liabilities	0	0
Level 2
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items]
Interest rate collars	4,145	4,608
Total assets	4,145	4,608
Earnout shares	0	0
Total liabilities	0	0
Level 3
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items]
Interest rate collars	0	0
Total assets	0	0
Earnout shares	71,364	112,041
Total liabilities	$ 71,364	$ 112,041

Fair Value of Financial Instruments - Schedule of fair value of the warrant liability is classified as Level 1 and Level 3 (Details)	Oct. 01, 2023 yr $ / shares
Expected term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liability, measurement input \| yr	3.21
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liability, measurement input	0.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liability, measurement input	0.0478
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liability, measurement input \| $ / shares	9.62
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liability, measurement input	0

Fair Value of Financial Instruments - Schedule of changes in the estimated fair value (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in fair value	$ 40,682	$ (40,760)
Earnouts
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of beginning of period	112,041	210,952
Issuances	5	67
Changes in fair value	(40,682)	40,760
Balance as of end of period	$ 71,364	$ 251,779

Common Stock, Preferred Stock and Stockholders' Equity (Details)	3 Months Ended		12 Months Ended
	Oct. 01, 2023 USD ($) class $ / shares shares	Oct. 02, 2022 USD ($)	Jul. 02, 2023 shares	Sep. 06, 2023 USD ($)	Feb. 07, 2022 USD ($)
Common Stock, Preferred Stock and Stockholders' Equity [Line Items]
Number of stock classes (in classes) \| class	3
Total authorized shares (in shares)	2,400,000,000
Dividend rate percentage	5.50%
Liquidation preference per share (in dollars per share) \| $ / shares	$ 1,000
Authorized amount \| $				$ 200,000,000	$ 200,000,000
Remaining balance under repurchase plan \| $	$ 134,369,000
Share repurchases \| $	$ 132,663,000	$ 5,462,000
Class A common stock
Common Stock, Preferred Stock and Stockholders' Equity [Line Items]
Common stock, shares authorized (in shares)	2,000,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock shares issued (in shares)	97,850,605		107,666,301
Common stock shares outstanding (in shares)	97,850,605		107,666,301
Shares subject to possible forfeiture (in shares)	1,595,485		1,595,930
Shares repurchased (in shares)	12,131,185
Share repurchases \| $	$ 131,350,000
Average purchase price (in dollars per share) \| $ / shares	$ 10.83
Class B common stock
Common Stock, Preferred Stock and Stockholders' Equity [Line Items]
Common stock, shares authorized (in shares)	200,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock shares issued (in shares)	58,519,437
Common stock shares outstanding (in shares)	58,519,437
Series A preferred stock
Common Stock, Preferred Stock and Stockholders' Equity [Line Items]
Preferred stock shares authorized (in shares)	200,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares issued (in shares)	136,373		136,373
Preferred stock, shares outstanding (in shares)	136,373		136,373
Temporary equity, accumulated dividends \| $	$ 1,962,000

Share-Based Compensation - Total compensation cost by plan (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022	Jul. 02, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost not yet recognized	$ 30,152		$ 38,804
Stock-based compensation expense	1,911	$ 3,648
Stock options \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost not yet recognized	23,901		31,032
Stock-based compensation expense	669	2,358
Service based RSUs \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost not yet recognized	4,615		5,743
Stock-based compensation expense	914	982
Market and service based RSUs \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost not yet recognized	1,120		1,351
Stock-based compensation expense	170	141
Earnout RSUs \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost not yet recognized	276		300
Stock-based compensation expense	20	45
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost not yet recognized	240		$ 378
Stock-based compensation expense	$ 138	$ 122

Net Income (Loss) Per Share - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Numerator
Net (loss) income allocated to stockholders, basic	$ 15,208	$ (36,335)
Net (loss) income allocated to stockholders, diluted	$ 15,208	$ (36,335)
Denominator
Weighted-average shares outstanding, basic (in shares)	160,929,391	162,854,597
Impact of incremental shares (in shares)	7,974,117
Weighted-average shares outstanding, diluted (in shares)	168,903,508	162,854,597
Net loss per share
Net loss (income) per share, basic (in dollars per share)	$ 0.09	$ (0.22)
Net (loss) income per share, diluted (in dollars per share)	$ 0.09	$ (0.22)
Potentially dilutive securities excluded from diluted per share calculations (in shares)	25,124,943
Class A common stock
Numerator
Net (loss) income allocated to stockholders, basic	$ 9,465	$ (23,860)
Net (loss) income allocated to stockholders, diluted	$ 9,465	$ (23,860)
Denominator
Weighted-average shares outstanding, basic (in shares)	100,160,503	106,943,394
Impact of incremental shares (in shares)	2,517,655
Weighted-average shares outstanding, diluted (in shares)	102,678,158	106,943,394
Net loss per share
Net loss (income) per share, basic (in dollars per share)	$ 0.09	$ (0.22)
Net (loss) income per share, diluted (in dollars per share)	$ 0.09	$ (0.22)
Class B common stock
Numerator
Net (loss) income allocated to stockholders, basic	$ 5,743	$ (12,475)
Net (loss) income allocated to stockholders, diluted	$ 5,743	$ (12,475)
Denominator
Weighted-average shares outstanding, basic (in shares)	60,768,888	55,911,203
Impact of incremental shares (in shares)	5,456,462
Weighted-average shares outstanding, diluted (in shares)	66,225,350	55,911,203
Net loss per share
Net loss (income) per share, basic (in dollars per share)	$ 0.09	$ (0.22)
Net (loss) income per share, diluted (in dollars per share)	$ 0.09	$ (0.22)

Supplemental Cash Flow Information - Schedule of supplemental cash flow (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 01, 2023	Oct. 02, 2022
Cash paid during the period for:
Interest	$ 36,651	$ 18,517
Income taxes, net of refunds	28	2,519
Noncash investing and financing transactions:
Capital expenditures in accounts payable	24,313	10,695
Change in fair value of interest rate collars	(463)	0
Unsettled trade payable	8,329	1,999
Excise tax	$ 1,312	$ 0

Subsequent Events (Details) - Subsequent Event $ in Thousands	Oct. 19, 2023 USD ($) center renewal_option
Subsequent Event [Line Items]
Number of bowling centers sold \| center	38
Sale consideration on transfer of bowling entertainment centers	$ 432,900
Proceeds from transfer of bowling entertainment centers	$ 404,800
Triple-Net Master Lease Agreement With VICI
Subsequent Event [Line Items]
Sale leaseback, term	25 years
Sale leaseback, renewal option, term	5 years
Sale leaseback, number of renewal options \| renewal_option	6

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