Cover
Cover - shares | 6 Months Ended | |
Jan. 01, 2023 | Feb. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 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 $0.0001 per share | |
Trading Symbol | BOWL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001840572 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --07-02 | |
Amendment Flag | false | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 109,725,694 | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 55,911,203 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 79,446 | $ 132,236 |
Restricted cash | 10,363 | 0 |
Marketable securities | 12,125 | 0 |
Accounts and notes receivable, net of allowance for doubtful accounts of $609 and $504, respectively | 8,807 | 5,227 |
Inventories, net | 11,407 | 10,310 |
Prepaid expenses and other current assets | 14,206 | 12,732 |
Assets held-for-sale | 2,552 | 8,789 |
Total current assets | 138,906 | 169,294 |
Property and equipment, net | 652,847 | 534,721 |
Internal use software, net | 14,901 | 11,423 |
Property and equipment under capital leases, net | 254,583 | 262,703 |
Intangible assets, net | 92,795 | 92,593 |
Goodwill | 748,594 | 742,669 |
Other assets | 38,643 | 41,022 |
Total assets | 1,941,269 | 1,854,425 |
Current liabilities: | ||
Accounts payable | 44,590 | 38,217 |
Accrued expenses | 76,612 | 62,854 |
Current maturities of long-term debt | 5,821 | 4,966 |
Other current liabilities | 11,995 | 13,123 |
Total current liabilities | 139,018 | 119,160 |
Long-term debt, net | 876,856 | 865,090 |
Long-term obligations under capital leases | 394,836 | 397,603 |
Earnout liability | 282,557 | 210,952 |
Other long-term liabilities | 79,354 | 54,418 |
Deferred income tax liabilities | 15,213 | 14,882 |
Total liabilities | 1,787,834 | 1,662,105 |
Commitments and Contingencies (Note 10) | ||
Temporary Equity | ||
Series A preferred stock | 211,667 | 206,002 |
Stockholders’ Deficit | ||
Additional paid-in capital | 336,261 | 335,015 |
Treasury stock, at cost | (47,968) | (34,557) |
Accumulated deficit | (344,950) | (312,851) |
Accumulated other comprehensive loss | (1,592) | (1,306) |
Total stockholders’ deficit | (58,232) | (13,682) |
Total liabilities, temporary equity and stockholders’ deficit | 1,941,269 | 1,854,425 |
Class A ordinary shares | ||
Stockholders’ Deficit | ||
Common stock | 11 | 11 |
Class B ordinary shares | ||
Stockholders’ Deficit | ||
Common stock | $ 6 | $ 6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 609 | $ 504 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 273,385 | $ 205,190 | $ 503,645 | $ 386,168 |
Costs of revenues | 179,706 | 141,383 | 344,908 | 268,251 |
Gross profit | 93,679 | 63,807 | 158,737 | 117,917 |
Operating (income) expenses: | ||||
Selling, general and administrative expenses | 34,452 | 93,283 | 66,946 | 114,698 |
Asset impairment | 0 | 0 | 84 | 0 |
Gain on sale of assets | (1,823) | (124) | (1,978) | (154) |
Other operating expense | 614 | 3,332 | 1,976 | 3,809 |
Total operating expense | 33,243 | 96,491 | 67,028 | 118,353 |
Operating profit (loss) | 60,436 | (32,684) | 91,709 | (436) |
Other expenses: | ||||
Interest expense, net | 27,379 | 23,880 | 50,949 | 46,808 |
Change in fair value of earnout liability | 30,776 | (22,542) | 71,536 | (22,542) |
Change in fair value of warrant liability | 0 | 70 | 0 | 70 |
Other income | (678) | 0 | (630) | 0 |
Total other expense | 57,477 | 1,408 | 121,855 | 24,336 |
Income (loss) before income tax expense (benefit) | 2,959 | (34,092) | (30,146) | (24,772) |
Income tax expense (benefit) | 1,524 | 362 | 1,953 | (5,882) |
Net income (loss) | 1,435 | (34,454) | (32,099) | (18,890) |
Series A preferred stock dividends | (2,802) | (2,221) | (5,603) | (4,472) |
Net loss attributable to common stockholders, basic | (1,367) | (36,675) | (37,702) | (23,362) |
Net loss attributable to common stockholders, diluted | $ (1,367) | $ (36,675) | $ (37,702) | $ (23,362) |
Net loss per share attributable to Class A and B common stockholders | ||||
Basic (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Diluted (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Weighted-average shares used in computing net loss per share attributable to common stockholders | ||||
Basic (in shares) | 162,478,147 | 148,754,908 | 162,665,041 | 147,801,618 |
Diluted (in shares) | 162,478,147 | 148,754,908 | 162,665,041 | 147,801,618 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 1,435 | $ (34,454) | $ (32,099) | $ (18,890) |
Other comprehensive income (loss), net of income tax: | ||||
Unrealized loss on derivatives | 0 | (10) | 0 | (42) |
Reclassification to earnings | 0 | 2,203 | 0 | 4,405 |
Foreign currency translation adjustment | 81 | (208) | (286) | (372) |
Other comprehensive income (loss) | 81 | 1,985 | (286) | 3,991 |
Total comprehensive income (loss) | $ 1,516 | $ (32,469) | $ (32,385) | $ (14,899) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Deficit - USD ($) $ in Thousands | Total | As previously reported | Adjustments | Treasury stock | Additional Paid-in capital | Additional Paid-in capital As previously reported | Accumulated deficit | Accumulated deficit As previously reported | Accumulated deficit Adjustments | Accumulated other comprehensive loss | Accumulated other comprehensive loss As previously reported | Redeemable Class A common stock | Redeemable Class A common stock As previously reported | Redeemable Class A common stock Adjustments | Series A preferred stock | Series A preferred stock As previously reported | Series A preferred stock Adjustments | Class A common Stock | Class A common Stock Common stock | Class A common Stock Common stock As previously reported | Class A common Stock Common stock Adjustments | Class B common Stock | Class B common Stock Common stock |
Beginning balance at Jun. 27, 2021 | $ 464,827 | $ 464,827 | $ 141,162 | $ 141,162 | |||||||||||||||||||
Beginning balance (in shares) at Jun. 27, 2021 | 51,397,025 | 2,069,000 | 49,328,025 | 2,642,587 | 106,378 | 2,536,209 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | $ 2,251 | ||||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | $ 14,995 | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 26, 2021 | 51,397,025 | 2,642,587 | |||||||||||||||||||||
Ending balance at Sep. 26, 2021 | $ 479,822 | $ 143,413 | |||||||||||||||||||||
Beginning balance (in shares) at Jun. 27, 2021 | 95,451,303 | 3,842,428 | 91,608,875 | 0 | |||||||||||||||||||
Beginning balance at Jun. 27, 2021 | $ (275,866) | $ (275,866) | $ 0 | $ 0 | $ 0 | $ 0 | $ (266,472) | $ (266,463) | $ (9) | $ (9,404) | $ (9,404) | $ 10 | $ 1 | $ 9 | $ 0 | ||||||||
Beginning balance (in shares) at Jun. 27, 2021 | 0 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net income (loss) | 15,564 | 15,564 | |||||||||||||||||||||
Foreign currency translation adjustment | (164) | (164) | |||||||||||||||||||||
Unrealized loss on derivatives | (32) | (32) | |||||||||||||||||||||
Reclassification to earnings | 2,202 | 2,202 | |||||||||||||||||||||
Accrued dividends on pre-merger Series A preferred stock | (2,251) | (2,251) | |||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | (14,995) | (14,995) | |||||||||||||||||||||
Share-based compensation | 801 | 801 | |||||||||||||||||||||
Reclass of negative APIC to accumulated deficit | 0 | 16,445 | (16,445) | ||||||||||||||||||||
Ending balance (in shares) at Sep. 26, 2021 | 95,451,303 | 0 | |||||||||||||||||||||
Ending balance at Sep. 26, 2021 | (274,741) | $ 0 | 0 | (267,353) | (7,398) | $ 10 | $ 0 | ||||||||||||||||
Ending balance (in shares) at Sep. 26, 2021 | 0 | ||||||||||||||||||||||
Beginning balance at Jun. 27, 2021 | $ 464,827 | $ 464,827 | $ 141,162 | $ 141,162 | |||||||||||||||||||
Beginning balance (in shares) at Jun. 27, 2021 | 51,397,025 | 2,069,000 | 49,328,025 | 2,642,587 | 106,378 | 2,536,209 | |||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 0 | 200,000 | |||||||||||||||||||||
Ending balance at Dec. 26, 2021 | $ 0 | $ 200,000 | |||||||||||||||||||||
Beginning balance (in shares) at Jun. 27, 2021 | 95,451,303 | 3,842,428 | 91,608,875 | 0 | |||||||||||||||||||
Beginning balance at Jun. 27, 2021 | (275,866) | $ (275,866) | $ 0 | $ 0 | 0 | $ 0 | (266,472) | $ (266,463) | $ (9) | (9,404) | $ (9,404) | $ 10 | $ 1 | $ 9 | $ 0 | ||||||||
Beginning balance (in shares) at Jun. 27, 2021 | 0 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Unrealized loss on derivatives | (42) | ||||||||||||||||||||||
Reclassification to earnings | 4,405 | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 107,066,196 | 58,311,203 | |||||||||||||||||||||
Ending balance at Dec. 26, 2021 | (12,375) | $ 0 | 294,828 | (301,807) | (5,413) | $ 11 | $ 6 | ||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 0 | ||||||||||||||||||||||
Beginning balance at Sep. 26, 2021 | $ 479,822 | $ 143,413 | |||||||||||||||||||||
Beginning balance (in shares) at Sep. 26, 2021 | 51,397,025 | 2,642,587 | |||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | $ 1,885 | ||||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | $ 23,869 | ||||||||||||||||||||||
Issuance of common stock and preferred stock in connection with Merger Capitalization, net of Bowlero equity issuance costs and fair value of liability-classified warrants and earnout (in shares) | 95,000 | ||||||||||||||||||||||
Issuance of common stock and preferred stock in connection with Merger Capitalization, net of Bowlero equity issuance costs and fair value of liability-classified warrants and earnout | $ 95,000 | ||||||||||||||||||||||
Settlement of pre-merger Series A preferred stock (in shares) | (2,642,587) | ||||||||||||||||||||||
Settlement of pre-merger Series A preferred stock | $ (145,298) | ||||||||||||||||||||||
Conversion of Class A common stock of Old Bowlero to Series A preferred stock (in shares) | 105,000 | ||||||||||||||||||||||
Conversion of Class A common stock of Old Bowlero to Series A preferred stock | $ 105,000 | ||||||||||||||||||||||
Exchange of redeemable Class A common stock of Old Bowlero for Class B common stock (in shares) | (51,397,025) | ||||||||||||||||||||||
Exchange of redeemable Class A common stock of Old Bowlero for Class B common stock | $ (503,691) | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 0 | 200,000 | |||||||||||||||||||||
Ending balance at Dec. 26, 2021 | $ 0 | $ 200,000 | |||||||||||||||||||||
Beginning balance (in shares) at Sep. 26, 2021 | 95,451,303 | 0 | |||||||||||||||||||||
Beginning balance at Sep. 26, 2021 | (274,741) | $ 0 | 0 | (267,353) | (7,398) | $ 10 | $ 0 | ||||||||||||||||
Beginning balance (in shares) at Sep. 26, 2021 | 0 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net income (loss) | (34,454) | (34,454) | |||||||||||||||||||||
Foreign currency translation adjustment | (208) | (208) | |||||||||||||||||||||
Unrealized loss on derivatives | (10) | (10) | |||||||||||||||||||||
Reclassification to earnings | 2,203 | 2,203 | |||||||||||||||||||||
Accrued dividends on pre-merger Series A preferred stock | (1,885) | (1,885) | |||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | (23,869) | (23,869) | |||||||||||||||||||||
Merger induced stock based compensation (in shares) | 2,529,360 | 5,839,993 | |||||||||||||||||||||
Merger induced stock based compensation | 42,556 | 42,555 | $ 1 | ||||||||||||||||||||
Issuance of common stock and preferred stock in connection with Merger Capitalization, net of Bowlero equity issuance costs and fair value of liability-classified warrants and earnout (in shares) | 42,185,233 | 1,074,185 | |||||||||||||||||||||
Issuance of common stock and preferred stock in connection with Merger Capitalization, net of Bowlero equity issuance costs and fair value of liability-classified warrants and earnout | 120,809 | 120,805 | $ 4 | ||||||||||||||||||||
Conversion of Class A common stock of Old Bowlero to Series A preferred stock (in shares) | (10,499,900) | ||||||||||||||||||||||
Conversion of Class A common stock of Old Bowlero to Series A preferred stock | (105,000) | (104,999) | $ (1) | ||||||||||||||||||||
Consideration to existing shareholders of Old Bowlero (in shares) | (22,599,800) | ||||||||||||||||||||||
Consideration to existing shareholders of Old Bowlero | (226,000) | (225,998) | $ (2) | ||||||||||||||||||||
Consideration paid to Old Bowlero optionholders | (15,467) | (15,467) | |||||||||||||||||||||
Exchange of redeemable Class A common stock of Old Bowlero for Class B common stock (in shares) | 51,397,025 | ||||||||||||||||||||||
Exchange of redeemable Class A common stock of Old Bowlero for Class B common stock | 503,691 | 503,686 | $ 5 | ||||||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 107,066,196 | 58,311,203 | |||||||||||||||||||||
Ending balance at Dec. 26, 2021 | (12,375) | $ 0 | 294,828 | (301,807) | (5,413) | $ 11 | $ 6 | ||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 0 | ||||||||||||||||||||||
Beginning balance at Jul. 03, 2022 | 206,002 | $ 206,002 | |||||||||||||||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 200,000 | ||||||||||||||||||||||
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 | 110,395,630 | 55,911,203 | 55,911,203 | |||||||||||||||||||
Beginning balance at Jul. 03, 2022 | $ (13,682) | $ (34,557) | 335,015 | (312,851) | (1,306) | $ 11 | $ 6 | ||||||||||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 3,430,667 | 3,430,667 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net income (loss) | $ (33,534) | (33,534) | |||||||||||||||||||||
Foreign currency translation adjustment | (367) | (367) | |||||||||||||||||||||
Stock based compensation (in shares) | 50,317 | ||||||||||||||||||||||
Share-based compensation | 3,279 | 3,279 | |||||||||||||||||||||
Repurchase of Class A common stock into Treasury Stock (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) | $ (40,019) | 338,294 | (346,385) | (1,673) | $ 11 | $ 6 | ||||||||||||||||
Ending balance (in shares) at Oct. 02, 2022 | 3,898,770 | ||||||||||||||||||||||
Beginning balance at Jul. 03, 2022 | 206,002 | $ 206,002 | |||||||||||||||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 200,000 | ||||||||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | 200,000 | ||||||||||||||||||||||
Ending balance at Jan. 01, 2023 | 211,667 | $ 211,667 | |||||||||||||||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 110,395,630 | 110,395,630 | 55,911,203 | 55,911,203 | |||||||||||||||||||
Beginning balance at Jul. 03, 2022 | $ (13,682) | $ (34,557) | 335,015 | (312,851) | (1,306) | $ 11 | $ 6 | ||||||||||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 3,430,667 | 3,430,667 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Unrealized loss on derivatives | $ 0 | ||||||||||||||||||||||
Reclassification to earnings | 0 | ||||||||||||||||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | (1,097,780) | ||||||||||||||||||||||
Repurchase of Class A common stock into Treasury stock | $ (13,411) | ||||||||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | 109,726,094 | 109,726,094 | 55,911,203 | 55,911,203 | |||||||||||||||||||
Ending balance at Jan. 01, 2023 | $ (58,232) | $ (47,968) | 336,261 | (344,950) | (1,592) | $ 11 | $ 6 | ||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | 4,528,447 | 4,528,447 | |||||||||||||||||||||
Beginning balance at Oct. 02, 2022 | $ 206,002 | ||||||||||||||||||||||
Beginning balance (in shares) at Oct. 02, 2022 | 200,000 | ||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | $ 5,665 | ||||||||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | 200,000 | ||||||||||||||||||||||
Ending balance at Jan. 01, 2023 | $ 211,667 | $ 211,667 | |||||||||||||||||||||
Beginning balance (in shares) at Oct. 02, 2022 | 109,977,844 | 55,911,203 | |||||||||||||||||||||
Beginning balance at Oct. 02, 2022 | (49,766) | $ (40,019) | 338,294 | (346,385) | (1,673) | $ 11 | $ 6 | ||||||||||||||||
Beginning balance (in shares) at Oct. 02, 2022 | 3,898,770 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net income (loss) | 1,435 | 1,435 | |||||||||||||||||||||
Foreign currency translation adjustment | 81 | 81 | |||||||||||||||||||||
Unrealized loss on derivatives | 0 | ||||||||||||||||||||||
Reclassification to earnings | 0 | ||||||||||||||||||||||
Stock based compensation (in shares) | 377,927 | ||||||||||||||||||||||
Share-based compensation | 3,632 | 3,632 | |||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | (5,665) | (5,665) | |||||||||||||||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | (629,677) | (629,677) | |||||||||||||||||||||
Repurchase of Class A common stock into Treasury stock | (7,949) | $ (7,949) | |||||||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | 109,726,094 | 109,726,094 | 55,911,203 | 55,911,203 | |||||||||||||||||||
Ending balance at Jan. 01, 2023 | $ (58,232) | $ (47,968) | $ 336,261 | $ (344,950) | $ (1,592) | $ 11 | $ 6 | ||||||||||||||||
Ending balance (in shares) at Jan. 01, 2023 | 4,528,447 | 4,528,447 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 01, 2023 | Dec. 26, 2021 | |
Operating activities | ||
Net loss | $ (32,099) | $ (18,890) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Asset impairment | 84 | 0 |
Depreciation and amortization | 55,570 | 48,501 |
Gain on sale of assets, net | (1,978) | (154) |
Income from joint venture | (200) | (158) |
Loss on refinance of debt | 0 | 953 |
Amortization of deferred financing costs | 1,856 | 1,833 |
Amortization of deferred rent incentive | (204) | 75 |
Non-cash interest expense on capital lease obligation | 5,360 | 3,343 |
Amortization of deferred sale lease-back gain | (514) | (513) |
Deferred income taxes | 178 | (6,587) |
Share-based compensation | 7,684 | 43,356 |
Distributions from joint venture | 213 | 220 |
Change in fair value of earnout liability | 71,536 | (22,542) |
Change in fair value of warrant liability | 0 | 70 |
Change in fair value of marketable securities | (755) | 0 |
Changes in assets and liabilities, net of business acquisitions: | ||
Accounts receivable and notes receivable, net | (3,018) | (26) |
Inventories | (976) | (2,050) |
Prepaids, other current assets and other assets | (688) | (5,404) |
Accounts payable and accrued expenses | 12,385 | 9,926 |
Other current liabilities | 127 | 2,605 |
Other long-term liabilities | 1,318 | 4,727 |
Net cash provided by operating activities | 115,879 | 59,285 |
Investing activities | ||
Purchases of property and equipment | (78,111) | (111,523) |
Purchases of intangible assets | (22) | (2,587) |
Proceeds from sale of property and equipment | 6,518 | 16 |
Proceeds from sale of intangibles | 126 | 0 |
Purchase of marketable securities | (44,855) | 0 |
Proceeds from sale of marketable securities | 32,921 | 0 |
Acquisitions, net of cash acquired | (79,582) | (46,754) |
Net cash used in investing activities | (163,005) | (160,848) |
Financing activities | ||
Repurchase of treasury stock | (16,355) | 0 |
Repurchase of Series A preferred stock - Old Bowlero | 0 | (145,298) |
Proceeds from issuance of Series A preferred stock | 0 | 95,000 |
Proceeds from issuance of Class A common stock to Isos investors | 0 | 94,413 |
Proceeds from share issuance | 590 | 0 |
Transaction costs related to Merger recapitalization | 0 | (20,670) |
Proceeds from PIPE Investment | 0 | 150,604 |
Proceeds from Forward Investment | 0 | 100,000 |
Payment to existing shareholders of Old Bowlero | 0 | (226,000) |
Payments for tax withholdings on share-based awards | (1,491) | 0 |
Consideration paid to existing option holders of Old Bowlero | 0 | (15,467) |
Settlement of contingent consideration | 1,000 | 0 |
Payment of long-term debt | (4,399) | (4,105) |
Payment of First Lien Credit Facility Revolver | 0 | (39,853) |
Proceeds from long-term debt | 15,418 | 0 |
Payment of Incremental Liquidity Facility | 0 | (45,000) |
Proceeds from New Revolver | 0 | 86,434 |
Proceeds from sale-leaseback financing | 10,363 | 0 |
Payment of deferred financing costs | 0 | (977) |
Construction allowance receipts | 0 | 1,132 |
Net cash provided by financing activities | 5,126 | 30,213 |
Effect of exchange rates on cash | (427) | (84) |
Net decrease in cash, cash equivalents and restricted cash | (42,427) | (71,434) |
Cash, cash equivalents and restricted cash at beginning of period | 132,236 | 187,093 |
Cash, cash equivalents and restricted cash at end of period | $ 89,809 | $ 115,659 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 6 Months Ended |
Jan. 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 branded centers are traditional bowling centers and the Bowlero 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. 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 3, 2022. Reverse Recapitalization: On December 15, 2021, (the “Closing Date”), the Company consummated the previously announced Business Combination pursuant to the Business Combination Agreement (“BCA”) dated as of July 1, 2021, by and among Bowlero Corp. prior to the Closing Date (“Old Bowlero”) and Isos Acquisition Corporation (“Isos”). Notwithstanding the legal form of the Business Combination pursuant to the BCA, the Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, Isos was treated as the acquired company and Old Bowlero was treated as the acquirer for accounting and financial statement reporting purposes. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of the Company, thus the shares and corresponding capital amounts and losses per share, prior to the reverse recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 24.841 established in the BCA. 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, Cash Equivalents and Restricted Cash: 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 cash equivalents of $6,758 and $88,067 at January 1, 2023 and July 3, 2022, 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 $15,132 and $8,688 at January 1, 2023 and July 3, 2022, respectively. The Company considers sales proceeds from a sale lease back transaction held by an intermediary in a qualified account as restricted cash, as part of like-kind exchange under U.S. tax law. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to the condensed consolidated statement of cash flows: January 1, 2023 July 3, 2022 Cash and cash equivalents $ 79,446 $ 132,236 Restricted cash 10,363 — Total cash, cash equivalents and restricted cash $ 89,809 $ 132,236 Marketable Securities: Our investments in marketable equity securities are measured at fair value with the related gains and losses recognized in other income. The unrealized gains recognized on equity securities held at January 1, 2023 for the periods ended January 1, 2023 were as follows: Three Months Ended Six Months Ended January 1, 2023 January 1, 2023 Unrealized gain $ 680 $ 625 Derivatives: We are exposed to interest rate risk. To manage these risks, we entered into interest rate swap derivative transactions associated with a portion of our outstanding debt. The interest rate swaps were designated for accounting purposes as cash flow hedges of forecasted floating interest payments on variable rate debt. The Company's interest rate swaps expired on June 30, 2022. The reclassifications from accumulated other comprehensive income (“AOCI”) into income during each reporting period were as follows: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Interest expense reclassified from AOCI into net loss $ — $ 2,203 $ — $ 4,405 The fair value of the swap and cap agreements excludes accrued interest and takes into consideration current interest rates and current likelihood of the swap counterparties’ compliance with its contractual obligations. There are no income taxes related to the amounts recorded to AOCI due to tax credits and the full valuation allowance on deferred taxes. Net (Loss) Income Per Share Attributable to Common Stockholders: We compute net (loss) income 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. Since the Company has reported net loss for the current period, all potentially dilutive securities have been 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 is the same for the current period presented. Dilutive securities include convertible preferred stock, earnouts, stock options, and restricted stock units (“RSUs”). See Note 15 - Net (Loss) Income Per Share . Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 or impossible because of the potential differences in accounting standards used. Recently Issued Accounting Standards: We reviewed the accounting pronouncements that became effective for our fiscal year 2023 and besides ASU No. 2016-02, Leases (“Topic 842”), we determined that either they were not applicable, or they did not have a material impact on the consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jan. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table presents the Company’s revenue disaggregated by major revenue categories: Three Months Ended Six Months Ended January 1, % of revenues December 26, % of revenues January 1, % of revenues December 26, % of revenues Major revenue categories: Bowling $ 131,426 48.1 % $ 103,532 50.5 % $ 246,753 49.0 % $ 196,142 50.8 % Food and beverage 100,657 36.8 % 72,774 35.5 % 179,680 35.7 % 133,019 34.4 % Amusement 36,748 13.4 % 26,474 12.9 % 67,557 13.4 % 50,186 13.0 % Media 4,554 1.7 % 2,410 1.1 % 9,655 1.9 % 6,821 1.8 % Total revenues $ 273,385 100.0 % $ 205,190 100.0 % $ 503,645 100.0 % $ 386,168 100.0 % |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jan. 01, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions Acquisitions: The Company continually evaluates potential acquisitions of bowling entertainment centers, 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. 2023 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 six months ended January 1, 2023, the Company had nine business acquisitions in which we acquired eleven bowling entertainment centers for a total consideration of $79,582. The Company is still in the process of finalizing the acquisition date fair values. The remaining fair value estimates include working capital, intangibles, property and equipment, and capital lease assets and liabilities. 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. Fair values for acquisitions that were considered preliminary at July 3, 2022 were finalized with immaterial adjustments. 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 Total Current assets $ 122 Property and equipment 69,212 Capital lease asset 1,860 Identifiable intangible assets 3,630 Goodwill 6,265 Other assets 1,160 Total assets acquired 82,249 Current liabilities (807) Long-term obligations under capital leases (1,860) Total liabilities assumed (2,667) Total fair value, net of cash acquired of $56 $ 79,582 Components of consideration transferred Cash $ 76,877 Holdback 2,705 Total consideration transferred $ 79,582 Transaction expenses included in “other operating expense” in the condensed consolidated statement of operations for the period ended January 1, 2023 $ 458 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jan. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill: The changes in the carrying amount of goodwill for the period ended January 1, 2023: Balance as of July 3, 2022 $ 742,669 Goodwill resulting from acquisitions during fiscal year 2023 6,265 Adjustments to preliminary fair values for prior year acquisitions (340) Balance as of January 1, 2023 $ 748,594 Intangible Assets: January 1, 2023 July 3, 2022 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: AMF trade name $ 9,900 $ (8,923) $ 977 $ 9,900 $ (8,593) $ 1,307 Other acquisition trade names 2,490 (973) 1,517 1,761 (651) 1,110 Customer relationships 23,022 (16,213) 6,809 21,112 (13,989) 7,123 Management contracts 1,800 (1,587) 213 1,800 (1,443) 357 Non-compete agreements 2,951 (1,297) 1,654 2,450 (1,067) 1,383 PBA member, sponsor & media relationships 1,400 (572) 828 1,400 (504) 896 Other intangible assets 921 (239) 682 921 (133) 788 42,484 (29,804) 12,680 39,344 (26,380) 12,964 Indefinite-lived intangible assets: Liquor licenses 10,115 — 10,115 9,629 — 9,629 PBA trade name 3,100 — 3,100 3,100 — 3,100 Bowlero trade name 66,900 — 66,900 66,900 — 66,900 80,115 — 80,115 79,629 — 79,629 $ 122,599 $ (29,804) $ 92,795 $ 118,973 $ (26,380) $ 92,593 The following table shows amortization expense for finite-lived intangible assets for each reporting period: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Amortization expense $ 1,862 $ 3,325 $ 3,444 $ 4,757 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jan. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of January 1, 2023 and July 3, 2022, property and equipment consists of: January 1, 2023 July 3, 2022 Land $ 91,152 $ 77,006 Buildings and improvements 117,526 69,219 Leasehold improvements 363,150 349,534 Equipment, furniture, and fixtures 435,005 375,780 Construction in progress 39,628 15,638 1,046,461 887,177 Accumulated depreciation (393,614) (352,456) Property and equipment, net of accumulated depreciation $ 652,847 $ 534,721 The following table shows depreciation expense related to property and equipment for each reporting period: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Depreciation expense $ 21,925 $ 18,054 $ 42,264 $ 34,947 Assets held for sale: |
Leases
Leases | 6 Months Ended |
Jan. 01, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases various assets under non-cancellable operating and capital 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. Operating Leases: We recorded accrued rent of $26,967 and $26,417 within other current liabilities and other long-term liabilities on the condensed consolidated balance sheets as of January 1, 2023 and July 3, 2022, respectively. Capital Leases: We had $53,449 and $47,298 in accumulated amortization on property and equipment under capital leases as of January 1, 2023 and July 3, 2022, respectively The following tables summarize the Company’s costs for operating and capital leases: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Operating Leases Rent expense $ 16,436 $ 16,654 $ 31,226 $ 31,939 Capital Leases Interest expense $ 10,480 $ 9,484 $ 20,841 $ 18,825 Amortization expense 3,142 3,081 6,237 6,369 Total capital lease cost $ 13,622 $ 12,565 $ 27,078 $ 25,194 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jan. 01, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of January 1, 2023 and July 3, 2022, accrued expenses consist of: January 1, 2023 July 3, 2022 Customer deposits $ 22,576 $ 10,728 Taxes and licenses 11,471 11,568 Compensation 14,230 15,746 Insurance 5,915 5,229 Utilities 4,243 4,185 Deferred revenue 6,949 6,384 Deferred rent 2,831 3,252 Professional fees 1,891 3,062 Interest 605 498 Other 5,901 2,202 Total accrued expenses $ 76,612 $ 62,854 |
Debt
Debt | 6 Months Ended |
Jan. 01, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the Company’s debt structure as of January 1, 2023 and July 3, 2022: January 1, 2023 July 3, 2022 First Lien Credit Facility Term Loan (Maturing July 3, 2024 and bearing variable rate interest; 7.89% and 5.17% at January 1, 2023 and July 3, 2022, respectively) $ 786,166 $ 790,271 Revolver (Maturing April 4, 2024 and bearing variable rate interest; 6.92% and 4.13% at January 1, 2023 and July 3, 2022, respectively) 86,434 86,434 Other Equipment Loans 15,123 — 887,723 876,705 Less: Unamortized financing costs (5,046) (6,649) Current portion of unamortized financing costs 3,323 3,245 Current maturities of long-term debt (9,144) (8,211) Total long-term debt $ 876,856 $ 865,090 See Note 17 - Subsequent Events for further information concerning the amendment of the First Lien Credit Agreement. First Lien Credit Facility Term Loan: The First Lien Credit Facility Term Loan is repaid on a quarterly basis on the last business day of the last month of each calendar quarter in principal payments of $2,053. Obligations owed under the First Lien Credit Facility Term Loan bear interest at a rate per annum equal to the applicable LIBOR rate, subject to a floor of 1.00%, plus an applicable margin of 3.50%. Interest on term loans under the First Lien Credit Facility bearing interest based upon the Base Rate will be due quarterly, and interest on loans bearing interest based upon the LIBOR rate will be due on the last day of each relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period. Pursuant to the First Lien Guarantee and Collateral Agreements, obligations owed under the First Lien Credit Facility 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. Revolver: On December 15, 2021, the Company entered into a Sixth Amendment (“Sixth Amendment”) to the First Lien Credit Agreement, by and among Bowlero, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders. Pursuant to the Sixth Amendment, the revolving credit facility under the First Lien Credit Agreement was refinanced and replaced by a $140,000 senior secured revolving credit facility (“Revolver”), which has a maturity date of the earlier of December 15, 2026 or the date that is 90 days prior to the scheduled maturity date of any term loans outstanding under the First Lien Credit Facility Term Loan in an aggregate principal amount exceeding $175,000. Since the First Lien Credit Agreement matures on July 3, 2024, the maturity date for the Revolver is currently April 4, 2024. Interest on borrowings under the Revolver is initially based on either the Adjusted Term Secured Overnight Financing Rate (“SOFR”) or the Alternate Base Rate, as further described in the First Lien Credit Agreement. In addition, on December 17, 2021, Bowlero entered into a Seventh Amendment (“Seventh Amendment”) to the First Lien Credit Agreement pursuant to which the total revolving commitments under the Revolver were increased by $25,000 to an aggregate amount of $165,000. No changes, other than increasing the aggregate principal amount of revolving commitments thereunder, were made to the terms of the Revolver in connection with the Seventh Amendment. The Revolver is subject to, among other provisions, covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, cross-default with other agreements relating to indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of Bowlero. In addition, the Revolver 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 the Revolver is at least 35% utilized (subject to certain exclusions) at the end of such fiscal quarter. The Revolver is also subject to customary events of defaults. 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. No changes were made to the terms of the term loan under the First Lien Credit Agreement in connection with the Sixth Amendment or the Seventh Amendment. Letters of Credit: Outstanding standby letters of credit as of January 1, 2023 and July 3, 2022 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 Loans : 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. Other equipment loans entered into by the Company were immaterial. Covenant Compliance: The Company was in compliance with all debt covenants as of January 1, 2023. |
Income Taxes
Income Taxes | 6 Months Ended |
Jan. 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 six months ended January 1, 2023 was 6.5%, which differs from the US federal statutory rate of 21% primarily due to certain non-deductible expenses, changes in the valuation allowance, and state and local taxes. The Company’s effective tax rate for the six months ended December 26, 2021 was 23.7% tax benefit and differs from the US federal statutory rate of 21% due to changes in the valuation allowance, state and local taxes, and the release of a portion of the valuation allowance resulting from the acquisition of Bowl America. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 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 includes a demand for monetary and non-monetary remedies. The Company contests such determination and intends to defend vigorously. The Company cannot estimate the possible range of loss, if any, associated with these EEOC matters. |
Earnouts
Earnouts | 6 Months Ended |
Jan. 01, 2023 | |
Earnouts [Abstract] | |
Earnouts | Earnouts Old Bowlero’s stockholders and option holders received additional shares of Bowlero common stock (the “Earnout Shares”). Earnout Shares vest during the period from and after the Closing Date until the fifth anniversary of the Closing Date (the “Earnout Period”). The following tranches of Earnout Shares were issued to Old Bowlero stockholders: (a) 10,375,000 Earnout Shares, if the closing share price of Bowlero’s Class A common stock, par value $0.0001 per share (Class A common stock) equals or exceeds $15.00 per share for any 10 trading days within any consecutive 20-trading day period that occurs after the Closing Date during the Earnout Period and (b) 10,375,000 Earnout Shares, if the closing share price of Class A common stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period during the Earnout Period. During the Earnout Period, if Bowlero experiences an Acceleration Event, which as detailed in the BCA includes a change of control, liquidation or dissolution of the Company, bankruptcy or the assignment for the benefit of creditors the appointment of a custodian, receiver or trustee for all or substantially all the assets or properties of the Company, then any Earnout Shares that have not been previously issued by Bowlero (whether or not previously earned) to the Bowlero stockholders or holders of Options or Earnout shares issued but not vested will be deemed earned and issued or vested by Bowlero as of immediately prior to the Acceleration Event, unless, in the case of an Acceleration Event, the value of the consideration to be received by the holders of Bowlero common stock in such change of control transaction is less than the applicable stock price thresholds described above. If the consideration received in such Acceleration Event is not solely cash, Bowlero’s Board of Directors will determine the treatment of the Earnout Shares. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jan. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Debt The fair value and carrying value of our debt as of January 1, 2023 and July 3, 2022 are as follows: January 1, 2023 July 3, 2022 Carrying value $ 887,723 $ 876,705 Fair value 887,075 841,637 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 six months ended January 1, 2023 and the fiscal year ended July 3, 2022. 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 January 1, 2023 and July 3, 2022: January 1, 2023 Level 1 Level 2 Level 3 Total Marketable securities $ 12,125 $ — $ — $ 12,125 Total assets $ 12,125 $ — $ — $ 12,125 Earnout shares $ — $ — $ 282,557 $ 282,557 Total liabilities $ — $ — $ 282,557 $ 282,557 July 3, 2022 Level 1 Level 2 Level 3 Total Earnout shares $ — $ — $ 210,952 $ 210,952 Contingent consideration — — 1,470 1,470 Total liabilities $ — $ — $ 212,422 $ 212,422 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 January 1, 2023 were as follows: Earnout Expected term in years 3.96 Expected volatility 60% Risk-free interest rate 4.11% Stock price $ 13.48 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 three and six months ended January 1, 2023 and December 26, 2021: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Balance as of beginning of period $ 251,779 $ — $ 210,952 $ — Issuances 2 181,113 69 181,113 Changes in fair value 30,776 (22,542) 71,536 (22,542) Balance as of end of period $ 282,557 $ 158,571 $ 282,557 $ 158,571 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. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Stockholders' Equity | 6 Months Ended |
Jan. 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 January 1, 2023 and July 3, 2022. • Issued and Outstanding: 109,726,094 shares (inclusive of 3,204,082 shares contingent on certain stock price thresholds but excluding 4,528,447 shares held in treasury) as of January 1, 2023 and 110,395,630 shares (inclusive of 3,209,972 shares contingent on certain stock price thresholds but excluding 3,430,667 shares held in treasury) as of July 3, 2022. Class B common stock: • Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of January 1, 2023 and July 3, 2022. • Issued and Outstanding: 55,911,203 shares as of January 1, 2023 and July 3, 2022. Preferred Stock: • Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of January 1, 2023 and July 3, 2022. • Issued and Outstanding: 200,000 shares as of January 1, 2023 and July 3, 2022. 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. As of January 1, 2023, there have been no dividends declared or paid in cash. For the period ended January 1, 2023, accumulated dividends in the amount of $5,665 were added to the liquidation preference and deemed to be declared and paid in-kind. The Preferred Stock is redeemable if a Fundamental Change occurs and each holder will have the right to require the Company to repurchase such holders’ shares of Preferred Stock or any portion thereof for a cash purchase price. A Fundamental Change includes events such as a person or a group becoming direct or indirect owners of shares of the Company’s Common Stock representing more than 50% of the voting power, consummation of a transaction with which all the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive cash or other property, Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company, or the Company’s Common Stock ceases to be listed on any of the NYSE or The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors). The Company has classified the Preferred Stock as temporary equity as the shares have certain redemption features that are not solely in the control of the Company. The Preferred Stock is not currently redeemable because the deemed liquidation provision is considered a substantive condition that is contingent on the event and it is not currently probable that it will become redeemable. Shares and Warrant Repurchase Program On February 7, 2022, the Company announced that its Board of Directors authorized a share and warrant repurchase program providing for repurchases of up to $200,000 of the Company’s outstanding Class A common stock and warrants through February 3, 2024. Treasury stock purchases are stated at cost and presented as a reduction of equity on the condensed consolidated balance sheets. Repurchases of shares and warrants 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. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jan. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 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 an equity interest in the Company and align the interest of key personnel with those of the Company’s stockholders. As of January 1, 2023 and July 3, 2022, the total compensation cost not yet recognized is as follows: Award Plan January 1, 2023 July 3, 2022 Stock options 2021 Plan $ 32,533 $ 37,273 Service based RSUs 2021 Plan 5,540 7,211 Market and service based RSUs 2021 Plan 1,165 1,498 Earnout RSUs 2021 Plan 801 939 Total unrecognized compensation cost $ 40,039 $ 46,921 Share-based compensation recognized in the consolidated statements of operations for the periods ended January 1, 2023 and December 26, 2021 is as follows: Three Months Ended Six Months Ended Award Plan January 1, December 26, January 1, December 26, Performance-based options 2017 Plan $ — $ 24,516 $ — $ 24,516 Time-based options 2017 Plan — 151 — 952 Stock options 2021 Plan 2,383 3,608 4,741 3,608 Service based RSUs 2021 Plan 1,345 45 2,326 45 Market and service based RSUs 2021 Plan 148 — 289 — Earnout RSUs 2021 Plan 50 7 95 7 Share-based bonus — 14,228 — 14,228 ESPP 110 — 233 — Total share-based compensation expense $ 4,036 $ 42,555 $ 7,684 $ 43,356 The Company did not have any recognized income tax benefits, net of valuation allowances, related to our share-based compensation plans. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jan. 01, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share calculations for all periods prior to the Closing Date have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Closing Date to effect the reverse recapitalization. The computation of basic and diluted net loss per share of Class A common stock and Class B common stock is as follows: Three Months Ended January 1, 2023 December 26, 2021 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (897) $ (470) $ (1,367) $ (34,937) $ (1,738) $ (36,675) Denominator Weighted-average shares outstanding 106,566,944 55,911,203 162,478,147 141,706,301 7,048,607 148,754,908 Net loss per share, basic & diluted $ (0.01) $ (0.01) $ (0.01) $ (0.25) $ (0.25) $ (0.25) Anti-dilutive shares excluded from diluted calculation* 26,362,340 20,678,849 Six Months Ended January 1, 2023 December 26, 2021 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (24,743) $ (12,959) $ (37,702) $ (22,805) $ (557) $ (23,362) Denominator Weighted-average shares outstanding 106,753,838 55,911,203 162,665,041 144,277,315 3,524,303 147,801,618 Net loss per share, basic & diluted $ (0.23) $ (0.23) $ (0.23) $ (0.16) $ (0.16) $ (0.16) Anti-dilutive shares excluded from diluted calculation* 25,696,874 20,678,849 The total weighted average shares outstanding for the periods ended December 26, 2021 are considerably lower than the total shares outstanding as of December 26, 2021, due to the Business Combination that was consummated on December 15, 2021. *The impact of 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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jan. 01, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information January 1, December 26, Cash paid during the period for: Interest $ 44,210 $ 41,055 Income taxes, net of refunds 4,205 885 Noncash investing and financing transactions: Assets obtained in build to suit arrangement 13,601 — Capital expenditures in accounts payable 13,563 7,116 Capital lease assets obtained in exchange for capital lease liabilities — 4,970 Modifications of capital lease assets and liabilities 3,922 (2,609) Change in fair value of interest rate swap — 4,405 Issuance of warrants in Business Combination — 22,426 Issuance of earnout obligation in Business Combination — 181,113 Unsettled trade receivable, net (413) — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 01, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 8, 2023, the Company entered into an Eighth Amendment (“Eighth Amendment”) to the First Lien Credit Agreement pursuant to which the total principal amount under the First Lien Credit Facility Term Loan was increased to $900,000 from $812,850, and the maturity date was extended to February 8, 2028. In addition, the total revolving commitments under the Revolver were increased to $200,000 from $165,000, and extended the maturity date to December 15, 2026. Proceeds were used to refinance the existing term loan under the First Lien Credit Agreement, to repay all amounts outstanding under the Revolver, and for general corporate purposes. Interest on borrowings under the First Lien Credit Agreement and Revolver is based on either SOFR or the Alternate Base Rate, as further described in the Eighth Amendment. The First Lien Credit Agreement and Revolver are subject to, among other provisions, covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of Bowlero. |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 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 3, 2022. |
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, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash: 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 cash equivalents of $6,758 and $88,067 at January 1, 2023 and July 3, 2022, 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.The Company considers sales proceeds from a sale lease back transaction held by an intermediary in a qualified account as restricted cash, as part of like-kind exchange under U.S. tax law. |
Marketable Securities | Marketable Securities: Our investments in marketable equity securities are measured at fair value with the related gains and losses recognized in other income. The unrealized gains recognized on equity securities held at January 1, 2023 for the periods ended January 1, 2023 were as follows: Three Months Ended Six Months Ended January 1, 2023 January 1, 2023 Unrealized gain $ 680 $ 625 |
Derivatives | Derivatives: We are exposed to interest rate risk. To manage these risks, we entered into interest rate swap derivative transactions associated with a portion of our outstanding debt. The interest rate swaps were designated for accounting purposes as cash flow hedges of forecasted floating interest payments on variable rate debt. The Company's interest rate swaps expired on June 30, 2022. |
Net (Loss) Income Per Share Attributable to Common Stockholders | Net (Loss) Income Per Share Attributable to Common Stockholders: We compute net (loss) income 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. Since the Company has reported net loss for the current period, all potentially dilutive securities have been 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 is the same for the current period presented. 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, as modified by the 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 or impossible 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 our fiscal year 2023 and besides ASU No. 2016-02, Leases (“Topic 842”), we determined that either they were not applicable, or they did not have a material impact on the consolidated financial statements. |
Description of Business and S_3
Description of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet to the condensed consolidated statement of cash flows: January 1, 2023 July 3, 2022 Cash and cash equivalents $ 79,446 $ 132,236 Restricted cash 10,363 — Total cash, cash equivalents and restricted cash $ 89,809 $ 132,236 |
Marketable Securities | The unrealized gains recognized on equity securities held at January 1, 2023 for the periods ended January 1, 2023 were as follows: Three Months Ended Six Months Ended January 1, 2023 January 1, 2023 Unrealized gain $ 680 $ 625 |
Schedule of Reclassifications from AOCI into Income | The reclassifications from accumulated other comprehensive income (“AOCI”) into income during each reporting period were as follows: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Interest expense reclassified from AOCI into net loss $ — $ 2,203 $ — $ 4,405 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jan. 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 Six Months Ended January 1, % of revenues December 26, % of revenues January 1, % of revenues December 26, % of revenues Major revenue categories: Bowling $ 131,426 48.1 % $ 103,532 50.5 % $ 246,753 49.0 % $ 196,142 50.8 % Food and beverage 100,657 36.8 % 72,774 35.5 % 179,680 35.7 % 133,019 34.4 % Amusement 36,748 13.4 % 26,474 12.9 % 67,557 13.4 % 50,186 13.0 % Media 4,554 1.7 % 2,410 1.1 % 9,655 1.9 % 6,821 1.8 % Total revenues $ 273,385 100.0 % $ 205,190 100.0 % $ 503,645 100.0 % $ 386,168 100.0 % |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Identifiable Assets Acquired Components of Consideration Transferred and the Transactional Related Expenses for Acquisitions | 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 Total Current assets $ 122 Property and equipment 69,212 Capital lease asset 1,860 Identifiable intangible assets 3,630 Goodwill 6,265 Other assets 1,160 Total assets acquired 82,249 Current liabilities (807) Long-term obligations under capital leases (1,860) Total liabilities assumed (2,667) Total fair value, net of cash acquired of $56 $ 79,582 Components of consideration transferred Cash $ 76,877 Holdback 2,705 Total consideration transferred $ 79,582 Transaction expenses included in “other operating expense” in the condensed consolidated statement of operations for the period ended January 1, 2023 $ 458 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jan. 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 January 1, 2023: Balance as of July 3, 2022 $ 742,669 Goodwill resulting from acquisitions during fiscal year 2023 6,265 Adjustments to preliminary fair values for prior year acquisitions (340) Balance as of January 1, 2023 $ 748,594 |
Schedule of Intangible Assets | January 1, 2023 July 3, 2022 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: AMF trade name $ 9,900 $ (8,923) $ 977 $ 9,900 $ (8,593) $ 1,307 Other acquisition trade names 2,490 (973) 1,517 1,761 (651) 1,110 Customer relationships 23,022 (16,213) 6,809 21,112 (13,989) 7,123 Management contracts 1,800 (1,587) 213 1,800 (1,443) 357 Non-compete agreements 2,951 (1,297) 1,654 2,450 (1,067) 1,383 PBA member, sponsor & media relationships 1,400 (572) 828 1,400 (504) 896 Other intangible assets 921 (239) 682 921 (133) 788 42,484 (29,804) 12,680 39,344 (26,380) 12,964 Indefinite-lived intangible assets: Liquor licenses 10,115 — 10,115 9,629 — 9,629 PBA trade name 3,100 — 3,100 3,100 — 3,100 Bowlero trade name 66,900 — 66,900 66,900 — 66,900 80,115 — 80,115 79,629 — 79,629 $ 122,599 $ (29,804) $ 92,795 $ 118,973 $ (26,380) $ 92,593 |
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 Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Amortization expense $ 1,862 $ 3,325 $ 3,444 $ 4,757 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of January 1, 2023 and July 3, 2022, property and equipment consists of: January 1, 2023 July 3, 2022 Land $ 91,152 $ 77,006 Buildings and improvements 117,526 69,219 Leasehold improvements 363,150 349,534 Equipment, furniture, and fixtures 435,005 375,780 Construction in progress 39,628 15,638 1,046,461 887,177 Accumulated depreciation (393,614) (352,456) Property and equipment, net of accumulated depreciation $ 652,847 $ 534,721 |
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 Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Depreciation expense $ 21,925 $ 18,054 $ 42,264 $ 34,947 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Leases [Abstract] | |
Summary of Lease Costs | The following tables summarize the Company’s costs for operating and capital leases: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Operating Leases Rent expense $ 16,436 $ 16,654 $ 31,226 $ 31,939 Capital Leases Interest expense $ 10,480 $ 9,484 $ 20,841 $ 18,825 Amortization expense 3,142 3,081 6,237 6,369 Total capital lease cost $ 13,622 $ 12,565 $ 27,078 $ 25,194 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of January 1, 2023 and July 3, 2022, accrued expenses consist of: January 1, 2023 July 3, 2022 Customer deposits $ 22,576 $ 10,728 Taxes and licenses 11,471 11,568 Compensation 14,230 15,746 Insurance 5,915 5,229 Utilities 4,243 4,185 Deferred revenue 6,949 6,384 Deferred rent 2,831 3,252 Professional fees 1,891 3,062 Interest 605 498 Other 5,901 2,202 Total accrued expenses $ 76,612 $ 62,854 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Structure | The following table summarizes the Company’s debt structure as of January 1, 2023 and July 3, 2022: January 1, 2023 July 3, 2022 First Lien Credit Facility Term Loan (Maturing July 3, 2024 and bearing variable rate interest; 7.89% and 5.17% at January 1, 2023 and July 3, 2022, respectively) $ 786,166 $ 790,271 Revolver (Maturing April 4, 2024 and bearing variable rate interest; 6.92% and 4.13% at January 1, 2023 and July 3, 2022, respectively) 86,434 86,434 Other Equipment Loans 15,123 — 887,723 876,705 Less: Unamortized financing costs (5,046) (6,649) Current portion of unamortized financing costs 3,323 3,245 Current maturities of long-term debt (9,144) (8,211) Total long-term debt $ 876,856 $ 865,090 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jan. 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 January 1, 2023 and July 3, 2022 are as follows: January 1, 2023 July 3, 2022 Carrying value $ 887,723 $ 876,705 Fair value 887,075 841,637 |
Schedule of Fair Value Measurements and Hierarchy Level | 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 January 1, 2023 and July 3, 2022: January 1, 2023 Level 1 Level 2 Level 3 Total Marketable securities $ 12,125 $ — $ — $ 12,125 Total assets $ 12,125 $ — $ — $ 12,125 Earnout shares $ — $ — $ 282,557 $ 282,557 Total liabilities $ — $ — $ 282,557 $ 282,557 July 3, 2022 Level 1 Level 2 Level 3 Total Earnout shares $ — $ — $ 210,952 $ 210,952 Contingent consideration — — 1,470 1,470 Total liabilities $ — $ — $ 212,422 $ 212,422 |
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 January 1, 2023 were as follows: Earnout Expected term in years 3.96 Expected volatility 60% Risk-free interest rate 4.11% Stock price $ 13.48 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 three and six months ended January 1, 2023 and December 26, 2021: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Balance as of beginning of period $ 251,779 $ — $ 210,952 $ — Issuances 2 181,113 69 181,113 Changes in fair value 30,776 (22,542) 71,536 (22,542) Balance as of end of period $ 282,557 $ 158,571 $ 282,557 $ 158,571 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Compensation Cost by Plan | As of January 1, 2023 and July 3, 2022, the total compensation cost not yet recognized is as follows: Award Plan January 1, 2023 July 3, 2022 Stock options 2021 Plan $ 32,533 $ 37,273 Service based RSUs 2021 Plan 5,540 7,211 Market and service based RSUs 2021 Plan 1,165 1,498 Earnout RSUs 2021 Plan 801 939 Total unrecognized compensation cost $ 40,039 $ 46,921 Share-based compensation recognized in the consolidated statements of operations for the periods ended January 1, 2023 and December 26, 2021 is as follows: Three Months Ended Six Months Ended Award Plan January 1, December 26, January 1, December 26, Performance-based options 2017 Plan $ — $ 24,516 $ — $ 24,516 Time-based options 2017 Plan — 151 — 952 Stock options 2021 Plan 2,383 3,608 4,741 3,608 Service based RSUs 2021 Plan 1,345 45 2,326 45 Market and service based RSUs 2021 Plan 148 — 289 — Earnout RSUs 2021 Plan 50 7 95 7 Share-based bonus — 14,228 — 14,228 ESPP 110 — 233 — Total share-based compensation expense $ 4,036 $ 42,555 $ 7,684 $ 43,356 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net loss per share of Class A common stock and Class B common stock is as follows: Three Months Ended January 1, 2023 December 26, 2021 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (897) $ (470) $ (1,367) $ (34,937) $ (1,738) $ (36,675) Denominator Weighted-average shares outstanding 106,566,944 55,911,203 162,478,147 141,706,301 7,048,607 148,754,908 Net loss per share, basic & diluted $ (0.01) $ (0.01) $ (0.01) $ (0.25) $ (0.25) $ (0.25) Anti-dilutive shares excluded from diluted calculation* 26,362,340 20,678,849 Six Months Ended January 1, 2023 December 26, 2021 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (24,743) $ (12,959) $ (37,702) $ (22,805) $ (557) $ (23,362) Denominator Weighted-average shares outstanding 106,753,838 55,911,203 162,665,041 144,277,315 3,524,303 147,801,618 Net loss per share, basic & diluted $ (0.23) $ (0.23) $ (0.23) $ (0.16) $ (0.16) $ (0.16) Anti-dilutive shares excluded from diluted calculation* 25,696,874 20,678,849 The total weighted average shares outstanding for the periods ended December 26, 2021 are considerably lower than the total shares outstanding as of December 26, 2021, due to the Business Combination that was consummated on December 15, 2021. *The impact of 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. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | January 1, December 26, Cash paid during the period for: Interest $ 44,210 $ 41,055 Income taxes, net of refunds 4,205 885 Noncash investing and financing transactions: Assets obtained in build to suit arrangement 13,601 — Capital expenditures in accounts payable 13,563 7,116 Capital lease assets obtained in exchange for capital lease liabilities — 4,970 Modifications of capital lease assets and liabilities 3,922 (2,609) Change in fair value of interest rate swap — 4,405 Issuance of warrants in Business Combination — 22,426 Issuance of earnout obligation in Business Combination — 181,113 Unsettled trade receivable, net (413) — |
Description of Business and S_4
Description of Business and Significant Accounting Policies - Narrative (Details) $ in Thousands | Jan. 01, 2023 USD ($) | Jul. 03, 2022 USD ($) |
Significant Accounting Policies (Details) [Line Items] | ||
Recapitalization exchange ratio | 24.841 | |
Cash equivalents | $ 6,758 | $ 88,067 |
Cash equivalents total | $ 79,446 | 132,236 |
Minimum | ||
Significant Accounting Policies (Details) [Line Items] | ||
Interest rate | 20% | |
Operating lease assets | $ 500,000 | |
Operating lease liabilities | $ 500,000 | |
Maximum | ||
Significant Accounting Policies (Details) [Line Items] | ||
Interest rate | 50% | |
Operating lease assets | $ 600,000 | |
Operating lease liabilities | 600,000 | |
Cash and cash equivalents | ||
Significant Accounting Policies (Details) [Line Items] | ||
Cash equivalents total | $ 15,132 | $ 8,688 |
Description of Business and S_5
Description of Business and Significant Accounting Policies - Schedule of Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 | Dec. 26, 2021 | Jun. 27, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 79,446 | $ 132,236 | ||
Restricted cash | 10,363 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 89,809 | $ 132,236 | $ 115,659 | $ 187,093 |
Description of Business and S_6
Description of Business and Significant Accounting Policies - Unrealized Gains Recognized on Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jan. 01, 2023 | Jan. 01, 2023 | |
Accounting Policies [Abstract] | ||
Unrealized gain | $ 680 | $ 625 |
Description of Business and S_7
Description of Business and Significant Accounting Policies - Reclassifications from AOCI into Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jan. 01, 2023 | Oct. 02, 2022 | Dec. 26, 2021 | Sep. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Interest expense reclassified from AOCI into net loss | $ (1,435) | $ 33,534 | $ 34,454 | $ (15,564) | ||
Reclassification out of AOCI | Accumulated gain (loss), cash flow hedge | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Interest expense reclassified from AOCI into net loss | $ 0 | $ 2,203 | $ 0 | $ 4,405 |
Revenue - Schedule of revenue d
Revenue - Schedule of revenue disaggregated by major revenue categories (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 273,385 | $ 205,190 | $ 503,645 | $ 386,168 |
Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 100% | 100% | 100% | 100% |
Bowling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 131,426 | $ 103,532 | $ 246,753 | $ 196,142 |
Bowling | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 48.10% | 50.50% | 49% | 50.80% |
Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 100,657 | $ 72,774 | $ 179,680 | $ 133,019 |
Food and beverage | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 36.80% | 35.50% | 35.70% | 34.40% |
Amusement | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 36,748 | $ 26,474 | $ 67,557 | $ 50,186 |
Amusement | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 13.40% | 12.90% | 13.40% | 13% |
Media | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 4,554 | $ 2,410 | $ 9,655 | $ 6,821 |
Media | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 1.70% | 1.10% | 1.90% | 1.80% |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands | 6 Months Ended |
Jan. 01, 2023 USD ($) center acquisition | |
Merger and Acquisitions (Details) [Line Items] | |
Number of bowling entertainment centers acquired (in centers) | center | 11 |
Business combinations | |
Merger and Acquisitions (Details) [Line Items] | |
Number of acquisitions (in acquisitions) | acquisition | 9 |
Consideration transferred | $ | $ 79,582 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of business combinations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 01, 2023 | Jul. 03, 2022 | |
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | ||
Goodwill | $ 748,594 | $ 742,669 |
Other assets | 1,160 | |
2023 business combinations | ||
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | ||
Current assets | 122 | |
Property and equipment | 69,212 | |
Capital lease asset | 1,860 | |
Identifiable intangible assets | 3,630 | |
Goodwill | 6,265 | |
Total assets acquired | 82,249 | |
Current liabilities | (807) | |
Long-term obligations under capital leases | (1,860) | |
Total liabilities assumed | (2,667) | |
Total fair value, net of cash acquired of $56 | 79,582 | |
Cash | 56 | |
Components of consideration transferred | ||
Cash | 76,877 | |
Holdback | 2,705 | |
Total consideration transferred | 79,582 | |
Transaction expenses included in “other operating expense” in the condensed consolidated statement of operations for the period ended January 1, 2023 | $ 458 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of changes in the carrying amount of goodwill (Details) $ in Thousands | 6 Months Ended |
Jan. 01, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 742,669 |
Goodwill resulting from acquisitions during fiscal year 2023 | 6,265 |
Adjustments to preliminary fair values for prior year acquisitions | (340) |
Ending balance | $ 748,594 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 42,484 | $ 39,344 |
Accumulated amortization | (29,804) | (26,380) |
Net carrying amount | 12,680 | 12,964 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 80,115 | 79,629 |
Gross carrying amount | 122,599 | 118,973 |
Net carrying amount | 92,795 | 92,593 |
Liquor licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 10,115 | 9,629 |
PBA trade name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 3,100 | 3,100 |
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 | (8,923) | (8,593) |
Net carrying amount | 977 | 1,307 |
Other acquisition trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,490 | 1,761 |
Accumulated amortization | (973) | (651) |
Net carrying amount | 1,517 | 1,110 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 23,022 | 21,112 |
Accumulated amortization | (16,213) | (13,989) |
Net carrying amount | 6,809 | 7,123 |
Management contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,800 | 1,800 |
Accumulated amortization | (1,587) | (1,443) |
Net carrying amount | 213 | 357 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,951 | 2,450 |
Accumulated amortization | (1,297) | (1,067) |
Net carrying amount | 1,654 | 1,383 |
PBA member, sponsor & media relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,400 | 1,400 |
Accumulated amortization | (572) | (504) |
Net carrying amount | 828 | 896 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 921 | 921 |
Accumulated amortization | (239) | (133) |
Net carrying amount | $ 682 | $ 788 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Finite-lived intangible asset amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,862 | $ 3,325 | $ 3,444 | $ 4,757 |
Property and Equipment - Schedu
Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,046,461 | $ 887,177 |
Accumulated depreciation | (393,614) | (352,456) |
Property and equipment, net of accumulated depreciation | 652,847 | 534,721 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 91,152 | 77,006 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 117,526 | 69,219 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 363,150 | 349,534 |
Equipment, furniture, and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 435,005 | 375,780 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 39,628 | $ 15,638 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of depreciation expense related to property and equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 21,925 | $ 18,054 | $ 42,264 | $ 34,947 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Property, Plant and Equipment [Abstract] | ||
Total assets held | $ 2,552 | $ 8,789 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jan. 01, 2023 | Jul. 03, 2022 | |
Operating Leased Assets [Line Items] | ||
Accrued rent | $ 26,967 | $ 26,417 |
Assets held under capital leases | ||
Operating Leased Assets [Line Items] | ||
Increase (decrease) in accumulated depreciation, depletion and amortization | $ 53,449 | $ 47,298 |
Leases - Summary of lease costs
Leases - Summary of lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Operating Leases | ||||
Rent expense | $ 16,436 | $ 16,654 | $ 31,226 | $ 31,939 |
Capital Leases | ||||
Interest expense | 10,480 | 9,484 | 20,841 | 18,825 |
Amortization expense | 3,142 | 3,081 | 6,237 | 6,369 |
Total capital lease cost | $ 13,622 | $ 12,565 | $ 27,078 | $ 25,194 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of accrued expenses (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Payables and Accruals [Abstract] | ||
Customer deposits | $ 22,576 | $ 10,728 |
Taxes and licenses | 11,471 | 11,568 |
Compensation | 14,230 | 15,746 |
Insurance | 5,915 | 5,229 |
Utilities | 4,243 | 4,185 |
Deferred revenue | 6,949 | 6,384 |
Deferred rent | 2,831 | 3,252 |
Professional fees | 1,891 | 3,062 |
Interest | 605 | 498 |
Other | 5,901 | 2,202 |
Total accrued expenses | $ 76,612 | $ 62,854 |
Debt - Schedule of debt structu
Debt - Schedule of debt structure (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 887,723 | $ 876,705 |
Less: | ||
Unamortized financing costs | (5,046) | (6,649) |
Current portion of unamortized financing costs | 3,323 | 3,245 |
Current maturities of long-term debt | (9,144) | (8,211) |
Long-term debt, net | 876,856 | 865,090 |
First Lien Credit Facility Term Loan | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 786,166 | $ 790,271 |
Interest rate | 7.89% | 5.17% |
Revolver (Maturing April 4, 2024 and bearing variable rate interest; 6.92% and 4.13% at January 1, 2023 and July 3, 2022, respectively) | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 86,434 | $ 86,434 |
Interest rate | 6.92% | 4.13% |
Other Equipment Loans | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 15,123 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Aug. 19, 2022 USD ($) | Dec. 17, 2021 USD ($) | Dec. 15, 2021 USD ($) | Dec. 17, 2021 | Jan. 01, 2023 USD ($) | Jul. 03, 2022 USD ($) | |
Debt [Line Items] | ||||||
Principal payments | $ 2,053 | |||||
Revolving credit facility | $ 165,000 | $ 140,000 | ||||
Maturity date of term loans | 90 days | |||||
Aggregate principal amount | $ 175,000 | |||||
Revolving increased amount | $ 25,000 | |||||
Percentage of fiscal quarter | 0.35 | |||||
Outstanding standby letters of credit | $ 10,386 | $ 10,386 | ||||
Loan payable | Equipment loan agreement | ||||||
Debt [Line Items] | ||||||
Principal amount | $ 15,350 | |||||
Monthly fixed payment | $ 153 | |||||
First Lien Credit Facility Term Loan | ||||||
Debt [Line Items] | ||||||
Interest rate | 7.89% | 5.17% | ||||
Other Equipment Loans | Equipment loan agreement | ||||||
Debt [Line Items] | ||||||
Interest rate | 6.24% | |||||
LIBOR | First Lien Credit Facility Term Loan | ||||||
Debt [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Minimum | LIBOR | First Lien Credit Facility Term Loan | ||||||
Debt [Line Items] | ||||||
Variable rate floor | 1% | |||||
Maximum | ||||||
Debt [Line Items] | ||||||
Leverage ratio | 6 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Jan. 01, 2023 | Dec. 26, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 6.50% | 23.70% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Age Discrimination Claims for 2016-2019 with EEOC | Jan. 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)
Earnouts (Details) | 6 Months Ended | |
Jan. 01, 2023 USD ($) tradingDay $ / shares shares | Jul. 03, 2022 $ / shares | |
Earnouts [Line Items] | ||
Earnout shares (in shares) | 10,375,000 | |
Common stock issued in exchange for warrants (in shares) | 475,440 | |
Fair value of earnout shares | $ | $ 123,142 | |
Earnout shares | ||
Earnouts [Line Items] | ||
Threshold trading days (in trading days) | tradingDay | 10 | |
Threshold consecutive trading days (in trading days) | tradingDay | 20 | |
Earnout liability (in shares) | 1,611,278 | |
Milestone one | ||
Earnouts [Line Items] | ||
Earnout liability (in shares) | 805,639 | |
Stock price trigger (in dollars per share) | $ / shares | $ 15 | |
Milestone two | ||
Earnouts [Line Items] | ||
Earnout liability (in shares) | 805,639 | |
Stock price trigger (in dollars per share) | $ / shares | $ 17.50 | |
Milestone three | ||
Earnouts [Line Items] | ||
Earnout liability (in shares) | 237,721 | |
Stock price trigger (in dollars per share) | $ / shares | $ 15 | |
Milestone four | ||
Earnouts [Line Items] | ||
Earnout liability (in shares) | 237,719 | |
Stock price trigger (in dollars per share) | $ / shares | $ 17.50 | |
Bowlero | ||
Earnouts [Line Items] | ||
Shares issued (in shares) | 10,375,000 | |
Class A ordinary shares | ||
Earnouts [Line Items] | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Price per unit (in dollars per share) | $ / shares | 17.50 | |
Class A ordinary shares | Bowlero | ||
Earnouts [Line Items] | ||
Price per unit (in dollars per share) | $ / shares | $ 15 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of fair value and carrying value of our debt (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Carrying value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt | $ 887,723 | $ 876,705 |
Fair value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt | $ 887,075 | $ 841,637 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of fair value measurements and hierarchy level (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Marketable securities | $ 12,125 | |
Total assets | 12,125 | |
Earnout shares | 282,557 | $ 210,952 |
Contingent consideration | 1,470 | |
Total liabilities | 282,557 | 212,422 |
Level 1 | ||
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Marketable securities | 12,125 | |
Total assets | 12,125 | |
Earnout shares | 0 | 0 |
Contingent consideration | 0 | |
Total liabilities | 0 | 0 |
Level 2 | ||
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Marketable securities | 0 | |
Total assets | 0 | |
Earnout shares | 0 | 0 |
Contingent consideration | 0 | |
Total liabilities | 0 | 0 |
Level 3 | ||
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Marketable securities | 0 | |
Total assets | 0 | |
Earnout shares | 282,557 | 210,952 |
Contingent consideration | 1,470 | |
Total liabilities | $ 282,557 | $ 212,422 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of fair value of the warrant liability is classified as Level 1 and Level 3 (Details) | Jan. 01, 2023 yr $ / shares |
Expected term in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | yr | 3.96 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | 0.60 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | 0.0411 |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | $ / shares | 13.48 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of changes in the estimated fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Changes in fair value | $ 30,776 | $ (22,542) | $ 71,536 | $ (22,542) |
Earnout | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value, beginning balance | 251,779 | 0 | 210,952 | 0 |
Issuances | 2 | 181,113 | 69 | 181,113 |
Changes in fair value | 30,776 | (22,542) | 71,536 | (22,542) |
Fair value, ending balance | $ 282,557 | $ 158,571 | $ 282,557 | $ 158,571 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 01, 2023 USD ($) class $ / shares shares | Oct. 02, 2022 USD ($) | Jan. 01, 2023 USD ($) class $ / shares shares | Jul. 03, 2022 $ / shares shares | Feb. 07, 2022 USD ($) | |
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||
Number of stock classes (in classes) | class | 3 | 3 | |||
Total authorized shares (in shares) | 2,400,000,000 | 2,400,000,000 | |||
Shares held in treasury (in shares) | 4,528,447 | 4,528,447 | 3,430,667 | ||
Dividend rate percentage | 5.50% | ||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | $ 1,000 | |||
Authorized amount | $ | $ 200,000 | ||||
Remaining balance under repurchase plan | $ | $ 146,650 | $ 146,650 | |||
Share repurchases | $ | $ 7,949 | $ 5,462 | |||
Class A common Stock | |||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued (in shares) | 109,726,094 | 109,726,094 | 110,395,630 | ||
Common stock shares outstanding (in shares) | 109,726,094 | 109,726,094 | 110,395,630 | ||
Shares subject to possible forfeiture (in shares) | 3,204,082 | 3,209,972 | |||
Shares repurchased (in shares) | 1,097,780 | ||||
Share repurchases | $ | $ 13,411 | ||||
Average purchase price (in dollars per share) | $ / shares | $ 12.22 | ||||
Class B common Stock | |||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued (in shares) | 55,911,203 | 55,911,203 | 55,911,203 | ||
Common stock shares outstanding (in shares) | 55,911,203 | 55,911,203 | 55,911,203 | ||
Series A preferred stock | |||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||
Preferred stock shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued (in shares) | 200,000 | 200,000 | 200,000 | ||
Preferred stock, shares outstanding (in shares) | 200,000 | 200,000 | 200,000 | ||
Temporary equity, accumulated dividends | $ | $ 5,665 |
Share-Based Compensation - Tota
Share-Based Compensation - Total compensation cost by plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | Jul. 03, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | $ 40,039 | $ 40,039 | $ 46,921 | ||
Stock-based compensation expense | 4,036 | $ 42,555 | 7,684 | $ 43,356 | |
Performance-based options | 2017 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0 | 24,516 | 0 | 24,516 | |
Time-based options | 2017 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0 | 151 | 0 | 952 | |
Stock options | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 32,533 | 32,533 | 37,273 | ||
Stock-based compensation expense | 2,383 | 3,608 | 4,741 | 3,608 | |
Service based RSUs | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 5,540 | 5,540 | 7,211 | ||
Stock-based compensation expense | 1,345 | 45 | 2,326 | 45 | |
Market and service based RSUs | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 1,165 | 1,165 | 1,498 | ||
Stock-based compensation expense | 148 | 0 | 289 | 0 | |
Earnout RSUs | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 801 | 801 | $ 939 | ||
Stock-based compensation expense | 50 | 7 | 95 | 7 | |
Share-based bonus | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0 | 14,228 | 0 | 14,228 | |
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 110 | $ 0 | $ 233 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Numerator | ||||
Net loss allocated to common stockholders, basic | $ (1,367) | $ (36,675) | $ (37,702) | $ (23,362) |
Net loss allocated to common stockholders, diluted | $ (1,367) | $ (36,675) | $ (37,702) | $ (23,362) |
Denominator | ||||
Weighted-average shares outstanding, basic (in shares) | 162,478,147 | 148,754,908 | 162,665,041 | 147,801,618 |
Weighted-average shares outstanding, diluted (in shares) | 162,478,147 | 148,754,908 | 162,665,041 | 147,801,618 |
Net loss per share | ||||
Net loss per share, basic (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Net loss per share, diluted (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Potentially dilutive securities excluded from diluted per share calculations (in shares) | 26,362,340 | 20,678,849 | 25,696,874 | 20,678,849 |
Class A ordinary shares | ||||
Numerator | ||||
Net loss allocated to common stockholders, basic | $ (897) | $ (34,937) | $ (24,743) | $ (22,805) |
Net loss allocated to common stockholders, diluted | $ (897) | $ (34,937) | $ (24,743) | $ (22,805) |
Denominator | ||||
Weighted-average shares outstanding, basic (in shares) | 106,566,944 | 141,706,301 | 106,753,838 | 144,277,315 |
Weighted-average shares outstanding, diluted (in shares) | 106,566,944 | 141,706,301 | 106,753,838 | 144,277,315 |
Net loss per share | ||||
Net loss per share, basic (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Net loss per share, diluted (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Class B ordinary shares | ||||
Numerator | ||||
Net loss allocated to common stockholders, basic | $ (470) | $ (1,738) | $ (12,959) | $ (557) |
Net loss allocated to common stockholders, diluted | $ (470) | $ (1,738) | $ (12,959) | $ (557) |
Denominator | ||||
Weighted-average shares outstanding, basic (in shares) | 55,911,203 | 7,048,607 | 55,911,203 | 3,524,303 |
Weighted-average shares outstanding, diluted (in shares) | 55,911,203 | 7,048,607 | 55,911,203 | 3,524,303 |
Net loss per share | ||||
Net loss per share, basic (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Net loss per share, diluted (in dollars per share) | $ (0.01) | $ (0.25) | $ (0.23) | $ (0.16) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of supplemental cash flow (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 01, 2023 | Dec. 26, 2021 | |
Cash paid during the period for: | ||
Interest | $ 44,210 | $ 41,055 |
Income taxes, net of refunds | 4,205 | 885 |
Noncash investing and financing transactions: | ||
Assets obtained in build to suit arrangement | 13,601 | 0 |
Capital expenditures in accounts payable | 13,563 | 7,116 |
Capital lease assets obtained in exchange for capital lease liabilities | 0 | 4,970 |
Modifications of capital lease assets and liabilities | 3,922 | (2,609) |
Change in fair value of interest rate swap | 0 | 4,405 |
Issuance of warrants in Business Combination | 0 | 22,426 |
Issuance of earnout obligation in Business Combination | 0 | 181,113 |
Unsettled trade receivable, net | $ (413) | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event $ in Thousands | Feb. 08, 2023 USD ($) |
First Lien Credit Facility | |
Subsequent Events (Details) [Line Items] | |
Current borrowing capacity | $ 812,850 |
Maximum borrowing capacity | 900,000 |
New Revolver | |
Subsequent Events (Details) [Line Items] | |
Current borrowing capacity | 165,000 |
Maximum borrowing capacity | $ 200,000 |