Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Aug. 30, 2023 | Jan. 01, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jul. 02, 2023 | ||
Current Fiscal Year End Date | --07-02 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 520,746 | ||
Documents Incorporated by Reference | Portions of our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III. Auditor Name: Deloitte & Touche LLP Auditor Location: Richmond, Virginia Auditor Firm ID: 34 | ||
Entity Central Index Key | 0001840572 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 100,948,208 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 60,819,437 |
Audit Information
Audit Information | 12 Months Ended |
Jul. 02, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Richmond, Virginia |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 195,633 | $ 132,236 |
Accounts and notes receivable, net of allowance for doubtful accounts of $551 and $504, respectively | 3,092 | 5,227 |
Inventories, net | 11,470 | 10,310 |
Prepaid expenses and other current assets | 18,395 | 12,732 |
Assets held-for-sale | 2,069 | 8,789 |
Total current assets | 230,659 | 169,294 |
Property and equipment, net | 697,850 | 534,721 |
Internal use software, net | 17,914 | 11,423 |
Property and equipment under capital leases, net | 0 | 262,703 |
Operating lease right of use assets, net | 449,085 | 0 |
Finance lease right of use assets, net | 515,339 | 0 |
Intangible assets, net | 90,986 | 92,593 |
Goodwill | 753,538 | 742,669 |
Deferred income tax asset | 73,807 | 0 |
Other assets | 12,096 | 41,022 |
Total assets | 2,841,274 | 1,854,425 |
Current liabilities: | ||
Accounts payable and accrued expenses | 121,226 | 101,071 |
Current maturities of long-term debt | 9,338 | 4,966 |
Current obligations of operating lease liabilities | 23,866 | 0 |
Other current liabilities | 14,281 | 13,123 |
Total current liabilities | 168,711 | 119,160 |
Long-term debt, net | 1,138,687 | 865,090 |
Long-term obligations under capital leases | 0 | 397,603 |
Long-term obligations of operating lease liabilities | 431,295 | 0 |
Long-term obligations of financing lease liabilities | 652,450 | 0 |
Earnout liability | 112,041 | 210,952 |
Other long-term liabilities | 34,380 | 54,418 |
Deferred income tax liabilities | 4,160 | 14,882 |
Total liabilities | 2,541,724 | 1,662,105 |
Commitments and Contingencies (Note 11) | ||
Temporary Equity | ||
Series A preferred stock | 144,329 | 206,002 |
Stockholders’ Equity (Deficit) | ||
Additional paid-in capital | 506,112 | 335,015 |
Treasury stock, at cost | (135,401) | (34,557) |
Accumulated deficit | (219,659) | (312,851) |
Accumulated other comprehensive income (loss) | 4,152 | (1,306) |
Total stockholders’ equity (deficit) | 155,221 | (13,682) |
Total liabilities, temporary equity and stockholders’ equity (deficit) | 2,841,274 | 1,854,425 |
Class A common stock | ||
Stockholders’ Equity (Deficit) | ||
Common stock | 11 | 11 |
Class B common stock | ||
Stockholders’ Equity (Deficit) | ||
Common stock | $ 6 | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 551 | $ 504 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 1,058,790 | $ 911,705 | $ 395,234 |
Costs of revenues | 716,384 | 609,971 | 374,255 |
Gross profit | 342,406 | 301,734 | 20,979 |
Operating (income) expenses: | |||
Selling, general and administrative expenses | 137,919 | 180,702 | 78,335 |
Asset impairment | 1,601 | 1,548 | 386 |
Gain on sale of assets | (2,240) | (4,109) | (46) |
Other operating expense | 4,326 | 6,968 | 1,131 |
Business interruption insurance recoveries | 0 | 0 | (20,188) |
Total operating expense | 141,606 | 185,109 | 59,618 |
Operating profit (loss) | 200,800 | 116,625 | (38,639) |
Other expenses: | |||
Interest expense, net | 110,851 | 94,460 | 88,857 |
Change in fair value of earnout liability | 85,352 | 25,800 | 0 |
Change in fair value of warrant liability | 0 | 26,840 | 0 |
Other expense | 6,792 | 149 | 0 |
Total other expense | 202,995 | 147,249 | 88,857 |
Loss before income tax benefit | (2,195) | (30,624) | (127,496) |
Income tax benefit | (84,243) | (690) | (1,035) |
Net income (loss) | 82,048 | (29,934) | (126,461) |
Series A preferred stock dividends | (23,831) | (10,233) | (8,015) |
Earnings allocated to Series A preferred stock | (4,881) | 0 | 0 |
Net loss attributable to common stockholders, basic | 53,336 | (40,167) | (134,476) |
Net loss attributable to common stockholders, diluted | $ 53,336 | $ (40,167) | $ (134,476) |
Net income (loss) per share attributable to Class A and B common stockholders, basic (in dollars per share) | $ 0.32 | $ (0.26) | $ (0.92) |
Net income (loss) per share attributable to Class A and B common stockholders, diluted (in dollars per share) | $ 0.30 | $ (0.26) | $ (0.92) |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in shares) | 165,508,879 | 155,837,154 | 146,848,329 |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in shares) | 175,821,396 | 155,837,154 | 146,848,329 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 82,048 | $ (29,934) | $ (126,461) |
Other comprehensive income, net of income tax: | |||
Unrealized gain (loss) on derivatives | 3,385 | 60 | (371) |
Reclassification to earnings | 0 | 8,809 | 9,002 |
Foreign currency translation adjustment | 2,073 | (771) | 977 |
Other comprehensive income | 5,458 | 8,098 | 9,608 |
Total comprehensive income (loss) | $ 87,506 | $ (21,836) | $ (116,853) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Adjustment | As previously reported | Adjustments | Treasury stock | Additional Paid-in capital | Additional Paid-in capital As previously reported | Accumulated deficit | Accumulated deficit Adjustment | 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. 28, 2020 | $ 160,601 | $ 160,601 | $ 133,147 | $ 133,147 | |||||||||||||||||||||
Beginning balance (in shares) at Jun. 28, 2020 | 51,397,025 | 2,069,000 | 49,328,025 | 2,642,587 | 106,378 | 2,536,209 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||
Accrued dividends on pre-merger Series A preferred stock | $ 8,015 | ||||||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | $ 304,226 | ||||||||||||||||||||||||
Ending balance at Jun. 27, 2021 | $ 464,827 | $ 141,162 | |||||||||||||||||||||||
Ending balance (in shares) at Jun. 27, 2021 | 51,397,025 | 2,642,587 | |||||||||||||||||||||||
Beginning balance at Jun. 28, 2020 | $ 150,064 | $ 150,064 | $ 0 | $ 271,776 | $ 271,776 | $ (102,710) | $ (102,701) | $ (9) | $ (19,012) | $ (19,012) | $ 10 | $ 1 | $ 9 | ||||||||||||
Beginning balance (in shares) at Jun. 28, 2020 | 95,451,303 | 3,842,428 | 91,608,875 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | (126,461) | (126,461) | |||||||||||||||||||||||
Foreign currency translation adjustment | 977 | 977 | |||||||||||||||||||||||
Unrealized gain (loss) on derivatives | (371) | (371) | |||||||||||||||||||||||
Reclassification to earnings | 9,002 | 9,002 | |||||||||||||||||||||||
Reclass of negative APIC to accumulated deficit | 0 | 37,301 | (37,301) | ||||||||||||||||||||||
Dividends on Series A preferred stock | (8,015) | (8,015) | |||||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | (304,226) | (304,226) | |||||||||||||||||||||||
Stock based compensation | 3,164 | 3,164 | |||||||||||||||||||||||
Ending balance (in shares) at Jun. 27, 2021 | 0 | ||||||||||||||||||||||||
Ending balance (in shares) at Jun. 27, 2021 | 95,451,303 | 0 | |||||||||||||||||||||||
Ending balance at Jun. 27, 2021 | (275,866) | $ 0 | 0 | (266,472) | (9,404) | $ 10 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||
Accrued dividends on pre-merger Series A preferred stock | $ 4,136 | ||||||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | $ 38,864 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Settlement of Series A preferred stock | $ (145,298) | ||||||||||||||||||||||||
Settlement of Series A preferred stock (in shares) | (2,642,587) | ||||||||||||||||||||||||
Conversion of Class A common stock of Old Bowlero to Series A preferred stock | $ 105,000 | ||||||||||||||||||||||||
Conversion of Class A common stock of Old Bowlero to Series A preferred stock (in shares) | 105,000 | ||||||||||||||||||||||||
Exchange of redeemable Class A common stock of Old Bowlero for Class B common stock | $ (503,691) | ||||||||||||||||||||||||
Exchange of redeemable Class A common stock of Old Bowlero for Class B common stock (in shares) | (51,397,025) | ||||||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | $ 6,002 | ||||||||||||||||||||||||
Ending balance at Jul. 03, 2022 | 206,002 | $ 0 | $ 206,002 | ||||||||||||||||||||||
Ending balance (in shares) at Jul. 03, 2022 | 0 | 200,000 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | (29,934) | (29,934) | |||||||||||||||||||||||
Foreign currency translation adjustment | (771) | (771) | |||||||||||||||||||||||
Unrealized gain (loss) on derivatives | 60 | 60 | |||||||||||||||||||||||
Reclassification to earnings | 8,809 | 8,809 | |||||||||||||||||||||||
Reclass of negative APIC to accumulated deficit | 0 | 16,445 | (16,445) | ||||||||||||||||||||||
Dividends on Series A preferred stock | (4,136) | (4,136) | |||||||||||||||||||||||
Change in fair value of redeemable Class A common stock of Old Bowlero | (38,864) | (38,864) | |||||||||||||||||||||||
Stock based compensation | 6,804 | 6,804 | |||||||||||||||||||||||
Stock based compensation (in shares) | 93,662 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||
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 | |||||||||||||||||||||||
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 | (226,000) | (225,998) | $ (2) | ||||||||||||||||||||||
Consideration paid to Old Bowlero optionholders | (15,467) | (15,467) | |||||||||||||||||||||||
Consideration to existing shareholders of Old Bowlero (in shares) | (22,599,800) | ||||||||||||||||||||||||
Exchange of redeemable Class A common stock of Old Bowlero for Class B common stock | 503,691 | 503,686 | $ 5 | ||||||||||||||||||||||
Exchange/conversion of common stock (in shares) | 51,397,025 | ||||||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | (6,002) | (6,002) | |||||||||||||||||||||||
Merger Induced Stock Based Compensation | 42,556 | 42,555 | $ 1 | ||||||||||||||||||||||
Merger induced stock based compensation (in shares) | 2,529,360 | 5,839,993 | |||||||||||||||||||||||
Repurchase of Class A common stock into Treasury stock | (34,557) | $ (34,557) | |||||||||||||||||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | 3,430,667 | (3,430,667) | |||||||||||||||||||||||
Class A common stock issued in conjunction with exercise of warrants | $ 40,186 | 40,186 | |||||||||||||||||||||||
Class A common stock issued in conjunction with exercise of warrants (in shares) | 4,266,439 | ||||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock (in shares) | 2,400,000 | (2,400,000) | |||||||||||||||||||||||
Ending balance (in shares) at Jul. 03, 2022 | 3,430,667 | 3,430,667 | |||||||||||||||||||||||
Ending balance (in shares) at Jul. 03, 2022 | 110,395,630 | 55,911,203 | 55,911,203 | ||||||||||||||||||||||
Ending balance at Jul. 03, 2022 | $ (13,682) | $ 11,144 | $ (34,557) | 335,015 | (312,851) | $ 11,144 | (1,306) | $ 11 | $ 6 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||
Settlement of Series A preferred stock | $ (67,338) | ||||||||||||||||||||||||
Settlement of Series A preferred stock (in shares) | (63,627) | ||||||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | $ 5,665 | ||||||||||||||||||||||||
Ending balance at Jul. 02, 2023 | 144,329 | $ 144,329 | |||||||||||||||||||||||
Ending balance (in shares) at Jul. 02, 2023 | 136,373 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Net income (loss) | 82,048 | 82,048 | |||||||||||||||||||||||
Foreign currency translation adjustment | 2,073 | 2,073 | |||||||||||||||||||||||
Unrealized gain (loss) on derivatives | 3,385 | 3,385 | |||||||||||||||||||||||
Reclassification to earnings | 0 | ||||||||||||||||||||||||
Dividends on Series A preferred stock | (3,969) | (3,969) | |||||||||||||||||||||||
Stock based compensation | 14,322 | 14,322 | |||||||||||||||||||||||
Stock based compensation (in shares) | 481,811 | ||||||||||||||||||||||||
Settlement of Earnout Shares | 180,656 | 180,656 | |||||||||||||||||||||||
Settlement of Earnout Shares (in shares) | 4,670,495 | 4,908,234 | |||||||||||||||||||||||
Settlement of Series A preferred stock | (14,247) | (14,247) | |||||||||||||||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | (5,665) | (5,665) | |||||||||||||||||||||||
Repurchase of Class A common stock into Treasury stock | $ (100,844) | $ (100,844) | $ (100,027) | ||||||||||||||||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | (7,881,635) | (7,881,635) | (7,881,635) | ||||||||||||||||||||||
Class A common stock issued in conjunction with exercise of warrants (in shares) | 4,266,439 | ||||||||||||||||||||||||
Ending balance (in shares) at Jul. 02, 2023 | 11,312,302 | 11,312,302 | 11,312,302 | ||||||||||||||||||||||
Ending balance (in shares) at Jul. 02, 2023 | 107,666,301 | 60,819,437 | 60,819,437 | ||||||||||||||||||||||
Ending balance at Jul. 02, 2023 | $ 155,221 | $ (135,401) | $ 506,112 | $ (219,659) | $ 4,152 | $ 11 | $ 6 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Operating activities | |||
Net income (loss) | $ 82,048 | $ (29,934) | $ (126,461) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Asset impairment | 1,601 | 1,548 | 386 |
Depreciation and amortization | 109,405 | 106,957 | 91,851 |
Gain on sale of assets, net | (2,240) | (4,109) | (46) |
Income from joint venture | (409) | (388) | (223) |
Loss on refinance of debt | 0 | 953 | 0 |
Loss on repurchase of warrants | 0 | 149 | 0 |
Amortization of deferred financing costs | 3,238 | 3,502 | 3,431 |
Non-cash interest expense on capital lease obligation | 0 | 5,098 | 6,986 |
Non-cash interest expense on finance lease obligation | 5,736 | 0 | 0 |
Non-cash operating lease expense | 30,796 | 0 | 0 |
Non-cash portion of gain on lease modification | (2,175) | 0 | 0 |
Amortization of deferred rent incentive | 0 | (281) | (1,766) |
Amortization of deferred sale lease-back gain | 0 | (1,015) | (1,204) |
Deferred income taxes | (86,478) | (6,879) | (1,418) |
Share-based compensation | 15,742 | 50,236 | 3,164 |
Distributions from joint venture | 445 | 401 | 210 |
Change in fair value of earnout liability | 85,352 | 25,800 | 0 |
Change in fair value of warrant liability | 0 | 26,840 | 0 |
Change in fair value of marketable securities | (852) | 0 | 0 |
Changes in assets and liabilities, net of business acquisitions: | |||
Accounts receivable and notes receivable, net | (561) | (1,928) | 458 |
Inventories | (1,007) | (1,925) | (137) |
Prepaid expenses, other current assets and other assets | (3,106) | (6,301) | (2,184) |
Accounts payable and accrued expenses | 3,370 | (409) | 40,073 |
Other current liabilities | (3,585) | 6,677 | 725 |
Other long-term liabilities | (19,533) | 2,678 | 44,387 |
Net cash provided by operating activities | 217,787 | 177,670 | 58,232 |
Investing activities | |||
Purchases of property and equipment | (149,331) | (162,371) | (43,137) |
Purchases of intangible assets | (206) | (2,427) | (60) |
Proceeds from sale of property and equipment | 6,931 | 17,105 | 1,273 |
Proceeds from sale of intangibles | 200 | 0 | 140 |
Purchase of marketable securities | (44,855) | 0 | 0 |
Proceeds from sale of marketable securities | 45,707 | 0 | 0 |
Acquisitions, net of cash acquired | (111,664) | (72,652) | (4,892) |
Net cash used in investing activities | (253,218) | (220,345) | (46,676) |
Financing activities | |||
Repurchase of treasury stock | (96,004) | (31,463) | 0 |
Repurchase of warrants | 0 | (5,375) | 0 |
Repurchase of Series A preferred stock - Old Bowlero | 0 | (145,298) | 0 |
Settlement of Series A preferred stock | (80,825) | 0 | 0 |
Dividends on Series A preferred stock | (3,969) | 0 | 0 |
Proceeds from issuance of Series A preferred stock | 0 | 95,000 | 0 |
Proceeds from issuance of Class A common stock to Isos investors | 0 | 94,413 | 0 |
Proceeds from share issuance | 590 | 0 | 0 |
Transaction costs related to Merger recapitalization | 0 | (20,670) | 0 |
Proceeds from PIPE Investment | 0 | 150,604 | 0 |
Proceeds from Forward Investment | 0 | 100,000 | 0 |
Payment to existing shareholders of Old Bowlero | 0 | (226,000) | 0 |
Payments for tax withholdings on share-based awards | (5,812) | (503) | 0 |
Consideration paid to existing option holders of Old Bowlero | 0 | (15,467) | 0 |
Settlement of contingent consideration | 1,000 | 0 | 0 |
Proceeds from Amendment No. 8 Term Loan and Incremental Loan | 1,150,000 | 0 | 0 |
Proceeds from Revolver draws | 100,000 | 86,434 | 0 |
Payoff of First Lien Credit Facility Term Loan | (786,166) | 0 | 0 |
Payment of long-term debt | (4,861) | (10,263) | (8,211) |
Payment on finance leases | (903) | 0 | 0 |
Proceeds from equipment loans | 15,418 | 0 | 0 |
Proceeds of Incremental Liquidity Facility | 0 | 0 | 45,000 |
Payment of Incremental Liquidity Facility | 0 | (45,000) | 0 |
Proceeds from sale-leaseback financing | 10,363 | 0 | 0 |
Payment of deferred financing costs | (13,440) | (977) | (1,984) |
Construction allowance receipts | 0 | 2,282 | 0 |
Net cash provided by (used in) financing activities | 98,957 | (12,136) | 34,805 |
Effect of exchange rates on cash | (129) | (46) | 27 |
Net increase (decrease) in cash and cash equivalents | 63,397 | (54,857) | 46,388 |
Cash and cash equivalents at beginning of period | 132,236 | 187,093 | 140,705 |
Cash and cash equivalents at end of period | 195,633 | 132,236 | 187,093 |
First Lien Revolving Credit Facility | |||
Financing activities | |||
Payment of revolver | 0 | (39,853) | 0 |
Revolver | |||
Financing activities | |||
Payment of revolver | $ (186,434) | $ 0 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Jul. 02, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Bowlero Corp., a Delaware corporation, together with its subsidiaries (collectively, the “Company”) is the world’s largest operator of bowling entertainment centers. The Company operates bowling centers under different brand names, including AMF and Bowlero. The 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. The following summarizes the Company’s centers by country and major brand as of the fiscal year ended July 2, 2023. Bowlero 203 AMF & other 119 Total centers in the United States 322 Mexico (AMF) 4 Canada (AMF and Bowlero) 2 Total 328 Segment Information The Company has one operating segment, which consists of operating a bowling entertainment business. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. Management continually assesses the Company’s operating structure, and this structure could be modified based on future circumstances and business conditions. Our CODM assesses performance based on consolidated as well as bowling center-level revenue and operating profit. The Company attributes revenue to individual countries based on the Company’s bowling center locations. The Company’s bowling centers are located in the United States, Mexico, and Canada. The Company’s revenues generated outside of the United States for fiscal years 2023, 2022 and 2021 were not material. The Company’s long-lived assets located in Mexico and Canada are not material. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 02, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation Reverse Recapitalization: On December 15, 2021, (the “Closing Date”), the Company consummated the previously announced Business Combination pursuant to the Business Combination Agreement (“Business Combination Agreement”) 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 Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization. Under this method of accounting, Isos is treated as the acquired company and Old Bowlero is treated as the acquirer for accounting and financial statement reporting purposes. Old Bowlero has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Old Bowlero’s existing stockholders have the greatest voting interest in the Company; • Old Bowlero’s existing stockholders have the ability to control decisions regarding election and removal of directors and officers of the Company; • Old Bowlero comprises the ongoing operations of the Company; • Old Bowlero’s relevant measures, such as assets, revenues, cash flows and earnings, are higher than Isos’; and • Old Bowlero’s existing senior management is the senior management of the Company. As a result of Old Bowlero being the accounting acquirer, the financial reports filed with the Securities and Exchange Commission (“SEC”) by the Company subsequent to the Business Combination are prepared as if Old Bowlero is the predecessor and legal successor to the Company. The historical operations of Old Bowlero are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Old Bowlero prior to the Business Combination, (ii) the combined results of the Old Bowlero and Isos following the Business Combination on December 15, 2021, (iii) the assets and liabilities of Old Bowlero at their historical cost and (iv) the Company’s post-merger equity structure for all periods presented. The recapitalization of the number of shares of common stock and preferred stock attributable to the purchase of Bowlero Corp. in connection with the Business Combination is reflected retroactively to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction consistent with the treatment of the transaction as a reverse recapitalization of Isos. In connection with the Business Combination, Isos changed its name to Bowlero Corp. The Company’s Class A common stock became listed on the NYSE under the symbol BOWL and warrants to purchase the Class A common stock became listed on the NYSE under the symbol BOWL.WS in lieu of the Isos ordinary shares and Isos’s warrants, respectively. Isos’ units automatically separated into the Isos ordinary shares and Isos’ warrants and ceased trading separately on the NYSE following the Closing Date. Prior to the Business Combination, Isos neither engaged in any operations nor generated any revenue. Until the Business Combination, based on Isos’ business activities, it was a shell company as defined under the Exchange Act. 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 Business Combination Agreement. 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. Fiscal Year: The Company reports on a fiscal year ending on the Sunday closest to June 30th with each quarter generally comprising thirteen weeks. Fiscal year 2023 contained fifty-two weeks and ended on July 2, 2023. Fiscal year 2022 contained fifty-three weeks and ended on July 3, 2022, and the 53rd week fell within the fourth quarter. Fiscal year 2021 contained fifty-two weeks and ended on June 27, 2021. Reclassification: Certain amounts reported within our prior year consolidated balance sheet have been reclassified to conform to current year presentation. Accounts payable and Accrued expenses were presented separately within our prior year consolidated balance sheet. Accounts payable and Accrued expenses are now presented in aggregate as Accounts payable and accrued expenses. Use of Estimates: The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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; stock 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 using the following hierarchy using the highest level possible: Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $166,510 and $88,067 at July 2, 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 $9,066 and $8,688 at July 2, 2023 and July 3, 2022, respectively. Marketable Securities: Our investments in marketable equity securities are measured at fair value with the related gains and losses, including unrealized, recognized in other expense. Accounts Receivable: The Company records accounts receivable at the invoiced amount. Accounts receivable do not bear interest unless specified in a formal agreement. An allowance for doubtful accounts is provided based on management’s best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance based on a number of factors, including historical write-off experience and its knowledge of specific customer accounts. Past-due balances meeting specific criteria are reviewed individually for collectability. The Company reviews all other balances on a pooled basis. Accounts are written off once collection efforts have been exhausted and the potential for recovery is considered remote. Actual uncollectable accounts could exceed the Company’s estimates, and changes to estimates are accounted for in the period of change. The Company does not have any off-balance sheet credit exposures to its customers. Inventories: Inventory, which includes operational items such as food and beverages, is valued at the lower of cost or net realizable value on a first-in, first-out basis. Prepaid Expenses and Other Current Assets: Prepaid expenses consists primarily of payments made for goods and services to be received in the near future. Prepaid expenses consists of prepaid rents, sales tax, insurance premiums, deposits, and other costs. Other current assets of $ 5,892 and $676 at July 2, 2023 and July 3, 2022, respectively, are included with prepaid expenses on our consolidated balance sheets. Property and Equipment: Property and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method based on the estimated useful lives of individual assets or classes of assets. Leasehold improvements are recorded at cost. Amortization of leasehold improvements is calculated principally on the straight-line method over the lesser of the estimated useful life of the leasehold improvement or the lease term. Renewal periods are included in the lease term when the renewal is determined to be reasonably assured. Internal costs, including compensation and employee benefits for employees directly associated with capital projects, are capitalized and amortized over the estimated useful life of the asset. Estimated useful lives of property and equipment are as follows: Buildings and improvements 2 – 39 years Leasehold improvements lesser of asset’s useful life or lease term (1 month– 15 years) Equipment, furniture, and fixtures 2 – 15 years Expenditures for routine maintenance and repairs that do not improve or extend the life of an asset are expensed as incurred. Improvements are capitalized and amortized over the lesser of the remaining life of the asset or, if applicable, the lease term. Upon retirement or sale of an asset, its cost and related accumulated depreciation are removed from property and equipment and any gain or loss is recognized. The Company’s policy is to capitalize interest cost incurred on debt during the construction of major projects. Interest costs are capitalizable for all assets that require a period of time to get them ready for their intended use (an acquisition period). The amount capitalized in an accounting period is determined by applying the capitalization rate to the accumulated expenditures for the asset during the period. The capitalization rate used is based on the rates applicable to borrowings outstanding during the construction period. Leases under ASC 842: The Company determines if a contract is or contains a lease at contract inception or on the modification date of an existing contract. The Company has leasing arrangements that contain both lease and non-lease components. Our lease components primarily include the building and land for bowling entertainment centers, and our non-lease components primarily include common area maintenance and utilities for these real estate leases. We account for both the lease and non-lease components as a single component for all classes of underlying assets. The Company has three master lease agreements with a single landlord covering over 200 bowling centers. Two of those master leases contain initial terms ending in 2047 with 8 renewal options for 10 years each. The third master lease contains an initial term ending in 2044 with 8 renewal options for 10 years each. The master lease agreements contain restrictions and covenants such as the following: a. Requirements to comply with certain covenants, which, if not met, would require the Company to maintain cash security or provide letters of credit in favor of the landlord in amounts up to 1 year in rent, depending on the circumstances. b. Options that allow the landlord to purchase and lease back the bowling equipment at each site in the event that certain requirements are not met c. Certain restrictions on investments, payments, and acquisitions, in the event predefined financial metrics aren’t met Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date of the lease based on the present value of the future lease payments over the remaining lease term. Only fixed lease payments are included in the lease liability. At the lease commencement, the ROU asset is measured based on the present value of the lease liability plus any initial direct costs and/or prepaid lease payments, and deducting any lease incentives. For business combinations, the right-of-use asset is adjusted based on favorability or unfavorability of acquired leases. The Company’s fixed lease payments primarily include base rent and lease incentives for tenant improvements. Our leases also include the following variable costs: common area maintenance, utilities, real estate taxes, property insurance, variable payments based on a percentage of sales or based on reaching pre-defined sales thresholds. Some leases contain lease payments that depend on indices or fair market value rent. A change in the index or fair market rent rate does not result in the remeasurement of the lease liability or ROU asset. The additional lease payments related to the index or fair market rent rate increases are recognized as variable payments in the period in which they occur. However, if we remeasure the lease payments, then we are required to remeasure the lease payments that depend on an index or a rate by using the index or fair market rent rate in effect on the remeasurement date. Outside of the master leases, the initial lease terms for our real estate leases are generally 10-15 years with renewal options for periods up to five years each. The options to extend are generally not considered reasonably certain at lease commencement, however, the Company reevaluates our leases on a regular basis to determine if recent strategic changes or capital expenditures have resulted in incentives or penalties to renew or not renew a particular lease. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. In determining the present value of lease payments, the Company utilizes its incremental borrowing rate unless the rate implicit in the lease is readily determinable. For our leases, the rate implicit in the lease is generally not available, so we use the incremental borrowing rate. The incremental borrowing rate represents the estimated interest rate for collateralized borrowings over a similar term in a similar economic environment at the commencement date or modification date for a lease. To calculate the incremental borrowing rate, the Company considers both the credit notching and recovery rate methods and makes adjustments based on benchmarking to our debt instruments. Operating lease costs are recorded as rent expense, which are primarily included within Cost of Revenues, within the Consolidated Statements of Operations and presented as operating cash outflows within the Consolidated Statements of Cash Flows. Finance lease costs are recorded as interest expense and amortization expense, which is primarily included within Costs of Revenues within the Consolidated Statements of Operations. Principal payments associated with finance leases are presented as financing cash outflows and cash payments for interest associated with finance leases are presented as operating cash outflows within our Consolidated Statements of Cash Flows. The current portion of the lease liability is equal to the amount by which the total lease liability will be reduced over the next 12 periods. The Company’s leases do not contain material residual value guarantees. Financing Obligations : When the Company enters into a contract to sell an asset and leases it back from the purchaser under a sale and leaseback transaction, we must determine whether control of the asset has transferred. In cases whereby control has not transferred, we continue to recognize the underlying asset within Property and equipment, net within the Consolidated Balance Sheets, which is then depreciated over the shorter of the remaining useful life or lease term. Additionally, a financial liability is recognized and referred to as a financing obligation and is accounted for similarly to debt or finance leases. The Company recognizes interest expense related to a financing obligation under the effective interest method. Variable payments are recorded as interest expense as incurred. Principal payments associated with financing obligations are presented as financing cash outflows and interest payments associated with financing obligations are presented as operating cash outflows within our Consolidated Statements of Cash Flows. The current portion of the liability is equal to the amount by which the total liability will be reduced over the next 12 periods. Tenant Improvement Incentives — The Company has leasehold improvement allowances of $14,254 as of July 3, 2022 from landlords recorded as liabilities in other current liabilities and other long-term liabilities and amortized as a reduction of rent expense over the life of the lease prior to the adoption of the new lease accounting standard. Effective as of the adoption date of the new lease accounting standard, the remaining balance of this liability was reclassified into the ROU asset. Internal Use Software: We capitalize qualifying software costs incurred during the “application development stage” when the preliminary project stage has been completed, management has authorized the project, and it is probable that the project will be completed. The estimated useful life of internal-use software is between three Costs related to the development or purchase of internal-use software are capitalized and depreciated over the estimated useful life of the software. Costs that are capitalized include external direct costs of materials and services to develop or obtain the software, interest, and internal costs, including compensation and employee benefits for employees directly associated with a software development project. As of July 2, 2023 and July 3, 2022, the Company has recognized internal use software, net of amortization, of $17,914 and $11,423, respectively. The following table shows amortization related to internal use software for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Amortization expense $ 3,019 $ 3,298 $ 2,400 Goodwill and Intangible Assets: Goodwill is recognized for the excess of the purchase price over the fair value of assets acquired and liabilities assumed of businesses acquired. Indefinite-lived intangible assets include liquor licenses and the Bowlero and Professional Bowlers Association (PBA) trade names. The cost of purchasing liquor licenses in quota controlled states are capitalized as indefinite lived intangible assets. Because the number of liquor licenses in a quota controlled state are based on the population count, the values ascribed to these liquor licenses are primarily dependent on the supply and demand in the particular jurisdictions in which they are issued. Liquor licenses are an intangible asset which are not assigned a useful life and not amortized. Bowlero is the corporate name of the Company and the brand name associated with many of the Company’s bowling centers. Professional Bowlers Association is the brand name of the entity owned by the Company associated with the main sanctioning body for ten-pin bowling. The fair value of the trade names stems from the customer appeal and revenue streams derived from these brands. Finite-lived intangible assets primarily include AMF and other acquired trade names, customer relationships and management contracts, which have remaining useful lives ranging from 1 to 8 years. Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are used or on a straight-line basis. Impairment of Goodwill, Intangible and Long-Lived Assets: Goodwill is tested at least annually for impairment at the reporting unit level. The Company has determined it has one reporting unit, operating a bowling entertainment business. We perform our annual impairment testing on the first day of our fiscal fourth quarter of each year. When evaluating goodwill and tradenames for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that its reporting unit or tradenames are impaired. For fiscal 2023, the Company performed a qualitative assessment of goodwill and concluded it was not more likely than not that the fair value of the reporting unit was less than its carrying value. There were no impairment charges for goodwill or indefinite-lived intangible assets, excluding liquor licenses, recorded in fiscal years 2023, 2022 and 2021. For long-lived assets (such as property and equipment, ROU assets and other definite-lived intangibles), an impairment is indicated whenever events or changes in circumstances indicate that the asset or asset group’s carrying value may not be recoverable. An asset group may not be recoverable if the total estimated undiscounted cash flows associated with the use and eventual disposition of the asset group is less than its carrying value. If the asset group isn’t recoverable and the fair value is less than its carrying value, then an impairment exists and an adjustment is made to write down the asset to its fair value. We estimated the fair value of these assets utilizing either an income approach that projects the total cash flows from use and eventual disposition of the asset group discounted using a risk adjusted discount rate, or a market based approach using orderly liquidation values or broker quotes for sale of similar properties. The following table shows recognized impairment charges related to long-lived assets and liquor license for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Impairment charges $ 1,601 $ 1,548 $ 386 Derivatives: We are exposed to interest rate risk. To manage this risk, we entered into interest rate collar derivative transactions associated with a portion of our outstanding debt. The interest rate collars, which are designated for accounting purposes as cash flow hedges, establish a cap and floor on the Secured Overnight Financing Rate (SOFR). The Company's interest rate collars expire on March 31, 2026. For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the effective portion of the gain or loss on the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Gains and losses on the financial derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The interest rate collar agreements effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to include a cap and floor, thus reducing the impact of interest rate changes on future interest expense. See Note 9 - Debt for more information. Self-Insurance Programs: The Company is self-insured for a portion of its property, general liability, workers’ compensation and certain health care exposures. We also purchase stop-loss insurance coverage through third-party insurers. The undiscounted costs of these self-insurance programs are accrued based upon estimates of settlements and costs for known and anticipated claims. For claims that exceed the deductible amount, the Company records a receivable representing expected recoveries pursuant to the stop-loss coverage and a corresponding gross liability for its legal obligation to the claimant, since the Company is not legally relieved of our obligation to the claimant. The Company recorded gross estimated liabilities of $18,050 and $15,797 at July 2, 2023 and July 3, 2022, respectively, to cover known general liability, health and workers’ compensation claims, and the estimate of claims incurred but not reported. Corresponding stop-loss receivables for expected recoveries of self-insured claims in the amounts of $4,374 and $4,414 were recorded at July 2, 2023 and July 3, 2022, respectively. The short-term portion of the self-insurance liabilities is included in accrued expenses in the accompanying consolidated balance sheets. The long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheets. The stop-loss receivable is included in other assets. Income Taxes: The Company utilizes the asset and liability approach in accounting for income taxes. We recognize income taxes in each of the jurisdictions in which we have a presence. For each jurisdiction, we estimate the amount of income taxes currently payable or receivable, as well as deferred income tax assets and liabilities. Deferred tax assets and liabilities are recorded to recognize the expected future tax benefits or costs of events that have been, or will be, reported in different years for financial statement purposes than tax purposes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these items are expected to reverse. We review our deferred tax assets to determine if it is more-likely-than-not that they will be realized. If we determine it is not more-likely-than-not that a deferred tax asset will be realized, we record a valuation allowance to reverse the previously recognized tax benefit. The Company recognizes tax benefits related to uncertain tax positions if we believe it is more likely than not the benefit will be realized. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The U.S. federal, and in general, state and local returns are open to examination for the fiscal year ended June 28, 2020 and thereafter. The net operating loss carryforwards starting from the tax year ended December 31, 2004 and certain tax years thereafter are also open to examination. Canada and Mexico income tax returns are open to examination for the tax year ending June 30, 2019 and for the local tax year ended December 31, 2018, respectively. Excise Tax: On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into Federal law. The IRA provides for, among other things, a new U.S. Federal 1% nondeductible excise tax on certain repurchases of stock by publicly-traded U.S. domestic corporations occurring after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain stock issuances against the fair market value of stock repurchases during the same taxable year, with certain exceptions. For the fiscal year ended July 2, 2023, we recognized $1,578 in excise tax related to the IRA, which was included in treasury stock due to repurchases and additional paid in capital (“APIC”) for the settlement of preferred stock for cash. Revenue Recognition: The following table presents the Company’s revenue disaggregated by major revenue categories: Fiscal Year Ended July 2, % of revenues July 3, % of revenues June 27, % of revenues Major revenue categories: Bowling $ 518,428 49 % $ 452,349 50 % $ 203,730 52 % Food and beverage 372,607 35 % 321,441 35 % 128,393 32 % Amusement and other 144,208 14 % 118,940 13 % 48,414 12 % Media 23,547 2 % 18,975 2 % 14,697 4 % Total revenues $ 1,058,790 100 % $ 911,705 100 % $ 395,234 100 % Bowling revenue — The Company recognizes revenue for providing bowling services to customers in exchange for consideration that is recognized as revenue on the day that the services are performed. Any prepayments for bowling revenue are recognized as deferred revenue and recognized when earned. Food and beverage revenue — Sales of food and beverages at our bowling centers are recognized at a point-in-time. Amusement and other revenue — Amusement and other revenue includes amounts earned through arcades and other games, as well as other revenue generating sources that contribute to the entertainment experience through events and other activities. Similar to bowling and food and beverage revenue, almost all of our revenue is earned at a point-in-time. Media revenue — The Company earns media revenue from sanctioning official PBA tournaments and licensing media content to our customers, which include television networks and multi-year contracts. The Company considers each tournament as a separate performance obligation because each tournament’s pricing is negotiated separately and represents its stand-alone selling price based on the terms of the contract and the relative nature of the services provided. Media revenue is generated through producing and licensing distribution rights to customers, which is recognized at the point-in-time the Company produces and delivers programming for a respective tournament. Tournament revenue includes sponsorships, entry and host fees. Fees received for sponsorships and tournaments are recognized as deferred revenue until the respective tournament occurs, at which point, the Company recognizes those fees as revenue. Other revenue recognition policies: The Company sells gift and game cards that do not expire. Gift and game card revenue is recognized as gift and game cards or game-play tokens are redeemed by customers. The Company accrues unearned revenue as a liability for the unredeemed tickets that may be redeemed or used in the future. Gift and game card sales are recorded as an unearned gift and game card revenue liability when sold. Unearned gift and game card revenue or deferred revenue is reported in accrued expenses in the consolidated balance sheets and is disclosed in Note 8 - Accounts Payable and Accrued Expenses . From time to time, the Company offers discount vouchers through outside vendors. Revenue for these vouchers is recognized as revenue when the voucher is redeemed by the guest or as breakage on a pro-rated basis based on historical redemption patterns. Revenue is recognized for the gross amount paid by customers for purchased vouchers. The fee paid to the outside vendors, in the form of the discount, is recognized in cost of revenues. We recognize this revenue on a gross basis, as we are responsible for providing the service desired by the customer. Costs of Revenues: The Company’s costs of revenues all relate to center operations and are comprised primarily of fixed costs that are not variable or less variable with changes in revenues, and include depreciation, amortization, property taxes, supplies, insurance, fixed rent, and utilities. Variable costs included within costs of revenues primarily comprise labor, food and beverage costs, supplies, prize funds, variable rent, tournament production expenses and amusement costs. Selling, General and Administrative Expenses (“SG&A”): SG&A expenses are comprised primarily of employee costs, media and promotional expenses, and depreciation and amortization (excluding those related to our center operations), and other miscellaneous expenses. A portion of SG&A costs are not variable in nature and do not fluctuate significantly with changes in revenue, and include such expenses as depreciation, amortization and certain compensation. Other Operating Expenses: Other operating expenses comprise various costs primarily driven by professional fees and transactional relat |
Business Combinations and Acqui
Business Combinations and Acquisitions | 12 Months Ended |
Jul. 02, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Acquisitions | Business Combinations and Acquisitions Business Combination: For accounting purposes, the Business Combination was treated as the equivalent of Bowlero Corp. issuing stock for the net assets of Isos, accompanied by a recapitalization. The following summarizes the elements of the Business Combination to the consolidated statement of cash flows, including the transaction funding, sources and uses of cash, and merger-related earnouts and warrants: Recapitalization Cash-Isos Acquisition Corporation Trust $ 254,851 Less: Isos transaction costs paid from Trust (23,869) Less: Redemptions of existing shareholders of Isos (136,569) Net cash proceeds from SPAC shareholders $ 94,413 Cash-PIPE issuance $ 150,604 Cash-Forward issuance 100,000 Net cash proceeds from SPAC shareholders 94,413 Cash-Preferred issuance 95,000 Less: Bowlero transaction costs (20,670) Total cash received, net of transaction costs 419,347 Payoff of preferred stock and accumulated dividends (145,298) Consideration to existing Bowlero shareholders (226,000) Consideration to Bowlero option holders (15,467) Total distributions (386,765) Net cash received $ 32,582 Earnout liability $ 181,113 Warrant liability 22,426 Total liabilities recognized $ 203,539 After making adjustments to the issuance of the Business Combination consideration shares, the redemption of the Isos ordinary shares, the consummation of the PIPE Offerings and the Forward Purchase Contract, the roll-over of vested options and the withholding of 1,068,884 shares for tax obligations from certain current and former employees and the conversion of common shares to preferred shares, there were 165,378,145 shares of the Common Stock issued and outstanding as of the Closing Date, of which 107,066,302 shares were Class A common stock and 58,311,203 shares were Class B common stock. There were 17,225,692 warrants outstanding as of the Closing Date. In fiscal year 2022, the Company expensed $2,956 in transaction costs for amounts allocated to that portion of the earnouts related to Bowlero rather than as an offset to equity. Acquisitions: The Company continually evaluates potential acquisitions, which can be either business combinations or asset purchases, that strategically fit within the Company’s existing portfolio of centers as a key part of the Company’s overall growth strategy in order to expand our market share in key geographic areas, and to improve our ability to leverage our fixed costs. Acquisitions that meet the definition of a business under ASC 805, “Business Combinations,” are accounted for using the acquisition method of accounting. The Company estimates the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date for business combinations and utilizes valuation specialists to assist in doing so. For business combinations, we will continue to evaluate and refine the estimates used to record the fair value of the assets acquired and liabilities assumed throughout the permitted measurement period, which may result in corresponding offsets to goodwill in future periods. We expect to finalize the valuations as soon as possible, but no later than one year from the acquisition dates. The goodwill acquired in the business combinations represents: • the value of an assembled workforce • future earnings and cash flow potential of these businesses, and • the complementary strategic fit and resulting synergies these businesses bring to existing operations From the business acquisitions during fiscal year 2023 and 2022, $11,422 and $8,097, respectively, of the goodwill recognized is deductible for tax purposes. Acquisitions that do not meet the definition of a business under ASC 805 are accounted for as an asset acquisition, using a cost accumulation model. Assets acquired and liabilities assumed are recognized at cost, which is the consideration the acquirer transfers to the seller, including direct transaction costs, on the acquisition date. The cost of the acquisition is then allocated to the assets acquired based on their relative fair values. Goodwill is not recognized in an asset acquisition. The Company’s accounting for the allocations of the purchase price for the acquisitions of bowling businesses that were treated as business combinations at the dates of the respective acquisitions is based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. 2023 Business Acquisitions: The Company acquired sixteen bowling entertainment centers in fiscal year 2023 for aggregate consideration of $111,664 . The Company’s consolidated financial statements reflect final and preliminary allocations of the purchase price of each acquisition to its assets and liabilities assumed based on respective fair values as of the date of each acquisition. The aggregate consideration of acquisitions with final purchase price allocations was $83,454 . Three business acquisitions occurred in the fourth quarter of fiscal 2023 for which only preliminary purchase allocations are available. The aggregate consideration for these acquisitions was $28,210 . The Company’s preliminary estimate of the fair value of specifically identifiable assets acquired and liabilities assumed as of the date those acquisitions is subject to change upon finalizing its valuation analysis. The remaining fair value estimates to finalize include working capital, intangibles, and property and equipment. The final determination, which is expected to be finalized in fiscal year 2024, may result in changes in the fair value of certain assets and liabilities as compared to these preliminary estimates. The following table summarizes the final and preliminary purchase price allocations for the fair values of the identifiable assets acquired, components of consideration transferred and the transactional related expenses using the acquisition method of accounting: Identifiable assets acquired and liabilities assumed Final Preliminary Total Current assets $ 122 $ 29 $ 151 Property and equipment 70,565 24,221 94,786 Operating Lease ROU 5,031 — 5,031 Finance Lease ROU 6,445 — 6,445 Identifiable intangible assets 4,680 770 5,450 Goodwill 7,901 3,308 11,209 Total assets acquired 94,744 28,328 123,072 Current liabilities (974) (118) (1,092) Operating Lease Liabilities (3,871) — (3,871) Finance Lease Liabilities (6,445) — (6,445) Total liabilities assumed (11,290) (118) (11,408) Total fair value, net of cash acquired of $81 $ 83,454 $ 28,210 $ 111,664 Components of consideration transferred Cash $ 80,339 $ 27,245 $ 107,584 Holdback 3,115 965 4,080 Total consideration transferred $ 83,454 $ 28,210 $ 111,664 Transaction expenses included in “other operating expense” in the consolidated statement of operations for fiscal year 2023 $ 571 $ 377 $ 948 2022 Business Acquisitions: The Company acquired eight bowling businesses (“2022 Business Combination”) in fiscal year 2022 for a total consideration of $72,737 . The balance sheets reflect assets acquired and liabilities assumed recorded at fair values and resulting recognition of goodwill. The following table summarizes the purchase price allocation for the fair values of the identifiable assets acquired, components of consideration transferred and the transactional related expenses using the acquisition method of accounting: Identifiable assets acquired and liabilities assumed Total Current assets $ 2,547 Property and equipment 50,011 Identifiable intangible assets 4,020 Goodwill 16,706 Total assets acquired 73,284 Current liabilities (547) Total liabilities assumed (547) Total fair value, net of cash acquired of $49 $ 72,737 Components of consideration transferred Cash $ 69,259 Holdback 2,008 Contingent consideration 1,470 Total $ 72,737 Transaction expenses included in "other operating expense" in the consolidated statement of operations for fiscal year 2022 $ 1,121 2022 Asset Acquisitions: The following table summarizes the application of the cost accumulation model to acquired bowling centers treated as asset acquisitions: Identifiable assets acquired and liabilities assumed Bowl America Other Asset Acquisition Total Current assets $ 2,949 $ 5 $ 2,954 Property and equipment 40,121 8,564 48,685 Identifiable intangible assets 1,099 1,136 2,235 Assets held for sale 10,985 — 10,985 Current liabilities (1,426) (81) (1,507) Deferred tax liability (9,107) — (9,107) Total consideration transferred $ 44,621 $ 9,624 $ 54,245 The following summarizes key valuation approaches and assumptions utilized in calculating the fair values for Business Combinations and Asset Acquisitions, which are accounted for under the acquisition method of accounting and cost accumulation model, respectively: Property and equipment — Buildings, improvements, and equipment are valued using the cost approach and land is valued at its highest and best use by the market or sales comparison approach. The fair value of tangible personal property was determined primarily using variations of the cost approach. Certain assets with an active secondary market were valued using the market approach. The current use of certain nonfinancial assets acquired differed from their highest and best use, due to local market conditions, the value of the land exceeding the combined fair values of the land and building, and zoning and commercial viability of the surrounding area. The valuation inputs used to determine the fair value of the land and building are based on level 3 inputs, including discount rates, sales projections, and future cash flows. Assets held for sale — We utilize a valuation specialist to assist with our determination of the assets held for sale estimated fair value less costs to sell, using a market approach. These inputs are classified as level 2 fair value measurements. Intangible assets — We acquired intangible assets including trade names, non-competition agreements, customer relationships, and liquor licenses. – Trade names: Trade names are recognized during Business Combinations and Asset Acquisitions using the relief-from-royalty method, which is considered a Level 3 fair value measurement due to the use of unobservable inputs. Significant assumptions used in the calculation include: revenue projections, a royalty rate based on qualitative factors and the market-derived royalty rates, discount rate based on the Company’s weighted average cost of capital (WACC) adjusted for risks commonly inherent in trade names. – Non-Competition: Non-compete agreements are recognized during Business Combinations and Asset Acquisitions. The Company records the fair value of non-competition agreements using the differential discounted cash flow method income approach, a Level 3 fair value measurement due to the use of unobservable inputs. Significant assumptions used in the fair value calculations for non-competition agreements include: potential competitor impact on revenue and expense projections, discount rate based on the Company’s WACC adjusted for risks commonly inherent in intangible assets, specifically non-compete agreements. – Customer relationships: The Company records customer relationships for bowling leagues for Business Combinations and Asset Acquisitions based on the fair value of relationships using the excess earnings income approach and discounted cash flow method, which are considered Level 3 fair value measurements due to the use of unobservable inputs. Significant assumptions used in the fair value calculations for relationships include: revenue and expense projections, customer retention rate for leagues, discount rate based on the Company’s WACC adjusted for risks inherent in intangible assets, specifically customer relationships and the remaining useful life. – Liquor licenses: The Company records the fair value of brokered liquor licenses acquired in Business Combinations and Asset Acquisitions using the market approach. Significant assumptions used in the calculation include approximation based on recent sales of liquor licenses in the respective jurisdictions and assignment of an indefinite useful life as licenses do not expire and can be sold to third parties. Contingent Consideration — A business combination during fiscal year 2022 included $1,470 of contingent consideration. The contingency depends on approvals by the local township that requires us to transfer real property in the event of certain decisions being made. During the fiscal year ended July 2, 2023, we settled the contingent consideration for $1,000. The contingent consideration was classified as level 3 on the fair value hierarchy. Deferred Tax Liability – Since the Bowl America acquisition was a non-taxable stock acquisition, the Company recorded deferred tax liabilities for the difference between the tax carryover basis and the book value of the opening balances, which were recorded and allocated based on fair values to the respective assets acquired. Notable 2024 Acquisition Agreement : In May 2023, the Company entered into a definitive agreement to acquire substantially all of the assets of Lucky Strike Entertainment, LLC (“Lucky Strike”) in an all-cash transaction valued at approximately $90,000 that is expected to close in fiscal year 2024. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jul. 02, 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 fiscal years ended July 2, 2023 and July 3, 2022: Balance as of June 27, 2021 $ 726,156 Goodwill resulting from acquisitions during fiscal year 2022 16,706 Adjustments to preliminary fair values for prior year acquisitions (193) Balance as of July 3, 2022 742,669 Goodwill resulting from acquisitions during fiscal year 2023 11,209 Adjustments to preliminary fair values for prior year acquisitions (340) Balance as of July 2, 2023 $ 753,538 Intangible Assets: July 2, 2023 July 3, 2022 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Finite-lived intangible assets: AMF trade name 1 $ 9,900 $ (9,253) $ 647 2 $ 9,900 $ (8,593) $ 1,307 Bowlmor trade name 0 6,500 (6,500) — 0 6,500 (6,500) — Other acquisition trade names 3 2,630 (1,423) 1,207 4 1,761 (651) 1,110 Customer relationships 2 23,712 (18,755) 4,957 2 21,112 (13,989) 7,123 Management contracts 2 1,800 (1,726) 74 2 1,800 (1,443) 357 Non-compete agreements 4 3,211 (1,572) 1,639 2 2,450 (1,067) 1,383 PBA member, sponsor & media relationships 7 1,400 (627) 773 8 1,400 (504) 896 Other intangible assets 3 921 (377) 544 4 921 (133) 788 3 50,074 (40,233) 9,841 4 45,844 (32,880) 12,964 Indefinite-lived intangible assets: Liquor licenses 11,145 — 11,145 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 81,145 — 81,145 79,629 — 79,629 $ 131,219 $ (40,233) $ 90,986 $ 125,473 $ (32,880) $ 92,593 The following table shows amortization expense for finite-lived intangible assets for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Amortization expense $ 7,354 $ 9,461 $ 6,030 The estimated aggregate amortization expense for finite-lived intangibles included in intangible assets in our consolidated Balance Sheet for the next five fiscal years is as follows: 2024 2025 2026 2027 2028 Thereafter Amortization expense $ 6,040 $ 1,607 $ 999 $ 602 $ 293 $ 300 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 02, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of July 2, 2023 and July 3, 2022, property and equipment consists of: July 2, 2023 July 3, 2022 Land $ 98,896 $ 77,006 Buildings and improvements 139,402 69,219 Leasehold improvements 383,444 349,534 Equipment, furniture, and fixtures 472,146 375,780 Construction in progress 43,271 15,638 1,137,159 887,177 Accumulated depreciation (439,309) (352,456) Property and equipment, net of accumulated depreciation $ 697,850 $ 534,721 The following table shows depreciation expense related to property and equipment for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Depreciation expense $ 89,558 $ 77,471 $ 67,934 Assets held for sale: |
Leases
Leases | 12 Months Ended |
Jul. 02, 2023 | |
Leases [Abstract] | |
Leases | Leases Disclosures under the New Lease Accounting Standard: As described in Note 2 - Significant Accounting Policies , the Company adopted the new leasing standard, ASC 842 on July 4, 2022 using the modified retrospective method. As a result of the method used, the Company’s comparative financial information as for the years ended July 3, 2022 and June 27, 2021 or as of July 3, 2022 has not been restated and continues to be reported under ASC 840, the lease accounting standard in effect for those periods. Master Lease Modifications In October 2022, the Company had a modification event that impacted two of our master leases. This modification event was due to the termination of a lease component and change in consideration in the contract. As a result, we removed a lease component with an immaterial gain on termination, reassessed classification of the remaining lease components, and remeasured the lease liability with a corresponding adjustment to the right-of-use asset for the remaining lease components. We reassessed the economic factors supporting the lease term assessment, and concluded it was reasonably certain we will exercise one of the remaining eight renewal options for all of the assets included within the two master leases, thereby extending the lease term for accounting purposes from 2047 to 2057. Using the updated lease term, we remeasured the lease liability and recorded a corresponding adjustment to the right of use asset. The lease liability was adjusted by $102,321 with a corresponding adjustment to the right-of-use assets. As a result of reassessing classification and increasing our assessment of the lease term, it resulted in certain lease components (primarily land) switching classification from operating to finance. Substantially all of the building components remained classified as finance leases. In total, $33,135 of right-of-use assets changed from operating to finance and $31,413 lease liabilities changed from operating to finance. In December 2022, we executed a sale-leaseback with our master lease landlord by adding two bowling entertainment centers into the master leases and adjusted the consideration in the contract. The modification was not accounted for as a separate contract. We concluded the sale-leaseback was not a sale as control of the underlying assets was not transferred from the Company, and therefore, we recognized a financing obligation of $10,363. For the other lease components impacted by the modification, we remeasured the lease liability and recorded a corresponding adjustment to the right of use asset. In total, the lease liability was adjusted by $5,403 with a corresponding adjustment to the right-of-use assets. In February 2023, we obtained a rent reduction from our master lease landlord for two of our master leases, which resulted in a modification event due to a change in the consideration in the contract. We remeasured the lease liability and recorded a corresponding adjustment to the right of use asset. In total, the lease liability was adjusted by $40,764 with a corresponding adjustment to the right-of-use assets. This modification event resulted in certain lease components (primarily land) switching classification from operating to finance, which was primarily due to updating our estimate of the IBR as of the modification date. In total, $28,609 of right-of-use assets changed from operating to finance and $27,206 lease liabilities changed from operating to finance. Due to constructing significant capital improvements at several bowling centers within our third master lease, the Company had a reassessment event which resulted in updating our assessment of the lease term. We concluded it is reasonably certain that we will exercise one of the remaining eight renewal options for substantially all the assets included in the master lease, thereby extending the lease term for accounting purposes from 2044 to 2054. Using an updated lease term, we remeasured the lease liability and recorded a corresponding adjustment to the right- of-use asset. In total, the lease liability was adjusted by $76,561 with a corresponding adjustment to the right-of-use assets. As a result of reassessing classification and increasing our assessment of the lease term, it resulted in certain lease components (primarily land) switching classification from operating to finance. Substantially all of the building components remained classified as finance leases. In total, $63,652 of right-of-use assets changed from operating to finance and $63,634 lease liabilities changed from operating to finance. Other Modification Events For our non-master leases, there was a resolution of a contingency whereby previously variable rent for a real estate lease became fixed. This was due to the activation of a minimum annual guarantee clause and rent floors in future periods that fixed previously variable lease payments. We concluded that this event resulted in a remeasurement of the operating lease liability, with a corresponding decrease to our lease liability and right-of-use asset of $21,475. The following table summarizes the components of the net lease cost for the fiscal year ended July 2, 2023: Lease Costs: Location on Consolidated Statements of Operations July 2, 2023 Operating Lease Costs: Operating lease costs associated with master leases (1) Primarily cost of revenues $ 21,357 Operating lease costs associated with non-master leases (2) Primarily cost of revenues 41,057 Gains from modifications to operating leases Other operating expense (871) Finance Lease Costs: Amortization of right-of-use assets Primarily cost of revenues 12,743 Interest on lease liabilities Interest expense, net 42,378 Gains from modifications to finance leases Primarily cost of revenues (3,320) Financing Obligation Costs: Interest expense Interest expense, net 223 Gains from modifications to financial liabilities Interest expense, net (1,309) Variable lease cost (3) Primarily cost of revenues 59,315 Short-term lease cost (4) Cost of revenues; SG&A 643 Sublease income Revenues (5,116) Total net lease costs $ 167,100 (1) As a result of the modification events described above for our master leases, previous rent expense associated with the land components is now being recorded as interest and amortization expense for finance leases. (2) This excludes fixed lease costs associated with our master leases (3) This includes variable leases costs such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent (4) Sublease income primarily represents short-term leases with pro-shops and various retail tenants Supplemental cash flow information related to leases for the year ended July 2, 2023: July 2, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows paid for operating leases $ 52,605 Operating cash flows paid for interest portion of finance leases 36,509 Financing cash flows paid for principal portion of finance leases 892 Operating cash flows paid for interest portion of financing obligations 223 Financing cash flows paid for principal portion of finance obligations 11 Other: Operating cash inflows from landlord contributions 490 Purchases of operating lease assets 755 Lease liabilities arising from ROU assets: (1) Operating leases 591,333 Finance leases 656,000 (1) The change in lease assets is substantially the same as the change in lease liabilities. Supplemental balance sheet information related to leases as of July 2, 2023: Balance Sheet Location July 2, 2023 Operating leases: ROU Assets, net Operating lease ROU assets, net $ 449,085 Lease liabilities, Short-term Operating lease liabilities, ST 23,866 Lease liabilities, Long-term Operating lease liabilities, LT 431,295 Finance leases: ROU Assets, net Finance lease ROU assets, net 515,339 Lease liabilities, Short-term Other current liabilities 3,296 Lease liabilities, Long-term Finance lease liabilities, LT 652,450 Financing Obligations: Financing obligation, long-term Other long-term liabilities 9,005 The following table summarizes the weighted average remaining lease term and weighted average remaining discount rate for operating and finance leases as of July 2, 2023: Weighted average remaining lease terms in years July 2, 2023 Operating leases 20.38 Finance leases 32.24 Financing obligations 33.91 Weighted average discount rate Operating leases 7.35 Finance leases 7.54 Financing obligations 4.84 The following table summarizes the maturity of our operating leases, finance leases, and financing obligations as of July 2, 2023: Operating leases Finance leases Financing obligations 2024 $ 46,896 $ 45,696 $ 411 2025 55,343 46,979 381 2026 51,890 43,148 320 2027 51,492 44,936 344 2028 52,822 49,637 386 Thereafter: 690,973 1,652,345 22,712 Total lease payments 949,416 1,882,741 24,554 Less: imputed interest (494,255) (1,226,995) (15,549) Present value of lease liability: 455,161 655,746 9,005 Less: Short-term lease liability (23,866) (3,296) — Long-term lease liability $ 431,295 $ 652,450 $ 9,005 Leases that have yet to commence The Company has leases with build-out provisions for which the Company is generally not deemed to control the asset under construction. Therefore, the Company will determine the lease classification upon lease commencement. Our future lease obligations for these are $33,223. Disclosures under the previous Lease Accounting Standard ASC 840: Operating Leases: We recorded accrued rent of $26,417 within other current liabilities and other long-term liabilities on the consolidated balance sheets as of July 3, 2022. In addition to previously received rent concessions, in response to the economic effects of the COVID-19 pandemic, in March 2022, the Company received a rent concession related to an operating lease in the form of a rent abatement retroactive to April 1, 2020 for amounts which had been previously recognized as rent expense. We elected to not account for this concession as a modification in accordance with the relief provided by the FASB staff. As a result, we recognized rent abatements of $7,470 ($5,603 allocated to cost of revenues and $1,867 allocated to selling, general and administrative expenses) as a reduction of rent expense during fiscal year 2022. Capital Leases: We had $47,298 in accumulated amortization on property and equipment under capital leases as of July 3, 2022. The following table summarizes the Company’s costs for operating and capital leases for the fiscal year ended, July 3, 2022: July 3, 2022 June 27, 2021 Operating Leases Rent expense $ 55,189 $ 58,114 Capital Leases Interest expense $ 39,514 $ 35,599 Amortization expense 12,940 12,870 Total capital lease cost $ 52,454 $ 48,469 Under the previous lease accounting guidance, maturities of operating and capital lease liabilities were as follows as of July 3, 2022: Operating leases Capital leases 2023 $ 49,783 $ 41,261 2024 46,800 42,524 2025 50,345 42,551 2026 47,767 37,426 2027 48,269 39,989 Thereafter 525,028 995,185 Total rent payments $ 767,992 1,198,936 Less: Imputed interest payments for capital leases (798,306) Present value of capital lease obligation $ 400,630 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Jul. 02, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The table below presents supplemental cash flow information for each reporting period: Fiscal Year Ended July 2, July 3, June 27, Cash paid during the period for: Interest $ 104,167 $ 88,292 $ 81,685 Income taxes, net of refunds 6,640 3,898 818 Noncash investing and financing transactions: Settlement of earnout obligation 184,437 — — Capital expenditures in accounts payable 24,937 8,895 4,193 Change in fair value of interest rate swap and collars 4,608 8,869 8,631 Unsettled treasury stock trade payable 7,118 3,094 — Accrual of paid-in-kind dividends on Series A preferred stock 5,665 6,002 — Excise tax liability accrued on stock repurchases 1,578 — — Capital lease assets obtained in exchange for capital lease liabilities — 7,463 5,401 Modifications of capital lease assets and liabilities — (15,001) 6,971 Issuance of warrants in Business Combination — 22,426 — Issuance of earnout obligation in Business Combination — 181,113 — Warrant redemption — (40,156) — See Note 6 - Leases for supplementary information relating to leasing transactions for Fiscal Year 2023. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Jul. 02, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses As of July 2, 2023 and July 3, 2022, accounts payable and accrued expenses consist of: July 2, 2023 July 3, 2022 Accounts payable $ 53,513 $ 38,217 Compensation 14,670 15,746 Taxes and licenses 13,076 11,568 Customer deposits 12,703 10,728 Deferred revenue 7,144 6,384 Insurance 6,168 5,229 Utilities 4,607 4,185 Professional fees 4,307 3,062 Interest 904 498 Deferred rent 96 3,252 Other 4,038 2,202 Total accounts payable and accrued expenses $ 121,226 $ 101,071 |
Debt
Debt | 12 Months Ended |
Jul. 02, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the Company’s debt structure as of July 2, 2023 and July 3, 2022: July 2, July 3, Amendment No. 8 Term Loan and Incremental Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.65% at July 2, 2023) $ 1,150,000 $ — First Lien Credit Facility Term Loan (Maturing July 3, 2024 and bore variable rate interest of 5.17% at July 3, 2022 — 790,271 Revolver (Maturing December 15, 2026 and bearing variable rate interest; 4.13% at July 3, 2022) — 86,434 Other Equipment Loans 14,662 — 1,164,662 876,705 Less: Unamortized financing costs (16,637) (6,649) Current portion of unamortized financing costs 3,123 3,245 Current maturities of long-term debt (12,461) (8,211) Total long-term debt $ 1,138,687 $ 865,090 As of July 2, 2023, minimum repayments of debt by fiscal year were as follows: 2024 $ 12,457 2025 12,520 2026 12,585 2027 12,655 2028 1,105,221 Thereafter 9,224 $ 1,164,662 First Lien Credit Facility Term Loan: The First Lien Credit Facility Term Loan was repaid on a quarterly basis in principal payments of $2,053. The First Lien Credit Facility Term Loan bore interest at a rate per annum equal to LIBOR plus 3.50%. Interest on First Lien Credit Facility Term Loan was due quarterly. Amendment No. 8 Term Loan and Incremental Term Loan: On February 8, 2023, the Company entered into an Eighth Amendment (the “Eighth Amendment”) to the First Lien Credit Agreement. The Eighth Amendment provided for a new $900,000 term loan maturing on February 8, 2028 (the “Amendment No. 8 Term Loan”). Proceeds of the Amendment No. 8 Term Loan were used to refinance the existing First Lien Credit Facility Term Loan, to repay all amounts outstanding on the Revolver, and for general corporate purposes. The Company accounted for this transaction as a debt modification, which was not substantial. Therefore, the Company did not incur any gain or loss relating to the modification. The Amendment No. 8 Term Loan is repaid on a quarterly basis in principal payments of $2,250 beginning on September 29, 2023. The Amendment No. 8 Term Loan bears interest at a rate per annum equal to the Adjusted Term SOFR plus 3.50%. Interest on the Amendment No. 8 Term Loan is due on the last day of the interest period. The interest period, as agreed upon between the Company and its lender, can be either one three On June 13, 2023, the Company entered into a Ninth Amendment (the “Ninth Amendment”) to the First Lien Credit Agreement. The Ninth Amendment provided for an incremental term loan in the amount of $250,000 (the “Incremental Term Loan”) to the Amendment No. 8 Term Loan for an aggregate principal amount of $1,150,000. In addition, the Ninth Amendment increased the Amendment No. 8 Term Loan quarterly principal payments beginning on September 29, 2023 from $2,250 to $2,875. Proceeds of the Incremental Term Loan were used to repay all amounts outstanding on the Revolver and for general corporate purposes. The Company accounted for this transaction as a debt modification, which was not substantial. Therefore, the Company did not incur any gain or loss relating to the modification. Revolver: Under the First Lien Credit Agreement, the Company has access to a senior secured revolving credit facility (the “Revolver”). The outstanding balance on the Revolver is due on December 15, 2026. Interest on borrowings under the Revolver is based on the Adjusted Term SOFR. In connection with the Company entering into the Eighth Amendment, the Revolver commitment was increased by $35,000 to an aggregate amount of $200,000, and the amount outstanding as of the Eighth Amendment date of $186,434 was repaid. In connection with the Company entering into the Ninth Amendment, the Revolver commitment was increased by $35,000 to an aggregate amount of $235,000, and the amount outstanding as of the Ninth Amendment date of $100,000 was repaid. As of July 2, 2023, no amounts are drawn on the Revolver. First Lien Credit Agreement Covenants: Obligations owed under the First Lien Credit Agreement are secured by a first priority security interest on substantially all assets of Bowlero Corp. and the guarantor subsidiaries. The First Lien Credit Agreement contains customary events of default, restrictions on indebtedness, liens, investments, asset dispositions, dividends and affirmative and negative covenants. The Company is subject to a financial covenant requiring that the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement) not exceed 6.00:1.00 as of the end of any fiscal quarter if amounts outstanding on the Revolver exceed an amount equal to 35% of the aggregate Revolver commitment (subject to certain exclusions) at the end of such fiscal quarter. In addition, payment of borrowings under the Revolver may be accelerated if there is an event of default, and Bowlero would no longer be permitted to borrow additional funds under the Revolver while a default or event of default were outstanding. Letters of Credit: Outstanding standby letters of credit as of July 2, 2023 and July 3, 2022 totaled $10,386 and 9,136, respectively, 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. Covenant Compliance: The Company was in compliance with all debt covenants as of July 2, 2023. Interest rate collars: The Company entered into two interest rate collars effective as of March 31, 2023 for an aggregate notional amount of our Amendment No. 8 Term Loan of $800,000. The collar hedging strategy stabilizes interest rate fluctuations by setting both a floor and a cap. The hedge transactions have a trade and hedge designation date of April 4, 2023. The hedge transactions, each for a notional amount of $400,000, provide for interest rate collars. The interest rate collars establish a floor on SOFR of 0.9429% and 0.9355%, respectively, and a cap on SOFR of 5.50%. The interest rate collars have a maturity date of March 31, 2026. The fair value of the collar agreements as of July 2, 2023 was an asset of $4,608, and is included within other current assets and other assets in the consolidated balance sheet. Since SOFR was within the collar cap and floor rates, there was no interest impact for the fiscal year ended July 2, 2023. The reclassifications from accumulated other comprehensive income (“AOCI”) into income for the interest rate swap and cap agreements which expired in fiscal year 2022 were as follows for each reporting period: July 2, July 3, June 27, Interest expense reclassified from AOCI into net loss $ — $ 8,809 $ 9,002 For our previously entered into swaps and caps that have expired, the fair value of the hedging transactions excluded accrued interest and took into consideration current interest rates and current likelihood of the counterparties’ compliance with its contractual obligations. There were no income taxes related to the amounts recorded to AOCI in prior years due to tax credits and the full valuation allowance on deferred taxes. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Total loss before income taxes consists of: Fiscal Year Ended July 2, July 3, June 27, Loss before tax: U.S. $ (7,054) $ (31,388) $ (123,360) Foreign 4,859 764 (4,136) Total loss before tax $ (2,195) $ (30,624) $ (127,496) Income tax benefit consists of the following: Fiscal Year Ended July 2, July 3, June 27, Current income tax provision: Federal $ (1,772) $ 2,481 $ — State and local 3,694 3,601 505 Foreign 313 107 (122) Total current provision 2,235 6,189 383 Deferred income tax provision: Federal (67,871) (6,307) 9 State and local (18,007) (895) (1,707) Foreign (600) 323 280 Total deferred provision (86,478) (6,879) (1,418) Total income tax benefit $ (84,243) $ (690) $ (1,035) The provision for income taxes differs from the amount computed by applying the statutory rate to the loss before income taxes primarily due to the changes in the valuation allowance, state and local taxes and for 2022, items associated with the Business Combination and asset acquisitions and other differences. Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Federal statutory rate $ (459) $ (6,431) $ (26,774) State and local tax net of federal benefit 3,212 6,675 (6,190) Deferred tax asset valuation allowance (135,061) (29,901) 34,060 Business Combination and asset acquisition items, including earnouts 17,924 10,800 — Compensation limited by section 162(m) of the Internal Revenue Code 2,826 17,590 — Uncertain tax positions (27) 1 2 Foreign tax rate difference 369 65 (1,251) Tax credit impact (7,708) — — Write-off of NOL generally due to S382 limitations 41,901 — — NOL and S163(J) increase due to change in estimate (8,221) — — Other 1,001 511 (882) Effective tax rate $ (84,243) $ (690) $ (1,035) The Company’s effective tax rate was impacted by the $135,061 release of the valuation allowances due to the Company’s review of all positive and negative evidence regarding the realization of deferred tax assets. The effective tax rate was favorably impacted by the realization and availability of federal income tax credits totaling approximately $7,708, of which $2,274 relate to fiscal 2023 and the remainder of the credits dating back to fiscal year 2019. These credits were identified in the current year as the Company developed an appropriate data retrieval process for the current and open tax years. Also, favorably impacting the effective tax rate was a change of estimate on the Company’s filed federal income tax return which increased the Company’s NOL and interest carryforward attributes by a net $8,221 tax benefit. The Company’s effective tax rate was increased by disallowed expenses associated with the earn out expense, S162(m) limitations, the write off of tax losses expected to expire due to Section 382 limitations, state and foreign income tax expenses and other items. As of July 2, 2023, the Company had a net consolidated income tax receivable of $2,507 reflected in other current assets and a current consolidated income tax payable of $267 reflected in other current liabilities. As of July 3, 2022, the Company had a net consolidated income tax receivable of $147 reflected in other current assets, a current consolidated income tax payable of $2,417 reflected in other current liabilities and a non-current consolidated income tax payable of $27 reflected in other long-term liabilities. The tax effects of temporary differences and carryforwards that give rise to significant components of deferred income tax assets and liabilities consist of: July 2, 2023 July 3, 2022 Deferred income tax assets: Reserves not currently deductible $ 9,227 $ 21,961 Finance lease liability 40,527 105,157 Net operating loss, interest, and tax credit carryforwards 47,945 109,504 Subtotal 97,699 236,622 Less: Valuation allowance 884 138,605 Total net deferred income tax assets 96,815 98,017 Deferred income tax liabilities: Property and equipment 8,405 83,994 Favorable and unfavorable leases 195 7,827 Goodwill and intangibles 18,568 21,078 Total deferred income tax liabilities 27,168 112,899 Net deferred income tax asset (liabilities) $ 69,647 $ (14,882) As of July 2, 2023, the Company has U.S. tax credit carryforwards of $6,205, U.S. federal net operating loss carryforwards (NOLs) of $143,277, and interest carryforward of $36,203. As of July 3, 2022, the Company has U.S. tax credit carryforwards of $209, federal NOLs of $460,572, and interest carryforward of $20,825. The majority of the tax credits were generated in tax years ending June 30, 2019 and thereafter with remaining credits generated in the July 1, 2007 and June 29, 2008 tax years. The credits have a 20-year federal carryover period and will begin to expire starting in the fiscal year ending 2027. Certain NOL carryforwards will begin to expire in 2023. The interest carryforward and $35,653 of NOL carryforwards do not expire. Realization of deferred tax assets associated with deductible temporary differences, net operating losses and other carryforwards is dependent on generating sufficient future taxable income. Under Sections 382 and 383 of the Code, the Company’s federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of the Company’s stock. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or group of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three year period. The Company’s ability to utilize certain net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes. Similar rules may apply under state laws. It is currently estimated that $36,745 of the Company’s NOLs are subject to limitation due to the changes in ownership that occurred in 2004. During 2023, the Company expensed $208,697 of tax losses that will expire unused due to the 2004 ownership change limitation, even if there is sufficient taxable income to absorb such NOLs. These losses were offset by valuation allowances in previous years. The Company has not experienced an ownership change, as defined under Sections 382 and 383, since July 2017. The Company regularly evaluates the realization of our net deferred tax assets. During the most recent quarterly period ending July 2, 2023, the Company released $135,061 of valuation allowances in several jurisdictions based on reviews of all positive and negative evidence. In particular, the Company has experienced additional positive evidence of recent improved profitability to reach a conclusion on a more likely than not basis that the deferred tax assets could be realized and that certain valuation allowances are no longer required. The valuation allowances were further reduced by a net of $2,660 due to the OCI impact on the implementation of FAS 842 and foreign exchange/other adjustments, respectively. The remaining valuation allowance of $884 as of July 2, 2023 is attributed to certain state tax losses that are limited and federal tax credits nearing their expiration date. A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows: July 2, 2023 July 3, 2022 June 27, Balance at beginning of year $ 27 $ 26 $ 22 Additions for tax positions of prior years — 1 4 Reductions for tax positions of prior years (27) — — Balance at end of year $ — $ 27 $ 26 The amount of unrecognized tax benefits that impacted the effective tax rate at July 2, 2023 was $27. As of July 2, 2023 and July 3, 2022, the Company had not recorded an income tax liability on certain undistributed earnings of its foreign subsidiaries. It is expected that these earnings will be permanently reinvested in the operations within the respective country. The Company has not calculated the deferred tax liability that would come due if the earnings were distributed to the U.S., which the Company believes that any deferred tax liability recognized would not be material. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 02, 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. |
Warrants
Warrants | 12 Months Ended |
Jul. 02, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Warrant activity from the Closing Date to July 3, 2022 is as follows: Warrants outstanding at Closing Date Repurchased Exercised (a) Redeemed Warrants outstanding at July 3, 2022 Publicly traded warrants 11,827,864 (2,690,272) (9,128,891) (8,701) — Private placement warrants 3,778,480 — (3,778,480) — — Unvested private placement warrants 1,619,348 — (1,619,348) — — Total 17,225,692 (2,690,272) (14,526,719) (8,701) — _____________ a - As a result of exercising the warrants, 4,266,439 shares of Class A common stock were issued, of which 475,440 shares that were issued in exchange for unvested private placement warrants are subject to additional earnout provisions. Please refer to Note 13 - Earnouts for more details on the additional Earnout Shares. Redemption and Retirement of Public and Private Placement Warrants : On April 14, 2022, the Company announced that it would redeem all of its outstanding publicly traded and privately held warrants to purchase shares of its Class A common stock as of May 16, 2022 (the “Redemption Date”) for a redemption price of $0.10 per warrant (the “Redemption Price”). After the announcement and prior to the Redemption Date, holders of the warrants could choose to elect to exercise their warrants on a “cashless basis” by receiving a number of shares of Class A common stock based on the volume weighted average price of the Class A common stock for the ten trading days immediately following on the third trading day prior to the date on which notice of redemption was delivered to holders (the “Redemption Fair Market Value”), which was $12.0985 per warrant. As a result, holders who exercised their warrants on a “cashless” basis before the Redemption Date received 0.2936 shares of Class A common stock per warrant exercised. As a result of the completion of the redemption and retirement of the warrants, the Company issued 4,266,439 shares of Class A common stock after 9,128,891 publicly traded warrants and 5,397,828 privately held warrants were exercised on a cash or cashless basis. The Company redeemed 8,701 publicly traded warrants at the redemption price of $0.10 per warrant. The amount of cash generated from the exercise of warrants and the amount of cash paid at the redemption price of $0.10 per warrant was not material. In connection with the warrant redemption, the warrants ceased trading on the NYSE and were delisted. The change in value of the warrants was recorded through earnings through the settlement date. The Company no longer has any warrants outstanding. |
Earnouts
Earnouts | 12 Months Ended |
Jul. 02, 2023 | |
Earnouts [Abstract] | |
Earnouts | Earnouts The following table shows the number of unvested earnout shares outstanding as of the year ended July 2, 2023 and July 3, 2022: Fiscal Year Ended July 2, 2023 July 3, 2022 Number of unvested earnout shares outstanding 11,418,357 22,836,718 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 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, if Bowlero experiences an Acceleration Event, which as detailed in the Business Combination Agreement 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. As part of the Sponsor Support Agreement, the Sponsor and LionTree were issued 1,611,278 Earnout Shares which vest during the period from and after the Closing Date until the fifth anniversary of the Closing Date: (a) 805,639 Earnout Shares if the closing share price of Bowlero’s 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 and (b) 805,639 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. As a result of the cashless exercise of their unvested private placement warrants, the Sponsor and LionTree were issued 475,440 additional Earnout Shares, which vest during the period from and after the Closing Date until the fifth anniversary of the Closing Date: (a) 237,721 Earnout Shares if the closing share price of Bowlero’s 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 and (b) 237,719 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jul. 02, 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 July 2, 2023 and July 3, 2022 are as follows: July 2, 2023 July 3, 2022 Carrying value $ 1,164,662 $ 876,705 Fair value 1,158,912 841,637 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 in fiscal years 2023 and 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 July 2, 2023 and July 3, 2022: July 2, 2023 Level 1 Level 2 Level 3 Total Interest rate collars $ — $ 4,608 $ — $ 4,608 Total assets $ — $ 4,608 $ — $ 4,608 Earnout shares $ — $ — $ 112,041 $ 112,041 Total liabilities $ — $ — $ 112,041 $ 112,041 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 earn-out shares was established using a Monte Carlo simulation Model (level 3 inputs). The key inputs into the Monte Carlo simulations as of July 2, 2023 and July 3, 2022 were as follows: July 2, 2023 July 3, 2022 Expected term in years 3.45 4.45 Expected volatility 65% 55% Risk-free interest rate 4.41% 2.87% Stock price $ 11.64 $ 11.00 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 years ended July 2, 2023 and July 3, 2022: Fiscal Year Ended July 2, 2023 July 3, 2022 Balance as of beginning of period $ 210,952 $ — Issuances 174 185,152 Settlements* (184,437) — Changes in fair value 85,352 25,800 Balance as of end of period $ 112,041 $ 210,952 *This represents the settlement of the $15.00 tranche of Earnout Shares. The $17.50 tranche of Earnout Shares has not vested and is still subject to the applicable vesting restrictions See Note 13 - Earnouts . Items Measured at Fair Value on a Non-Recurring Basis The Company’s assets measured at fair value on a non-recurring basis subsequent to their initial recognition include assets held for sale. We utilize third party broker estimate of value amounts 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 | 12 Months Ended |
Jul. 02, 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 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 July 2, 2023 and July 3, 2022. • Issued and Outstanding: 107,666,301 shares (inclusive of 1,595,930 shares contingent on certain stock price thresholds but excluding 11,312,302 shares held in treasury) as of July 2, 2023 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 July 2, 2023 and July 3, 2022. • Issued and Outstanding: 60,819,437 and 55,911,203 shares as of July 2, 2023 and July 3, 2022, respectively. Preferred Stock: • Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of July 2, 2023 and July 3, 2022. • Issued and Outstanding: 136,373 and 200,000 shares as of July 2, 2023 and July 3, 2022, respectively. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to conversion and voting. Shares of Class B common stock are convertible into an equivalent number of shares (one-for-one) of Class A common stock automatically upon transfer, or upon the earliest to occur of the 15th anniversary of the Closing Date, or terms associated with Thomas F. Shannon, which consists of his death or disability, ceasing to beneficially own at least 10% of the outstanding shares of Class A common stock and Class B common stock or his employment as our CEO for being terminated for cause. Holders of Class B common stock may convert their shares into shares of Class A common stock at any time at their option. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Any dividends paid to the holders of Class A common stock and Class B common stock will be paid out in cash, property, or shares. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock and Class B common stock. Series A Preferred Stock Holders of Preferred Stock have voting rights in certain matters that require vote or consent of holders representing a majority of the outstanding shares of the Preferred Stock. There are no other voting rights associated with the Preferred Stock as long as management holds over 50% of the equity voting power. Regular dividends on the Preferred Stock 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 the current liquidation preference per share of the Preferred Stock. The initial liquidation preference was $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 July 2, 2023, the Company has declared and paid a cash dividend in the amount of $29.10 per share of Preferred Stock, in the aggregate amount of $3,969. For the fiscal years ended July 2, 2023 and July 3, 2022, accumulated dividends in the amount of $5,665 and $6,002, respectively, were added to the liquidation preference and deemed to be declared and paid in-kind. During the year ended July 2, 2023, 63,627 shares of Preferred Stock were settled for cash of $80,823. All of the repurchased shares were then cancelled in accordance with the Preferred Stock Certificate of Designations. 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 Preferred Stock has conversion options providing (1) the holder the right to submit all, or any whole number of shares that is less than all, of their shares of Preferred Stock pursuant to an Option Conversion and (2) the Company has the right to exercise at its election a Mandatory Conversion settled in Common Stock with the exception of the payment of cash in lieu of any fractional shares following the second anniversary of the initial issue date, if the closing price of the stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. Additionally, the Company may, from time to time, repurchase Preferred Stock in the open market purchases or in negotiated transactions without delivering prior notice to holders of Preferred Stock. 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. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Jul. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The Company has three stock plans: the 2017 Stock Incentive Plan (“2017 Plan”), the Bowlero Corp. 2021 Omnibus Incentive Plan (“2021 Plan”) and the Bowlero Corp. Employee Stock Purchase Plan (“ESPP”). These stock incentive plans are designed to attract and retain key personnel by providing them the opportunity to acquire equity interest in the Company and align the interest of key personnel with those of the Company’s stockholders. 2017 Stock Incentive Plan The 2017 Plan was approved on September 29, 2017 and is a broad-based plan that provides for the grant of non-qualified stock options to our executives and certain other employees for up to a maximum of 16,316,506 shares (retroactively stated for application of the recapitalization). The 2017 Plan was subsequently amended on January 7, 2020 to 50,581,181 shares (retroactively stated for application of the recapitalization). As of the Closing Date, no additional options are available to be granted under the 2017 Plan. The 2017 Plan was administered by the Board of Directors, which approved grants to individuals, number of options, terms, conditions, performance measures, and other provisions of the award. Awards were generally granted based on the individual’s performance. Stock options granted under the 2017 Plan had a maximum contractual term of twelve years from the date of grant, an exercise price not less than the fair value of the stock on the grant date and generally vested over four years in equal quarterly installments for the time-based options and upon occurrence of a liquidity event for the performance-based options. A summary of the 2017 Plan stock options outstanding at July 2, 2023, July 3, 2022 and June 27, 2021, and changes during the years then ended is presented below: Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at June 28, 2020 49,789,060 $ 8.53 9.00 Granted 68,513 3.25 Forfeited and cancelled (526,093) 3.12 Outstanding at June 27, 2021 49,331,480 $ 8.58 9.13 Exercised - stock (10,436,555) 3.25 $ 70,576 Repurchased - cash (639,122) — $ 4,362 Forfeited and cancelled (17,962,453) 13.53 Outstanding at July 3, 2022 20,293,350 $ 7.16 9.48 Exercised - stock (227,424) 3.15 $ 2,494 Outstanding at July 2, 2023 20,065,926 $ 7.20 8.49 $ 89,005 Vested as of July 2, 2023 20,065,926 7.20 8.49 $ 89,005 Exercisable as of July 2, 2023 20,065,926 7.20 8.49 $ 89,005 The fair value of options at the date of grant was estimated using the Black-Scholes model with the following ranges of weighted average assumptions: Options granted during the fiscal year ended June 27, 2021 Expected term in years 5.00 Interest rate 0.54 % Volatility 71.5 % Dividend yield — The expected volatility is based on historical volatilities of companies considered comparable to the Company. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The average expected life represents the weighted average period of time that options granted are expected to be outstanding 2021 Stock Incentive Plan The 2021 Plan was effective December 14, 2021 and provides for the grant of equity awards to an individual employed by the Company or Subsidiary, a director or officer of the Company or Subsidiary, a consultant or advisor to the Company or an Affiliate or to a prospective employee, director, officer, consultant or director who has accepted an offer of employment or service from the Company. Equity awards include incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, RSUs and other stock based awards granted under the 2021 Plan. Shares to be granted under the 2021 Plan shall be not more than 26,446,033 shares of common stock, subject to an annual increase on the first day of each calendar year beginning January 1, 2022. As of July 2, 2023, the Company had 30,781,879 shares of common stock authorized under the 2021 plan. The Compensation Committee of the Board of Directors or subcommittee thereof, administers the 2021 Plan. The Compensation Committee may delegate all or any portion of its responsibilities and powers to any person(s) selected by it, except for grants of Awards to persons who are non-employee members of the Board or are otherwise subject to Section 16 of the Exchange Act. Any such delegation may be revoked by the Committee at any time. The Board may at any time and from time to time grant awards and administer the 2021 Plan with respect to such awards. In any such case, the Board shall have all the authority granted to the Compensation Committee under the 2021 Plan. The Compensation Committee approves grants to individuals, number of options, terms, conditions, performance measures, and other provisions of the award. Stock options granted under the 2021 Plan have a maximum contractual term of ten years from the date of grant, unless trading is prohibited by the Company’s insider-trading policy or a Company-imposed blackout period, in which case the terms shall be extended automatically, and an exercise price not less than the fair value of the stock on the grant date. The manner and timing of vesting and expiration are determined by the Compensation Committee. During the year ended July 3, 2022, the Company recorded $3,323 in compensation cost recognized for 665,912 fully vested options and $14,228 in compensation cost for 1,422,813 shares for a share-based bonus. The Company issued fully vested and unvested stock options to certain employees. The unvested stock options vest based on a service condition. The average expected life represents the weighted average period of time that options granted are expected to be outstanding. The following table presents the significant assumptions used in the Black-Scholes model with the following range of weighted average assumptions for options granted in the fiscal years ended July 2, 2023 and July 3, 2022: July 2, 2023 July 3, 2022 Expected term in years 10.00 6.68 Interest rate 3.39 % 1.39 % Volatility 50.0 % 55.6 % Dividend yield — — A summary of stock options outstanding under the 2021 Plan at July 2, 2023 and July 3, 2022, and changes during the period then ended is presented below: Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at June 28, 2021 — $ — Granted 9,415,912 13.72 Outstanding at July 3, 2022 9,415,912 $ 13.72 9.45 Granted 444,115 17.50 Outstanding at July 2, 2023 9,860,027 $ 13.89 8.51 $ 3,962 Vested as of July 2, 2023 1,249,246 $ 10.00 9.53 $ 2,049 Exercisable as of July 2, 2023 1,249,246 $ 10.00 9.53 $ 2,049 The Company issued RSUs to employees and board members that vest based on service conditions (Service based RSUs). The Company measures the grant-date fair value based on the price of the Company's shares on the grant date. The following table presents a summary of RSUs subject to time-based service conditions and changes during the period then ended is presented below as of July 2, 2023 and July 3, 2022: Number of Weighted Outstanding at June 28, 2021 — $ — Granted 947,325 9.72 Forfeited (29,700) 9.67 Outstanding at July 3, 2022 917,625 $ 9.72 Granted 275,679 13.24 Vested (394,875) 9.79 Forfeited (82,560) 10.30 Outstanding at July 2, 2023 715,869 $ 10.97 The Company issued earnout RSUs to employees that vest upon the achievement of market conditions with a 5-year expiration date (Earnout RSUs). The fair value of the earnout RSUs was determined based on a Monte-Carlo simulation method reflecting those market conditions, and the Company recognizes compensation expense evenly over the 5-year service period. The following table presents a summary of the earnout RSUs subject to market conditions and changes during the period then ended as of July 2, 2023 and July 3, 2022: Number of Weighted Outstanding at June 28, 2021 — $ — Granted 152,370 8.16 Forfeited (23,034) 8.16 Outstanding at July 3, 2022 129,336 $ 8.16 Vested (61,414) 8.45 Forfeited (12,770) 8.16 Outstanding at July 2, 2023 55,152 $ 7.86 The Company issued RSUs to employees and board members that vest based upon the achievement of market and service conditions (market and service based RSUs). The fair value of those RSUs was determined using a Monte-Carlo simulation method reflecting those market conditions. The following table presents a summary those RSUs subject to market and service conditions, and changes during the period then ended as of July 2, 2023 and July 3, 2022: Number of Weighted Outstanding at June 28, 2021 — $ — Granted 266,775 6.64 Forfeited (9,900) 6.64 Outstanding at July 3, 2022 256,875 $ 6.64 Granted 69,449 10.51 Forfeited (34,520) 7.16 Outstanding at July 2, 2023 291,804 $ 7.50 As of July 2, 2023, the total compensation cost not yet recognized is as follows: Award Plan Unrecognized Compensation Cost Weighted Average Remaining Period of Recognition Stock options 2021 Plan $ 31,032 3.41 Service based RSUs 2021 Plan 5,743 1.78 Market and service based RSUs 2021 Plan 1,351 1.89 Earnout RSUs 2021 Plan 300 3.45 Employee stock purchase plan 378 0.50 Total unrecognized compensation cost $ 38,804 3.11 Share-based compensation recognized in the consolidated statement of operations is as follows: Fiscal Year Ended Award Plan July 2, July 3, June 27, Performance-based options 2017 Plan $ — $ 24,516 $ — Time-based options 2017 Plan — 952 3,164 Stock options 2021 Plan 9,708 8,505 — Service based RSUs 2021 Plan 4,267 1,711 — Market and service based RSUs 2021 Plan 630 208 — Earnout RSUs 2021 Plan 538 116 — Share-based bonus — — 14,228 — ESPP — 599 — — Total stock based compensation expense $ 15,742 $ 50,236 $ 3,164 The Company did not have any recognized income tax benefits, net of valuation allowances, related to our share-based compensation plans. Employee Stock Purchase Plan On December 14, 2021, the Board of Directors approved the ESPP, subject to stockholder approval. The ESPP became effective July 1, 2022, and purchase rights may be granted under the ESPP prior to stockholder approval, but no purchase rights may be exercised unless and until stockholder approval is obtained. The maximum number of shares of the Company’s Class A common stock available for sale under the ESPP shall not exceed an aggregate of 4,926,989 shares, subject to an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Jul. 02, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (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 income (loss) per Class A and B common share is as follows: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Class A Class B Total Class A Class B Total Class A Class B Total Numerator Net income (loss) allocated to common stockholders $ 34,805 $ 18,531 $ 53,336 $ (32,198) $ (7,969) $ (40,167) $ (134,476) $ — $ (134,476) Denominator Weighted-average common shares outstanding 108,006,545 57,502,334 165,508,879 124,920,063 30,917,091 155,837,154 146,848,329 — 146,848,329 Net income (loss) per share, basic $ 0.32 $ 0.32 $ 0.32 $ (0.26) $ (0.26) $ (0.26) $ (0.92) $ — $ (0.92) For the fiscal year ended July 2, 2023, weighted-average Series A preferred stock of 15,147,840 (as converted) was used in the calculation for the allocation of undistributed earnings between Class A, Class B, and Series A preferred stock. Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Class A Class B Total Class A Class B Total Class A Class B Total Numerator Net income (loss) allocated to common stockholders $ 34,805 $ 18,531 $ 53,336 $ (32,198) $ (7,969) $ (40,167) $ (134,476) $ — $ (134,476) Denominator Weighted-average common shares outstanding 108,006,545 57,502,334 165,508,879 124,920,063 30,917,091 155,837,154 146,848,329 — 146,848,329 Impact of incremental shares 2,998,686 7,313,831 10,312,517 * * * * * * Total 111,005,231 64,816,165 175,821,396 124,920,063 30,917,091 155,837,154 146,848,329 — 146,848,329 Net income (loss) per share, diluted $ 0.31 $ 0.29 $ 0.30 $ (0.26) $ (0.26) $ (0.26) $ (0.92) $ — $ (0.92) Anti-dilutive shares excluded from diluted calculation* 16,116,589 9,647,657 *The impact of potentially dilutive convertible preferred stock, service based RSUs, market and 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. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss) | $ 82,048 | $ (29,934) | $ (126,461) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Jul. 02, 2023 shares | Jul. 02, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Thomas Shannon [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 15, 2023, Thomas Shannon, the Company's Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Shannon’s 10b5-1 Plan provides for the potential sale of up to 2,300,000 shares of Class A common stock and will expire on the earlier of April 30, 2025 and the date when all shares under the 10b5-1 Plan are sold. | |
Name | Thomas Shannon | |
Title | Chief Executive Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 15, 2023 | |
Rule 10b5-1 Arrangement Terminated | false | |
Arrangement Duration | 685 days | |
Aggregate Available | 2,300,000 | 2,300,000 |
Brett Parker [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 16, 2023, Brett Parker, the Company's Executive Vice Chairman, terminated a 10b5-1 Plan. Following the termination of the previous 10b5-1 Plan, on June 17, 2023, Mr. Parker adopted a new 10b5-1 Plan. Mr. Parker’s new 10b5-1 Plan provides for the potential sale of up to 4,389,120 shares of Class A common stock, which include 4,079,120 options shares and 310,000 shares of common stock, and will expire on the earlier of May 31, 2024 and the date when all shares under the 10b5-1 Plan are sold. | |
Name | Brett Parker | |
Title | Executive Vice Chairman | |
Arrangement Duration | 349 days | |
Parker New Plan [Member] | Brett Parker [Member] | ||
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 17, 2023 | |
Rule 10b5-1 Arrangement Terminated | false | |
Aggregate Available | 4,389,120 | 4,389,120 |
Parker Prior Plan [Member] | Brett Parker [Member] | ||
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | June 16, 2023 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 02, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Reverse Recapitalization: On December 15, 2021, (the “Closing Date”), the Company consummated the previously announced Business Combination pursuant to the Business Combination Agreement (“Business Combination Agreement”) 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 Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization. Under this method of accounting, Isos is treated as the acquired company and Old Bowlero is treated as the acquirer for accounting and financial statement reporting purposes. Old Bowlero has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Old Bowlero’s existing stockholders have the greatest voting interest in the Company; • Old Bowlero’s existing stockholders have the ability to control decisions regarding election and removal of directors and officers of the Company; • Old Bowlero comprises the ongoing operations of the Company; • Old Bowlero’s relevant measures, such as assets, revenues, cash flows and earnings, are higher than Isos’; and • Old Bowlero’s existing senior management is the senior management of the Company. As a result of Old Bowlero being the accounting acquirer, the financial reports filed with the Securities and Exchange Commission (“SEC”) by the Company subsequent to the Business Combination are prepared as if Old Bowlero is the predecessor and legal successor to the Company. The historical operations of Old Bowlero are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Old Bowlero prior to the Business Combination, (ii) the combined results of the Old Bowlero and Isos following the Business Combination on December 15, 2021, (iii) the assets and liabilities of Old Bowlero at their historical cost and (iv) the Company’s post-merger equity structure for all periods presented. The recapitalization of the number of shares of common stock and preferred stock attributable to the purchase of Bowlero Corp. in connection with the Business Combination is reflected retroactively to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction consistent with the treatment of the transaction as a reverse recapitalization of Isos. In connection with the Business Combination, Isos changed its name to Bowlero Corp. The Company’s Class A common stock became listed on the NYSE under the symbol BOWL and warrants to purchase the Class A common stock became listed on the NYSE under the symbol BOWL.WS in lieu of the Isos ordinary shares and Isos’s warrants, respectively. Isos’ units automatically separated into the Isos ordinary shares and Isos’ warrants and ceased trading separately on the NYSE following the Closing Date. Prior to the Business Combination, Isos neither engaged in any operations nor generated any revenue. Until the Business Combination, based on Isos’ business activities, it was a shell company as defined under the Exchange Act. 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 Business Combination Agreement. |
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. |
Fiscal Year | Fiscal Year: The Company reports on a fiscal year ending on the Sunday closest to June 30th with each quarter generally comprising thirteen weeks. Fiscal year 2023 contained fifty-two weeks and ended on July 2, 2023. Fiscal year 2022 contained fifty-three weeks and ended on July 3, 2022, and the 53rd week fell within the fourth quarter. Fiscal year 2021 contained fifty-two weeks and ended on June 27, 2021. |
Reclassification | Reclassification: Certain amounts reported within our prior year consolidated balance sheet have been reclassified to conform to current year presentation. Accounts payable and Accrued expenses were presented separately within our prior year consolidated balance sheet. Accounts payable and Accrued expenses are now presented in aggregate as Accounts payable and accrued expenses. |
Use of Estimates | Use of Estimates: The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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; stock 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 using the following hierarchy using the highest level possible: Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $166,510 and $88,067 at July 2, 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. |
Marketable Securities | Marketable Securities: Our investments in marketable equity securities are measured at fair value with the related gains and losses, including unrealized, recognized in other expense. |
Accounts Receivable | Accounts Receivable: The Company records accounts receivable at the invoiced amount. Accounts receivable do not bear interest unless specified in a formal agreement. An allowance for doubtful accounts is provided based on management’s best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance based on a number of factors, including historical write-off experience and its knowledge of specific customer accounts. Past-due balances meeting specific criteria are reviewed individually for collectability. The Company reviews all other balances on a pooled basis. Accounts are written off once collection efforts have been exhausted and the potential for recovery is considered remote. Actual uncollectable accounts could exceed the Company’s estimates, and changes to estimates are accounted for in the period of change. The Company does not have any off-balance sheet credit exposures to its customers. |
Inventories | Inventories: Inventory, which includes operational items such as food and beverages, is valued at the lower of cost or net realizable value on a first-in, first-out basis. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets: Prepaid expenses consists primarily of payments made for goods and services to be received in the near future. Prepaid expenses consists of prepaid rents, sales tax, insurance premiums, deposits, and other costs. |
Property and Equipment | Property and Equipment: Property and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method based on the estimated useful lives of individual assets or classes of assets. Leasehold improvements are recorded at cost. Amortization of leasehold improvements is calculated principally on the straight-line method over the lesser of the estimated useful life of the leasehold improvement or the lease term. Renewal periods are included in the lease term when the renewal is determined to be reasonably assured. Internal costs, including compensation and employee benefits for employees directly associated with capital projects, are capitalized and amortized over the estimated useful life of the asset. Expenditures for routine maintenance and repairs that do not improve or extend the life of an asset are expensed as incurred. Improvements are capitalized and amortized over the lesser of the remaining life of the asset or, if applicable, the lease term. Upon retirement or sale of an asset, its cost and related accumulated depreciation are removed from property and equipment and any gain or loss is recognized. The Company’s policy is to capitalize interest cost incurred on debt during the construction of major projects. Interest costs are capitalizable for all assets that require a period of time to get them ready for their intended use (an acquisition period). The amount capitalized in an accounting period is determined by applying the capitalization rate to the accumulated expenditures for the asset during the period. The capitalization rate used is based on the rates applicable to borrowings outstanding during the construction period. |
Leases | Leases under ASC 842: The Company determines if a contract is or contains a lease at contract inception or on the modification date of an existing contract. The Company has leasing arrangements that contain both lease and non-lease components. Our lease components primarily include the building and land for bowling entertainment centers, and our non-lease components primarily include common area maintenance and utilities for these real estate leases. We account for both the lease and non-lease components as a single component for all classes of underlying assets. The Company has three master lease agreements with a single landlord covering over 200 bowling centers. Two of those master leases contain initial terms ending in 2047 with 8 renewal options for 10 years each. The third master lease contains an initial term ending in 2044 with 8 renewal options for 10 years each. The master lease agreements contain restrictions and covenants such as the following: a. Requirements to comply with certain covenants, which, if not met, would require the Company to maintain cash security or provide letters of credit in favor of the landlord in amounts up to 1 year in rent, depending on the circumstances. b. Options that allow the landlord to purchase and lease back the bowling equipment at each site in the event that certain requirements are not met c. Certain restrictions on investments, payments, and acquisitions, in the event predefined financial metrics aren’t met Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date of the lease based on the present value of the future lease payments over the remaining lease term. Only fixed lease payments are included in the lease liability. At the lease commencement, the ROU asset is measured based on the present value of the lease liability plus any initial direct costs and/or prepaid lease payments, and deducting any lease incentives. For business combinations, the right-of-use asset is adjusted based on favorability or unfavorability of acquired leases. The Company’s fixed lease payments primarily include base rent and lease incentives for tenant improvements. Our leases also include the following variable costs: common area maintenance, utilities, real estate taxes, property insurance, variable payments based on a percentage of sales or based on reaching pre-defined sales thresholds. Some leases contain lease payments that depend on indices or fair market value rent. A change in the index or fair market rent rate does not result in the remeasurement of the lease liability or ROU asset. The additional lease payments related to the index or fair market rent rate increases are recognized as variable payments in the period in which they occur. However, if we remeasure the lease payments, then we are required to remeasure the lease payments that depend on an index or a rate by using the index or fair market rent rate in effect on the remeasurement date. Outside of the master leases, the initial lease terms for our real estate leases are generally 10-15 years with renewal options for periods up to five years each. The options to extend are generally not considered reasonably certain at lease commencement, however, the Company reevaluates our leases on a regular basis to determine if recent strategic changes or capital expenditures have resulted in incentives or penalties to renew or not renew a particular lease. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. In determining the present value of lease payments, the Company utilizes its incremental borrowing rate unless the rate implicit in the lease is readily determinable. For our leases, the rate implicit in the lease is generally not available, so we use the incremental borrowing rate. The incremental borrowing rate represents the estimated interest rate for collateralized borrowings over a similar term in a similar economic environment at the commencement date or modification date for a lease. To calculate the incremental borrowing rate, the Company considers both the credit notching and recovery rate methods and makes adjustments based on benchmarking to our debt instruments. Operating lease costs are recorded as rent expense, which are primarily included within Cost of Revenues, within the Consolidated Statements of Operations and presented as operating cash outflows within the Consolidated Statements of Cash Flows. Finance lease costs are recorded as interest expense and amortization expense, which is primarily included within Costs of Revenues within the Consolidated Statements of Operations. Principal payments associated with finance leases are presented as financing cash outflows and cash payments for interest associated with finance leases are presented as operating cash outflows within our Consolidated Statements of Cash Flows. The current portion of the lease liability is equal to the amount by which the total lease liability will be reduced over the next 12 periods. The Company’s leases do not contain material residual value guarantees. Financing Obligations : When the Company enters into a contract to sell an asset and leases it back from the purchaser under a sale and leaseback transaction, we must determine whether control of the asset has transferred. In cases whereby control has not transferred, we continue to recognize the underlying asset within Property and equipment, net within the Consolidated Balance Sheets, which is then depreciated over the shorter of the remaining useful life or lease term. Additionally, a financial liability is recognized and referred to as a financing obligation and is accounted for similarly to debt or finance leases. The Company recognizes interest expense related to a financing obligation under the effective interest method. Variable payments are recorded as interest expense as incurred. Principal payments associated with financing obligations are presented as financing cash outflows and interest payments associated with financing obligations are presented as operating cash outflows within our Consolidated Statements of Cash Flows. The current portion of the liability is equal to the amount by which the total liability will be reduced over the next 12 periods. |
Internal Use Software | Internal Use Software: We capitalize qualifying software costs incurred during the “application development stage” when the preliminary project stage has been completed, management has authorized the project, and it is probable that the project will be completed. The estimated useful life of internal-use software is between three |
Goodwill and Intangible Assets | Goodwill and Intangible Assets: Goodwill is recognized for the excess of the purchase price over the fair value of assets acquired and liabilities assumed of businesses acquired. Indefinite-lived intangible assets include liquor licenses and the Bowlero and Professional Bowlers Association (PBA) trade names. The cost of purchasing liquor licenses in quota controlled states are capitalized as indefinite lived intangible assets. Because the number of liquor licenses in a quota controlled state are based on the population count, the values ascribed to these liquor licenses are primarily dependent on the supply and demand in the particular jurisdictions in which they are issued. Liquor licenses are an intangible asset which are not assigned a useful life and not amortized. Bowlero is the corporate name of the Company and the brand name associated with many of the Company’s bowling centers. Professional Bowlers Association is the brand name of the entity owned by the Company associated with the main sanctioning body for ten-pin bowling. The fair value of the trade names stems from the customer appeal and revenue streams derived from these brands. Finite-lived intangible assets primarily include |
Impairment of Goodwill, Intangible and Long-Lived Assets | Impairment of Goodwill, Intangible and Long-Lived Assets: Goodwill is tested at least annually for impairment at the reporting unit level. The Company has determined it has one reporting unit, operating a bowling entertainment business. We perform our annual impairment testing on the first day of our fiscal fourth quarter of each year. When evaluating goodwill and tradenames for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that its reporting unit or tradenames are impaired. For fiscal 2023, the Company performed a qualitative assessment of goodwill and concluded it was not more likely than not that the fair value of the reporting unit was less than its carrying value. There were no impairment charges for goodwill or indefinite-lived intangible assets, excluding liquor licenses, recorded in fiscal years 2023, 2022 and 2021. For long-lived assets (such as property and equipment, ROU assets and other definite-lived intangibles), an impairment is indicated whenever events or changes in circumstances indicate that the asset or asset group’s carrying value may not be recoverable. An asset group may not be recoverable if the total estimated undiscounted cash flows associated |
Derivatives and Warrants | Derivatives: We are exposed to interest rate risk. To manage this risk, we entered into interest rate collar derivative transactions associated with a portion of our outstanding debt. The interest rate collars, which are designated for accounting purposes as cash flow hedges, establish a cap and floor on the Secured Overnight Financing Rate (SOFR). The Company's interest rate collars expire on March 31, 2026. For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the effective portion of the gain or loss on the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Gains and losses on the financial derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Warrants: Previously outstanding warrants consisted of public warrants and private warrants, including warrants issued by Isos which continued to exist following the Closing Date and warrants issued by the Company on the Closing Date. The outstanding warrants were accounted for as freestanding financial instruments and were classified as liabilities on the Company’s consolidated balance sheets. The estimated fair value of the warrants is described in Note 12 Warrants . Changes in the value of warrants were recorded as a non-operating item in the statements of operations. The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they did not meet the criteria to be classified in stockholders’ equity. Since these warrants met the definition of a derivative under ASC 815, the Company recorded these warrants as long-term liabilities on the balance sheet at fair value upon the Closing Date, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. The Company completed the redemption of all outstanding publicly traded and privately held warrants on May 16, 2022. |
Self-Insurance Programs | Self-Insurance Programs: The Company is self-insured for a portion of its property, general liability, workers’ compensation and certain health care exposures. We also purchase stop-loss insurance coverage through third-party insurers. The undiscounted costs of these self-insurance programs are accrued based upon estimates of settlements and costs for known and anticipated claims. For claims that exceed the deductible amount, the Company records a receivable representing expected recoveries pursuant to the stop-loss coverage and a corresponding gross liability for its legal obligation to the claimant, since the Company is not legally relieved of our obligation to the claimant.The short-term portion of the self-insurance liabilities is included in accrued expenses in the accompanying consolidated balance sheets. The long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheets. The stop-loss receivable is included in other assets. |
Income Taxes | Income Taxes: The Company utilizes the asset and liability approach in accounting for income taxes. We recognize income taxes in each of the jurisdictions in which we have a presence. For each jurisdiction, we estimate the amount of income taxes currently payable or receivable, as well as deferred income tax assets and liabilities. Deferred tax assets and liabilities are recorded to recognize the expected future tax benefits or costs of events that have been, or will be, reported in different years for financial statement purposes than tax purposes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these items are expected to reverse. We review our deferred tax assets to determine if it is more-likely-than-not that they will be realized. If we determine it is not more-likely-than-not that a deferred tax asset will be realized, we record a valuation allowance to reverse the previously recognized tax benefit. The Company recognizes tax benefits related to uncertain tax positions if we believe it is more likely than not the benefit will be realized. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The U.S. federal, and in general, state and local returns are open to examination for the fiscal year ended June 28, 2020 and thereafter. The net operating loss carryforwards starting from the tax year ended December 31, 2004 and certain |
Bowling revenue | Bowling revenue — The Company recognizes revenue for providing bowling services to customers in exchange for consideration that is recognized as revenue on the day that the services are performed. Any prepayments for bowling revenue are recognized as deferred revenue and recognized when earned. |
Food and beverage revenue | Food and beverage revenue — Sales of food and beverages at our bowling centers are recognized at a point-in-time. |
Amusement revenue | Amusement and other revenue — Amusement and other revenue includes amounts earned through arcades and other games, as well as other revenue generating sources that contribute to the entertainment experience through events and other activities. Similar to bowling and food and beverage revenue, almost all of our revenue is earned at a point-in-time. |
Media revenue | Media revenue — The Company earns media revenue from sanctioning official PBA tournaments and licensing media content to our customers, which include television networks and multi-year contracts. The Company considers each tournament as a separate performance obligation because each tournament’s pricing is negotiated separately and represents its stand-alone selling price based on the terms of the contract and the relative nature of the services provided. Media revenue is generated through producing and licensing distribution rights to customers, which is recognized at the point-in-time the Company produces and delivers programming for a respective tournament. Tournament revenue includes sponsorships, entry and host fees. Fees received for sponsorships and tournaments are recognized as deferred revenue until the respective tournament occurs, at which point, the Company recognizes those fees as revenue. Other revenue recognition policies: The Company sells gift and game cards that do not expire. Gift and game card revenue is recognized as gift and game cards or game-play tokens are redeemed by customers. The Company accrues unearned revenue as a liability for the unredeemed tickets that may be redeemed or used in the future. Gift and game card sales are recorded as an unearned gift and game card revenue liability when sold. Unearned gift and game card revenue or deferred revenue is reported in accrued expenses in the consolidated balance sheets and is disclosed in Note 8 - Accounts Payable and Accrued Expenses . From time to time, the Company offers discount vouchers through outside vendors. Revenue for these vouchers is recognized as revenue when the voucher is redeemed by the guest or as breakage on a pro-rated basis based on historical redemption patterns. Revenue is recognized for the gross amount paid by customers for purchased vouchers. The fee paid to the outside vendors, in the form of the discount, is recognized in cost of revenues. We recognize this revenue on a gross basis, as we are responsible for providing the service desired by the customer. |
Costs of Revenues | Costs of Revenues: The Company’s costs of revenues all relate to center operations and are comprised primarily of fixed costs that are not variable or less variable with changes in revenues, and include depreciation, amortization, property |
Selling, General and Administrative Expenses (SG&A) | Selling, General and Administrative Expenses (“SG&A”): SG&A expenses are comprised primarily of employee costs, media and promotional expenses, and depreciation and amortization (excluding those related to our center operations), and other miscellaneous expenses. A portion of SG&A costs are not variable in nature and do not fluctuate significantly with changes in revenue, and include such expenses as depreciation, amortization and certain compensation. |
Other Operating Expenses | Other Operating Expenses: Other operating expenses comprise various costs primarily driven by professional fees and transactional related expenses associated with, among other things, business acquisitions, and foreign currency gains/losses. |
Share-Based Compensation | Share-Based Compensation: Stock based compensation is recorded based on the grant-date fair value. Bowlero Corp. recognizes share-based compensation on a straight-line basis or based on a graded vesting schedule over the requisite service period for time-based awards and recognizes the cost for performance-based awards upon meeting performance targets. The Company does not recognize the effect of forfeitures until they occur. All compensation expense for an award is recognized by the time it becomes fully vested. Stock based compensation is recorded in cost of revenues and selling, general and administrative expenses in the consolidated statements of operations based on the employees’ respective functions. The Company records deferred tax assets for awards that may result in deductions on the Company’s income tax returns, based on the amount of compensation cost recognized and the Company’s statutory tax rate in the jurisdiction in which it will receive a deduction. |
Advertising and Television Costs | Advertising and Television Costs: Costs for advertising are expensed when incurred and recorded as operating expenses. Advertising expense is included within costs of revenues on the consolidated statements of operations. Television spending, including costs associated with bowling tournaments that are televised, are capitalized as prepaid costs and expensed at the time the event takes place. |
Foreign Currency Translation | Foreign Currency Translation: The Company’s financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records in the currency of the country in which they operate. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates of exchange in effect during the year. Transaction gains and losses are recorded in net income (loss). |
Commitments and contingencies | Commitments and contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Business Interruption Insurance | Business Interruption Insurance: The Company recognized $20,188 of business interruption insurance recoveries as other operating income in the consolidated statement of operations during fiscal year 2021, as a result of the insured claim resulting from the temporarily suspension of operations in compliance with local, state, and federal governmental restrictions to prevent the spread of the COVID-19. |
Series A Preferred Stock | Series A Preferred Stock: As part of the reverse recapitalization, the Company issued redeemable Preferred Stock that is classified in temporary equity as certain redemption provisions are not solely within the control of the Company. The pre-merger preferred stock was classified as temporary equity and settled on the Closing Date. |
Net Loss Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders: We compute net loss per share of Class A common stock and Class B common stock under the two-class method. Holders of Class A common stock and Class B common stock have equal rights to the earnings of the Company. Our participating securities include the redeemable convertible preferred stock that have a non-forfeitable right to dividends in the event that a dividend is paid on common stock, but do not participate in losses, and thus are not included in a two-class method in periods of loss. For those periods in which the Company has reported net losses, 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 those periods presented. Dilutive securities |
Earnouts | Earnouts: Following the Closing Date, Isos and Bowlero equity holders at the effective time of the Business Combination have the contingent right to receive shares of Class A common stock if, from the Closing Date until the fifth anniversary thereof, the reported closing trading price of the Class A common stock exceeds certain thresholds. As of the Closing Date, since earnouts are subject to change in control acceleration provisions, that result in settlement value not fully indexed to share price, the earnout shares are reported as a liability in the consolidated balance sheets. Changes in the value of earnouts are recorded as a non-operating item in the consolidated statements of operations. Those earnout shares not classified as a liability are classified as equity compensation to employees. The fair value of the earnout shares are estimated by utilizing a Monte-Carlo simulation model. Inputs that have a significant effect on the earnout shares valuation include the expected volatility, stock price, expected term, risk-free interest rate and the performance hurdles. The Company evaluated its earnouts under FASB Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since these earnouts meet the definition of a derivative under ASC 815, the Company records these earnouts as long-term liabilities on the balance sheet at fair value upon the Closing Date, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. |
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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Recent Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards: In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”). Following ASU 2016-02, the Financial Accounting Standards Board (“FASB”) issued subsequent guidance and amendments including ASU 2017-13, 2018-01, 2018-11, 2018-20, 2019-01, and 2020-05 (collectively, including ASU 2016-02, “Topic 842” or “ASC 842”). Topic 842 replaced the guidance in Topic 840. The main objectives are to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The right-of-use asset reflects the lessee’s right to direct the use of and obtain substantially all the economic benefits from that asset over the lease term, and it will be based on the lease liability at commencement, subject to certain adjustments such as accrued rent, lease incentives, lease intangibles, initial direct costs and prepaid rent. The lease liability reflects the obligation to make payments for the right to use that asset, which is the present value of future payments. Operating leases will remain being expensed on the straight-line basis of the lease, and finance leases will retain their front-loaded expense pattern, similar to current capital leases. The Company adopted this new accounting standard using the modified retrospective method as of the effective date of July 4, 2022. We applied the new standard to all leases through a cumulative-effect adjustment to beginning retained earnings. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company elected the package of practical expedients, which permits us to not reassess our prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect to use the hindsight or the land easement practical expedient. The new standard also provides ongoing practical expedients such as the short-term lease recognition exemption, which will primarily be applied to our non-real estate leases. This means that for those leases that qualify, we will not recognize ROU assets or lease liabilities. We will also elect to not separate lease and non-lease components for all classes of underlying assets Adoption of the new standard had a material impact on the Company’s consolidated balance sheet, but did not materially impact the Company’s consolidated operating results and had no impact on the Company’s cash flows. The adoption of the new standard as of July 4, 2022, resulted in an after-tax cumulative effect change to retained earnings of $11,144. Total assets and liabilities increased $450,029 and $438,885, respectively, primarily driven from adding operating leases. Recently Issued Accounting Standards: The Company reviewed the accounting pronouncements that were issued and/or that became effective for our fiscal year 2023. We determined that either they were not applicable, or they would not have a material impact on the consolidated financial statements. |
Description of Business (Tables
Description of Business (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Accounting Policies [Abstract] | |
Schedule of description of business | The following summarizes the Company’s centers by country and major brand as of the fiscal year ended July 2, 2023. Bowlero 203 AMF & other 119 Total centers in the United States 322 Mexico (AMF) 4 Canada (AMF and Bowlero) 2 Total 328 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Estimated useful lives of property and equipment are as follows: Buildings and improvements 2 – 39 years Leasehold improvements lesser of asset’s useful life or lease term (1 month– 15 years) Equipment, furniture, and fixtures 2 – 15 years |
Schedule of finite-lived intangible asset amortization | The following table shows amortization related to internal use software for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Amortization expense $ 3,019 $ 3,298 $ 2,400 The following table shows amortization expense for finite-lived intangible assets for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Amortization expense $ 7,354 $ 9,461 $ 6,030 |
Summary of asset impairment charges | The following table shows recognized impairment charges related to long-lived assets and liquor license for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Impairment charges $ 1,601 $ 1,548 $ 386 |
Schedule of advertising expense | The following table shows advertising expense for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Advertising expense $ 7,016 $ 3,942 $ 3,576 |
Schedule of revenue disaggregated by major revenue categories | The following table presents the Company’s revenue disaggregated by major revenue categories: Fiscal Year Ended July 2, % of revenues July 3, % of revenues June 27, % of revenues Major revenue categories: Bowling $ 518,428 49 % $ 452,349 50 % $ 203,730 52 % Food and beverage 372,607 35 % 321,441 35 % 128,393 32 % Amusement and other 144,208 14 % 118,940 13 % 48,414 12 % Media 23,547 2 % 18,975 2 % 14,697 4 % Total revenues $ 1,058,790 100 % $ 911,705 100 % $ 395,234 100 % |
Business Combinations and Acq_2
Business Combinations and Acquisitions (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of table below presents supplemental cash flow | The following summarizes the elements of the Business Combination to the consolidated statement of cash flows, including the transaction funding, sources and uses of cash, and merger-related earnouts and warrants: Recapitalization Cash-Isos Acquisition Corporation Trust $ 254,851 Less: Isos transaction costs paid from Trust (23,869) Less: Redemptions of existing shareholders of Isos (136,569) Net cash proceeds from SPAC shareholders $ 94,413 Cash-PIPE issuance $ 150,604 Cash-Forward issuance 100,000 Net cash proceeds from SPAC shareholders 94,413 Cash-Preferred issuance 95,000 Less: Bowlero transaction costs (20,670) Total cash received, net of transaction costs 419,347 Payoff of preferred stock and accumulated dividends (145,298) Consideration to existing Bowlero shareholders (226,000) Consideration to Bowlero option holders (15,467) Total distributions (386,765) Net cash received $ 32,582 Earnout liability $ 181,113 Warrant liability 22,426 Total liabilities recognized $ 203,539 The table below presents supplemental cash flow information for each reporting period: Fiscal Year Ended July 2, July 3, June 27, Cash paid during the period for: Interest $ 104,167 $ 88,292 $ 81,685 Income taxes, net of refunds 6,640 3,898 818 Noncash investing and financing transactions: Settlement of earnout obligation 184,437 — — Capital expenditures in accounts payable 24,937 8,895 4,193 Change in fair value of interest rate swap and collars 4,608 8,869 8,631 Unsettled treasury stock trade payable 7,118 3,094 — Accrual of paid-in-kind dividends on Series A preferred stock 5,665 6,002 — Excise tax liability accrued on stock repurchases 1,578 — — Capital lease assets obtained in exchange for capital lease liabilities — 7,463 5,401 Modifications of capital lease assets and liabilities — (15,001) 6,971 Issuance of warrants in Business Combination — 22,426 — Issuance of earnout obligation in Business Combination — 181,113 — Warrant redemption — (40,156) — |
Schedule of identifiable assets acquired components of consideration transferred and the transactional related expenses for acquisitions | The following table summarizes the final and preliminary purchase price allocations for the fair values of the identifiable assets acquired, components of consideration transferred and the transactional related expenses using the acquisition method of accounting: Identifiable assets acquired and liabilities assumed Final Preliminary Total Current assets $ 122 $ 29 $ 151 Property and equipment 70,565 24,221 94,786 Operating Lease ROU 5,031 — 5,031 Finance Lease ROU 6,445 — 6,445 Identifiable intangible assets 4,680 770 5,450 Goodwill 7,901 3,308 11,209 Total assets acquired 94,744 28,328 123,072 Current liabilities (974) (118) (1,092) Operating Lease Liabilities (3,871) — (3,871) Finance Lease Liabilities (6,445) — (6,445) Total liabilities assumed (11,290) (118) (11,408) Total fair value, net of cash acquired of $81 $ 83,454 $ 28,210 $ 111,664 Components of consideration transferred Cash $ 80,339 $ 27,245 $ 107,584 Holdback 3,115 965 4,080 Total consideration transferred $ 83,454 $ 28,210 $ 111,664 Transaction expenses included in “other operating expense” in the consolidated statement of operations for fiscal year 2023 $ 571 $ 377 $ 948 The following table summarizes the purchase price allocation for the fair values of the identifiable assets acquired, components of consideration transferred and the transactional related expenses using the acquisition method of accounting: Identifiable assets acquired and liabilities assumed Total Current assets $ 2,547 Property and equipment 50,011 Identifiable intangible assets 4,020 Goodwill 16,706 Total assets acquired 73,284 Current liabilities (547) Total liabilities assumed (547) Total fair value, net of cash acquired of $49 $ 72,737 Components of consideration transferred Cash $ 69,259 Holdback 2,008 Contingent consideration 1,470 Total $ 72,737 Transaction expenses included in "other operating expense" in the consolidated statement of operations for fiscal year 2022 $ 1,121 2022 Asset Acquisitions: The following table summarizes the application of the cost accumulation model to acquired bowling centers treated as asset acquisitions: Identifiable assets acquired and liabilities assumed Bowl America Other Asset Acquisition Total Current assets $ 2,949 $ 5 $ 2,954 Property and equipment 40,121 8,564 48,685 Identifiable intangible assets 1,099 1,136 2,235 Assets held for sale 10,985 — 10,985 Current liabilities (1,426) (81) (1,507) Deferred tax liability (9,107) — (9,107) Total consideration transferred $ 44,621 $ 9,624 $ 54,245 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jul. 02, 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 fiscal years ended July 2, 2023 and July 3, 2022: Balance as of June 27, 2021 $ 726,156 Goodwill resulting from acquisitions during fiscal year 2022 16,706 Adjustments to preliminary fair values for prior year acquisitions (193) Balance as of July 3, 2022 742,669 Goodwill resulting from acquisitions during fiscal year 2023 11,209 Adjustments to preliminary fair values for prior year acquisitions (340) Balance as of July 2, 2023 $ 753,538 |
Schedule of intangible assets | July 2, 2023 July 3, 2022 Weighted Gross Accumulated Net Weighted Gross Accumulated Net Finite-lived intangible assets: AMF trade name 1 $ 9,900 $ (9,253) $ 647 2 $ 9,900 $ (8,593) $ 1,307 Bowlmor trade name 0 6,500 (6,500) — 0 6,500 (6,500) — Other acquisition trade names 3 2,630 (1,423) 1,207 4 1,761 (651) 1,110 Customer relationships 2 23,712 (18,755) 4,957 2 21,112 (13,989) 7,123 Management contracts 2 1,800 (1,726) 74 2 1,800 (1,443) 357 Non-compete agreements 4 3,211 (1,572) 1,639 2 2,450 (1,067) 1,383 PBA member, sponsor & media relationships 7 1,400 (627) 773 8 1,400 (504) 896 Other intangible assets 3 921 (377) 544 4 921 (133) 788 3 50,074 (40,233) 9,841 4 45,844 (32,880) 12,964 Indefinite-lived intangible assets: Liquor licenses 11,145 — 11,145 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 81,145 — 81,145 79,629 — 79,629 $ 131,219 $ (40,233) $ 90,986 $ 125,473 $ (32,880) $ 92,593 |
Schedule of finite-lived intangible asset amortization | The following table shows amortization related to internal use software for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Amortization expense $ 3,019 $ 3,298 $ 2,400 The following table shows amortization expense for finite-lived intangible assets for each reporting period: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Amortization expense $ 7,354 $ 9,461 $ 6,030 |
Schedule of estimated aggregate amortization expense for finite-lived intangibles | The estimated aggregate amortization expense for finite-lived intangibles included in intangible assets in our consolidated Balance Sheet for the next five fiscal years is as follows: 2024 2025 2026 2027 2028 Thereafter Amortization expense $ 6,040 $ 1,607 $ 999 $ 602 $ 293 $ 300 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of July 2, 2023 and July 3, 2022, property and equipment consists of: July 2, 2023 July 3, 2022 Land $ 98,896 $ 77,006 Buildings and improvements 139,402 69,219 Leasehold improvements 383,444 349,534 Equipment, furniture, and fixtures 472,146 375,780 Construction in progress 43,271 15,638 1,137,159 887,177 Accumulated depreciation (439,309) (352,456) Property and equipment, net of accumulated depreciation $ 697,850 $ 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: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Depreciation expense $ 89,558 $ 77,471 $ 67,934 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Leases [Abstract] | |
Schedule of lease cost and cash flow information | The following table summarizes the components of the net lease cost for the fiscal year ended July 2, 2023: Lease Costs: Location on Consolidated Statements of Operations July 2, 2023 Operating Lease Costs: Operating lease costs associated with master leases (1) Primarily cost of revenues $ 21,357 Operating lease costs associated with non-master leases (2) Primarily cost of revenues 41,057 Gains from modifications to operating leases Other operating expense (871) Finance Lease Costs: Amortization of right-of-use assets Primarily cost of revenues 12,743 Interest on lease liabilities Interest expense, net 42,378 Gains from modifications to finance leases Primarily cost of revenues (3,320) Financing Obligation Costs: Interest expense Interest expense, net 223 Gains from modifications to financial liabilities Interest expense, net (1,309) Variable lease cost (3) Primarily cost of revenues 59,315 Short-term lease cost (4) Cost of revenues; SG&A 643 Sublease income Revenues (5,116) Total net lease costs $ 167,100 (1) As a result of the modification events described above for our master leases, previous rent expense associated with the land components is now being recorded as interest and amortization expense for finance leases. (2) This excludes fixed lease costs associated with our master leases (3) This includes variable leases costs such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent (4) Sublease income primarily represents short-term leases with pro-shops and various retail tenants Supplemental cash flow information related to leases for the year ended July 2, 2023: July 2, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows paid for operating leases $ 52,605 Operating cash flows paid for interest portion of finance leases 36,509 Financing cash flows paid for principal portion of finance leases 892 Operating cash flows paid for interest portion of financing obligations 223 Financing cash flows paid for principal portion of finance obligations 11 Other: Operating cash inflows from landlord contributions 490 Purchases of operating lease assets 755 Lease liabilities arising from ROU assets: (1) Operating leases 591,333 Finance leases 656,000 |
Supplemental balance sheet information and weighted average lease term and discount rate | Supplemental balance sheet information related to leases as of July 2, 2023: Balance Sheet Location July 2, 2023 Operating leases: ROU Assets, net Operating lease ROU assets, net $ 449,085 Lease liabilities, Short-term Operating lease liabilities, ST 23,866 Lease liabilities, Long-term Operating lease liabilities, LT 431,295 Finance leases: ROU Assets, net Finance lease ROU assets, net 515,339 Lease liabilities, Short-term Other current liabilities 3,296 Lease liabilities, Long-term Finance lease liabilities, LT 652,450 Financing Obligations: Financing obligation, long-term Other long-term liabilities 9,005 The following table summarizes the weighted average remaining lease term and weighted average remaining discount rate for operating and finance leases as of July 2, 2023: Weighted average remaining lease terms in years July 2, 2023 Operating leases 20.38 Finance leases 32.24 Financing obligations 33.91 Weighted average discount rate Operating leases 7.35 Finance leases 7.54 Financing obligations 4.84 |
Schedule of the future minimum rent payments under operating leases | The following table summarizes the maturity of our operating leases, finance leases, and financing obligations as of July 2, 2023: Operating leases Finance leases Financing obligations 2024 $ 46,896 $ 45,696 $ 411 2025 55,343 46,979 381 2026 51,890 43,148 320 2027 51,492 44,936 344 2028 52,822 49,637 386 Thereafter: 690,973 1,652,345 22,712 Total lease payments 949,416 1,882,741 24,554 Less: imputed interest (494,255) (1,226,995) (15,549) Present value of lease liability: 455,161 655,746 9,005 Less: Short-term lease liability (23,866) (3,296) — Long-term lease liability $ 431,295 $ 652,450 $ 9,005 |
Schedule of the future minimum rent payments under finance leases | The following table summarizes the maturity of our operating leases, finance leases, and financing obligations as of July 2, 2023: Operating leases Finance leases Financing obligations 2024 $ 46,896 $ 45,696 $ 411 2025 55,343 46,979 381 2026 51,890 43,148 320 2027 51,492 44,936 344 2028 52,822 49,637 386 Thereafter: 690,973 1,652,345 22,712 Total lease payments 949,416 1,882,741 24,554 Less: imputed interest (494,255) (1,226,995) (15,549) Present value of lease liability: 455,161 655,746 9,005 Less: Short-term lease liability (23,866) (3,296) — Long-term lease liability $ 431,295 $ 652,450 $ 9,005 |
Schedule of the future minimum payments under finance obligation | The following table summarizes the maturity of our operating leases, finance leases, and financing obligations as of July 2, 2023: Operating leases Finance leases Financing obligations 2024 $ 46,896 $ 45,696 $ 411 2025 55,343 46,979 381 2026 51,890 43,148 320 2027 51,492 44,936 344 2028 52,822 49,637 386 Thereafter: 690,973 1,652,345 22,712 Total lease payments 949,416 1,882,741 24,554 Less: imputed interest (494,255) (1,226,995) (15,549) Present value of lease liability: 455,161 655,746 9,005 Less: Short-term lease liability (23,866) (3,296) — Long-term lease liability $ 431,295 $ 652,450 $ 9,005 |
Summary of operating and capital lease costs | The following table summarizes the Company’s costs for operating and capital leases for the fiscal year ended, July 3, 2022: July 3, 2022 June 27, 2021 Operating Leases Rent expense $ 55,189 $ 58,114 Capital Leases Interest expense $ 39,514 $ 35,599 Amortization expense 12,940 12,870 Total capital lease cost $ 52,454 $ 48,469 |
Schedule of future minimum rental payments under non-cancelable operating lease agreements | Under the previous lease accounting guidance, maturities of operating and capital lease liabilities were as follows as of July 3, 2022: Operating leases Capital leases 2023 $ 49,783 $ 41,261 2024 46,800 42,524 2025 50,345 42,551 2026 47,767 37,426 2027 48,269 39,989 Thereafter 525,028 995,185 Total rent payments $ 767,992 1,198,936 Less: Imputed interest payments for capital leases (798,306) Present value of capital lease obligation $ 400,630 |
Schedule of aggregate maturities of capital lease obligations | Under the previous lease accounting guidance, maturities of operating and capital lease liabilities were as follows as of July 3, 2022: Operating leases Capital leases 2023 $ 49,783 $ 41,261 2024 46,800 42,524 2025 50,345 42,551 2026 47,767 37,426 2027 48,269 39,989 Thereafter 525,028 995,185 Total rent payments $ 767,992 1,198,936 Less: Imputed interest payments for capital leases (798,306) Present value of capital lease obligation $ 400,630 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of table below presents supplemental cash flow | The following summarizes the elements of the Business Combination to the consolidated statement of cash flows, including the transaction funding, sources and uses of cash, and merger-related earnouts and warrants: Recapitalization Cash-Isos Acquisition Corporation Trust $ 254,851 Less: Isos transaction costs paid from Trust (23,869) Less: Redemptions of existing shareholders of Isos (136,569) Net cash proceeds from SPAC shareholders $ 94,413 Cash-PIPE issuance $ 150,604 Cash-Forward issuance 100,000 Net cash proceeds from SPAC shareholders 94,413 Cash-Preferred issuance 95,000 Less: Bowlero transaction costs (20,670) Total cash received, net of transaction costs 419,347 Payoff of preferred stock and accumulated dividends (145,298) Consideration to existing Bowlero shareholders (226,000) Consideration to Bowlero option holders (15,467) Total distributions (386,765) Net cash received $ 32,582 Earnout liability $ 181,113 Warrant liability 22,426 Total liabilities recognized $ 203,539 The table below presents supplemental cash flow information for each reporting period: Fiscal Year Ended July 2, July 3, June 27, Cash paid during the period for: Interest $ 104,167 $ 88,292 $ 81,685 Income taxes, net of refunds 6,640 3,898 818 Noncash investing and financing transactions: Settlement of earnout obligation 184,437 — — Capital expenditures in accounts payable 24,937 8,895 4,193 Change in fair value of interest rate swap and collars 4,608 8,869 8,631 Unsettled treasury stock trade payable 7,118 3,094 — Accrual of paid-in-kind dividends on Series A preferred stock 5,665 6,002 — Excise tax liability accrued on stock repurchases 1,578 — — Capital lease assets obtained in exchange for capital lease liabilities — 7,463 5,401 Modifications of capital lease assets and liabilities — (15,001) 6,971 Issuance of warrants in Business Combination — 22,426 — Issuance of earnout obligation in Business Combination — 181,113 — Warrant redemption — (40,156) — |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | As of July 2, 2023 and July 3, 2022, accounts payable and accrued expenses consist of: July 2, 2023 July 3, 2022 Accounts payable $ 53,513 $ 38,217 Compensation 14,670 15,746 Taxes and licenses 13,076 11,568 Customer deposits 12,703 10,728 Deferred revenue 7,144 6,384 Insurance 6,168 5,229 Utilities 4,607 4,185 Professional fees 4,307 3,062 Interest 904 498 Deferred rent 96 3,252 Other 4,038 2,202 Total accounts payable and accrued expenses $ 121,226 $ 101,071 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt structure | The following table summarizes the Company’s debt structure as of July 2, 2023 and July 3, 2022: July 2, July 3, Amendment No. 8 Term Loan and Incremental Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.65% at July 2, 2023) $ 1,150,000 $ — First Lien Credit Facility Term Loan (Maturing July 3, 2024 and bore variable rate interest of 5.17% at July 3, 2022 — 790,271 Revolver (Maturing December 15, 2026 and bearing variable rate interest; 4.13% at July 3, 2022) — 86,434 Other Equipment Loans 14,662 — 1,164,662 876,705 Less: Unamortized financing costs (16,637) (6,649) Current portion of unamortized financing costs 3,123 3,245 Current maturities of long-term debt (12,461) (8,211) Total long-term debt $ 1,138,687 $ 865,090 |
Schedule of maturities of long-term debt | As of July 2, 2023, minimum repayments of debt by fiscal year were as follows: 2024 $ 12,457 2025 12,520 2026 12,585 2027 12,655 2028 1,105,221 Thereafter 9,224 $ 1,164,662 |
Schedule of interest rate swap and cap agreements | The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the years ended July 2, 2023 and July 3, 2022: Fiscal Year Ended July 2, 2023 July 3, 2022 Balance as of beginning of period $ 210,952 $ — Issuances 174 185,152 Settlements* (184,437) — Changes in fair value 85,352 25,800 Balance as of end of period $ 112,041 $ 210,952 *This represents the settlement of the $15.00 tranche of Earnout Shares. The $17.50 tranche of Earnout Shares has not vested and is still subject to the applicable vesting restrictions See Note 13 - Earnouts . |
Schedule of reclassifications from AOCI into income | The reclassifications from accumulated other comprehensive income (“AOCI”) into income for the interest rate swap and cap agreements which expired in fiscal year 2022 were as follows for each reporting period: July 2, July 3, June 27, Interest expense reclassified from AOCI into net loss $ — $ 8,809 $ 9,002 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of total loss before income taxes consists | Total loss before income taxes consists of: Fiscal Year Ended July 2, July 3, June 27, Loss before tax: U.S. $ (7,054) $ (31,388) $ (123,360) Foreign 4,859 764 (4,136) Total loss before tax $ (2,195) $ (30,624) $ (127,496) |
Schedule of income tax (benefit) expense consists | Income tax benefit consists of the following: Fiscal Year Ended July 2, July 3, June 27, Current income tax provision: Federal $ (1,772) $ 2,481 $ — State and local 3,694 3,601 505 Foreign 313 107 (122) Total current provision 2,235 6,189 383 Deferred income tax provision: Federal (67,871) (6,307) 9 State and local (18,007) (895) (1,707) Foreign (600) 323 280 Total deferred provision (86,478) (6,879) (1,418) Total income tax benefit $ (84,243) $ (690) $ (1,035) |
Schedule of provision for income taxes | The provision for income taxes differs from the amount computed by applying the statutory rate to the loss before income taxes primarily due to the changes in the valuation allowance, state and local taxes and for 2022, items associated with the Business Combination and asset acquisitions and other differences. Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Federal statutory rate $ (459) $ (6,431) $ (26,774) State and local tax net of federal benefit 3,212 6,675 (6,190) Deferred tax asset valuation allowance (135,061) (29,901) 34,060 Business Combination and asset acquisition items, including earnouts 17,924 10,800 — Compensation limited by section 162(m) of the Internal Revenue Code 2,826 17,590 — Uncertain tax positions (27) 1 2 Foreign tax rate difference 369 65 (1,251) Tax credit impact (7,708) — — Write-off of NOL generally due to S382 limitations 41,901 — — NOL and S163(J) increase due to change in estimate (8,221) — — Other 1,001 511 (882) Effective tax rate $ (84,243) $ (690) $ (1,035) |
Schedule of the tax effects of temporary differences and carryforwards | The tax effects of temporary differences and carryforwards that give rise to significant components of deferred income tax assets and liabilities consist of: July 2, 2023 July 3, 2022 Deferred income tax assets: Reserves not currently deductible $ 9,227 $ 21,961 Finance lease liability 40,527 105,157 Net operating loss, interest, and tax credit carryforwards 47,945 109,504 Subtotal 97,699 236,622 Less: Valuation allowance 884 138,605 Total net deferred income tax assets 96,815 98,017 Deferred income tax liabilities: Property and equipment 8,405 83,994 Favorable and unfavorable leases 195 7,827 Goodwill and intangibles 18,568 21,078 Total deferred income tax liabilities 27,168 112,899 Net deferred income tax asset (liabilities) $ 69,647 $ (14,882) |
Schedule of a reconciliation of the beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows: July 2, 2023 July 3, 2022 June 27, Balance at beginning of year $ 27 $ 26 $ 22 Additions for tax positions of prior years — 1 4 Reductions for tax positions of prior years (27) — — Balance at end of year $ — $ 27 $ 26 The amount of unrecognized tax benefits that impacted the effective tax rate at July 2, 2023 was $27. |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrants outstanding | Warrant activity from the Closing Date to July 3, 2022 is as follows: Warrants outstanding at Closing Date Repurchased Exercised (a) Redeemed Warrants outstanding at July 3, 2022 Publicly traded warrants 11,827,864 (2,690,272) (9,128,891) (8,701) — Private placement warrants 3,778,480 — (3,778,480) — — Unvested private placement warrants 1,619,348 — (1,619,348) — — Total 17,225,692 (2,690,272) (14,526,719) (8,701) — _____________ a - As a result of exercising the warrants, 4,266,439 shares of Class A common stock were issued, of which 475,440 shares that were issued in exchange for unvested private placement warrants are subject to additional earnout provisions. Please refer to Note 13 - Earnouts |
Earnouts (Tables)
Earnouts (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Earnouts [Abstract] | |
Schedule Of unvested earnout shares | The following table shows the number of unvested earnout shares outstanding as of the year ended July 2, 2023 and July 3, 2022: Fiscal Year Ended July 2, 2023 July 3, 2022 Number of unvested earnout shares outstanding 11,418,357 22,836,718 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jul. 02, 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 July 2, 2023 and July 3, 2022 are as follows: July 2, 2023 July 3, 2022 Carrying value $ 1,164,662 $ 876,705 Fair value 1,158,912 841,637 |
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 July 2, 2023 and July 3, 2022: July 2, 2023 Level 1 Level 2 Level 3 Total Interest rate collars $ — $ 4,608 $ — $ 4,608 Total assets $ — $ 4,608 $ — $ 4,608 Earnout shares $ — $ — $ 112,041 $ 112,041 Total liabilities $ — $ — $ 112,041 $ 112,041 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 earn-out shares was established using a Monte Carlo simulation Model (level 3 inputs). The key inputs into the Monte Carlo simulations as of July 2, 2023 and July 3, 2022 were as follows: July 2, 2023 July 3, 2022 Expected term in years 3.45 4.45 Expected volatility 65% 55% Risk-free interest rate 4.41% 2.87% Stock price $ 11.64 $ 11.00 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 years ended July 2, 2023 and July 3, 2022: Fiscal Year Ended July 2, 2023 July 3, 2022 Balance as of beginning of period $ 210,952 $ — Issuances 174 185,152 Settlements* (184,437) — Changes in fair value 85,352 25,800 Balance as of end of period $ 112,041 $ 210,952 *This represents the settlement of the $15.00 tranche of Earnout Shares. The $17.50 tranche of Earnout Shares has not vested and is still subject to the applicable vesting restrictions See Note 13 - Earnouts . |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock options outstanding | A summary of the 2017 Plan stock options outstanding at July 2, 2023, July 3, 2022 and June 27, 2021, and changes during the years then ended is presented below: Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at June 28, 2020 49,789,060 $ 8.53 9.00 Granted 68,513 3.25 Forfeited and cancelled (526,093) 3.12 Outstanding at June 27, 2021 49,331,480 $ 8.58 9.13 Exercised - stock (10,436,555) 3.25 $ 70,576 Repurchased - cash (639,122) — $ 4,362 Forfeited and cancelled (17,962,453) 13.53 Outstanding at July 3, 2022 20,293,350 $ 7.16 9.48 Exercised - stock (227,424) 3.15 $ 2,494 Outstanding at July 2, 2023 20,065,926 $ 7.20 8.49 $ 89,005 Vested as of July 2, 2023 20,065,926 7.20 8.49 $ 89,005 Exercisable as of July 2, 2023 20,065,926 7.20 8.49 $ 89,005 A summary of stock options outstanding under the 2021 Plan at July 2, 2023 and July 3, 2022, and changes during the period then ended is presented below: Number of Weighted Weighted Aggregate Intrinsic Value Outstanding at June 28, 2021 — $ — Granted 9,415,912 13.72 Outstanding at July 3, 2022 9,415,912 $ 13.72 9.45 Granted 444,115 17.50 Outstanding at July 2, 2023 9,860,027 $ 13.89 8.51 $ 3,962 Vested as of July 2, 2023 1,249,246 $ 10.00 9.53 $ 2,049 Exercisable as of July 2, 2023 1,249,246 $ 10.00 9.53 $ 2,049 |
Schedule of fair value of options at the date of grant was estimated using the Black-Scholes | The fair value of options at the date of grant was estimated using the Black-Scholes model with the following ranges of weighted average assumptions: Options granted during the fiscal year ended June 27, 2021 Expected term in years 5.00 Interest rate 0.54 % Volatility 71.5 % Dividend yield — July 2, 2023 July 3, 2022 Expected term in years 10.00 6.68 Interest rate 3.39 % 1.39 % Volatility 50.0 % 55.6 % Dividend yield — — |
Schedule of RSU activity | The following table presents a summary of RSUs subject to time-based service conditions and changes during the period then ended is presented below as of July 2, 2023 and July 3, 2022: Number of Weighted Outstanding at June 28, 2021 — $ — Granted 947,325 9.72 Forfeited (29,700) 9.67 Outstanding at July 3, 2022 917,625 $ 9.72 Granted 275,679 13.24 Vested (394,875) 9.79 Forfeited (82,560) 10.30 Outstanding at July 2, 2023 715,869 $ 10.97 Number of Weighted Outstanding at June 28, 2021 — $ — Granted 152,370 8.16 Forfeited (23,034) 8.16 Outstanding at July 3, 2022 129,336 $ 8.16 Vested (61,414) 8.45 Forfeited (12,770) 8.16 Outstanding at July 2, 2023 55,152 $ 7.86 Number of Weighted Outstanding at June 28, 2021 — $ — Granted 266,775 6.64 Forfeited (9,900) 6.64 Outstanding at July 3, 2022 256,875 $ 6.64 Granted 69,449 10.51 Forfeited (34,520) 7.16 Outstanding at July 2, 2023 291,804 $ 7.50 |
Schedule of total compensation cost by plan | As of July 2, 2023, the total compensation cost not yet recognized is as follows: Award Plan Unrecognized Compensation Cost Weighted Average Remaining Period of Recognition Stock options 2021 Plan $ 31,032 3.41 Service based RSUs 2021 Plan 5,743 1.78 Market and service based RSUs 2021 Plan 1,351 1.89 Earnout RSUs 2021 Plan 300 3.45 Employee stock purchase plan 378 0.50 Total unrecognized compensation cost $ 38,804 3.11 Share-based compensation recognized in the consolidated statement of operations is as follows: Fiscal Year Ended Award Plan July 2, July 3, June 27, Performance-based options 2017 Plan $ — $ 24,516 $ — Time-based options 2017 Plan — 952 3,164 Stock options 2021 Plan 9,708 8,505 — Service based RSUs 2021 Plan 4,267 1,711 — Market and service based RSUs 2021 Plan 630 208 — Earnout RSUs 2021 Plan 538 116 — Share-based bonus — — 14,228 — ESPP — 599 — — Total stock based compensation expense $ 15,742 $ 50,236 $ 3,164 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Jul. 02, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | The computation of basic and diluted net income (loss) per Class A and B common share is as follows: Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Class A Class B Total Class A Class B Total Class A Class B Total Numerator Net income (loss) allocated to common stockholders $ 34,805 $ 18,531 $ 53,336 $ (32,198) $ (7,969) $ (40,167) $ (134,476) $ — $ (134,476) Denominator Weighted-average common shares outstanding 108,006,545 57,502,334 165,508,879 124,920,063 30,917,091 155,837,154 146,848,329 — 146,848,329 Net income (loss) per share, basic $ 0.32 $ 0.32 $ 0.32 $ (0.26) $ (0.26) $ (0.26) $ (0.92) $ — $ (0.92) For the fiscal year ended July 2, 2023, weighted-average Series A preferred stock of 15,147,840 (as converted) was used in the calculation for the allocation of undistributed earnings between Class A, Class B, and Series A preferred stock. Fiscal Year Ended July 2, 2023 July 3, 2022 June 27, 2021 Class A Class B Total Class A Class B Total Class A Class B Total Numerator Net income (loss) allocated to common stockholders $ 34,805 $ 18,531 $ 53,336 $ (32,198) $ (7,969) $ (40,167) $ (134,476) $ — $ (134,476) Denominator Weighted-average common shares outstanding 108,006,545 57,502,334 165,508,879 124,920,063 30,917,091 155,837,154 146,848,329 — 146,848,329 Impact of incremental shares 2,998,686 7,313,831 10,312,517 * * * * * * Total 111,005,231 64,816,165 175,821,396 124,920,063 30,917,091 155,837,154 146,848,329 — 146,848,329 Net income (loss) per share, diluted $ 0.31 $ 0.29 $ 0.30 $ (0.26) $ (0.26) $ (0.26) $ (0.92) $ — $ (0.92) Anti-dilutive shares excluded from diluted calculation* 16,116,589 9,647,657 *The impact of potentially dilutive convertible preferred stock, service based RSUs, market and 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. |
Description of Business - Sched
Description of Business - Schedule of Description of Business (Details) | Jul. 02, 2023 center |
Description of Business (Details) - Schedule of description of business [Line Items] | |
Bowling centers (in centers) | 328 |
United States | |
Description of Business (Details) - Schedule of description of business [Line Items] | |
Bowling centers (in centers) | 322 |
Mexico | |
Description of Business (Details) - Schedule of description of business [Line Items] | |
Bowling centers (in centers) | 4 |
Canada | |
Description of Business (Details) - Schedule of description of business [Line Items] | |
Bowling centers (in centers) | 2 |
Bowlero | United States | |
Description of Business (Details) - Schedule of description of business [Line Items] | |
Bowling centers (in centers) | 203 |
AMF & other | United States | |
Description of Business (Details) - Schedule of description of business [Line Items] | |
Bowling centers (in centers) | 119 |
Description of Business - Narra
Description of Business - Narrative (Details) | 12 Months Ended |
Jul. 02, 2023 segment | |
Accounting Policies [Abstract] | |
Number of reporting segments (in segments) | 1 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |||||
Jul. 02, 2023 USD ($) center lease_agreement renewal_option segment | Jul. 03, 2022 USD ($) | Jun. 27, 2021 USD ($) | Oct. 31, 2022 renewal_option | Jul. 04, 2022 USD ($) | Jun. 28, 2020 USD ($) | |
Significant Accounting Policies (Details) [Line Items] | ||||||
Recapitalization exchange ratio | 24.841 | |||||
Cash equivalents | $ 166,510 | $ 88,067 | ||||
Current assets | 5,892 | 676 | ||||
Leasehold improvement allowances | 14,254 | |||||
Internal use software, net | 17,914 | 11,423 | ||||
Asset impairment | 1,601 | 1,548 | $ 386 | |||
Gross estimated liabilities | 18,050 | 15,797 | ||||
Self-insured claims | $ 4,374 | 4,414 | ||||
Recognized income tax | 50% | |||||
Advertising expenses | $ 7,016 | 3,942 | 3,576 | |||
Other operating income | 20,188 | |||||
Number of Reporting Units | segment | 1 | |||||
Stockholders' equity (deficit) | $ 155,221 | (13,682) | (275,866) | $ 150,064 | ||
Assets | 2,841,274 | 1,854,425 | ||||
Liabilities | $ 2,541,724 | 1,662,105 | ||||
Number of master lease agreements | lease_agreement | 3 | |||||
Number of bowling centers under master leases (in centers) | center | 200 | |||||
Number of renewal options | renewal_option | 8 | 8 | ||||
Nondeductible excise tax | $ 1,578 | |||||
Master Lease Agreement Ending In 2047 | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Number of master lease agreements | lease_agreement | 2 | |||||
Number of renewal options | renewal_option | 8 | |||||
Operating lease renewal term | 10 years | |||||
Master Lease Agreement Ending In 2044 | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Number of renewal options | renewal_option | 8 | |||||
Operating lease renewal term | 10 years | |||||
Retained Earnings | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Stockholders' equity (deficit) | $ (219,659) | (312,851) | $ (266,472) | $ (102,710) | ||
Adjustment | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Stockholders' equity (deficit) | 11,144 | |||||
Assets | $ 450,029 | |||||
Liabilities | 438,885 | |||||
Adjustment | Retained Earnings | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Stockholders' equity (deficit) | 11,144 | $ 11,144 | ||||
Minimum | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Interest rate | 20% | |||||
Weighted average life (in years) | 3 years | |||||
Finite-lived intangible assets useful lives | 1 year | |||||
Maximum | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Interest rate | 50% | |||||
Weighted average life (in years) | 5 years | |||||
Finite-lived intangible assets useful lives | 8 years | |||||
Cash and cash equivalents | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Cash equivalents total | $ 9,066 | $ 8,688 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of estimated useful lives of property and equipment (Details) | Jul. 02, 2023 |
Minimum | Buildings and improvements | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 2 years |
Minimum | Leasehold improvements | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Minimum | Equipment, furniture, and fixtures | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 2 years |
Maximum | Buildings and improvements | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 39 years |
Maximum | Leasehold improvements | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Maximum | Equipment, furniture, and fixtures | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of internal use software amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Accounting Policies [Abstract] | |||
Amortization expense | $ 3,019 | $ 3,298 | $ 2,400 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Accounting Policies [Abstract] | |||
Asset impairment | $ 1,601 | $ 1,548 | $ 386 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of advertising expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Accounting Policies [Abstract] | |||
Advertising expenses | $ 7,016 | $ 3,942 | $ 3,576 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of revenue disaggregated by major revenue categories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues amount | $ 1,058,790 | $ 911,705 | $ 395,234 |
Total revenues percentage | 100% | 100% | 100% |
Bowling | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues amount | $ 518,428 | $ 452,349 | $ 203,730 |
Total revenues percentage | 49% | 50% | 52% |
Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues amount | $ 372,607 | $ 321,441 | $ 128,393 |
Total revenues percentage | 35% | 35% | 32% |
Amusement and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues amount | $ 144,208 | $ 118,940 | $ 48,414 |
Total revenues percentage | 14% | 13% | 12% |
Media | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues amount | $ 23,547 | $ 18,975 | $ 14,697 |
Total revenues percentage | 2% | 2% | 4% |
Business Combinations and Acq_3
Business Combinations and Acquisitions - Schedule of merger to the consolidated statement of cash flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Total cash received, net of transaction costs | $ 111,664 | $ 72,652 | $ 4,892 |
Net loss attributable to common stockholders, basic | 53,336 | $ (40,167) | $ (134,476) |
Isos Acquisition Corporation Trust | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Cash | 254,851 | ||
Recapitalization | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Less: Isos transaction costs paid from Trust | (23,869) | ||
Less: Redemptions of existing shareholders of Isos | (136,569) | ||
Net cash proceeds from SPAC shareholders | 94,413 | ||
Less: Bowlero transaction costs | (20,670) | ||
Total cash received, net of transaction costs | 419,347 | ||
Payoff of preferred stock and accumulated dividends | (145,298) | ||
Consideration to existing Bowlero shareholders | (226,000) | ||
Consideration to Bowlero option holders | (15,467) | ||
Net loss attributable to common stockholders, basic | (386,765) | ||
Net cash received | 32,582 | ||
Earnout liability | 181,113 | ||
Warrant liability | 22,426 | ||
Total liabilities recognized | 203,539 | ||
PIPE | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Cash | 150,604 | ||
Forward | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Cash | 100,000 | ||
PIPE preferred | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Cash | $ 95,000 |
Business Combinations and Acq_4
Business Combinations and Acquisitions - Narrative (Details) $ in Thousands | 12 Months Ended | |||||
Jul. 03, 2022 USD ($) | Jun. 30, 2024 USD ($) | Jul. 02, 2023 USD ($) acquisition center shares | Jul. 03, 2022 USD ($) center | Jun. 27, 2021 USD ($) | Dec. 15, 2021 shares | |
Merger and Acquisitions (Details) [Line Items] | ||||||
Vested option shares (in shares) | shares | 1,068,884 | |||||
Common stock shares outstanding (in shares) | shares | 165,378,145 | |||||
Warrants outstanding (in shares) | shares | 0 | 17,225,692 | ||||
Transaction cost | $ 2,956 | $ 2,956 | ||||
Goodwill deductible for tax purposes | 8,097 | $ 11,422 | 8,097 | |||
Contingent consideration | 1,470 | |||||
Settlement of contingent consideration | $ 1,000 | $ 0 | $ 0 | |||
PIPE | ||||||
Merger and Acquisitions (Details) [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 17,225,692 | |||||
2023 business combinations | ||||||
Merger and Acquisitions (Details) [Line Items] | ||||||
Number of bowling centers acquired | center | 16 | |||||
Consideration transferred | $ 83,454 | $ 111,664 | ||||
Consideration transferred, final | $ 83,454 | |||||
Number of acquisitions with only preliminary purchase allocation (in acquisitions) | acquisition | 3 | |||||
Consideration transferred, preliminary | $ 28,210 | |||||
2022 business combinations | ||||||
Merger and Acquisitions (Details) [Line Items] | ||||||
Number of bowling centers acquired | center | 8 | |||||
Consideration transferred | $ 72,737 | |||||
Contingent consideration | $ 1,470 | |||||
Lucky Strike Entertainment, LLC | Forecast | Subsequent Event | ||||||
Merger and Acquisitions (Details) [Line Items] | ||||||
Consideration transferred | $ 90,000 | |||||
Class A common stock | ||||||
Merger and Acquisitions (Details) [Line Items] | ||||||
Common stock shares issued (in shares) | shares | 107,066,302 | |||||
Class B common stock | ||||||
Merger and Acquisitions (Details) [Line Items] | ||||||
Common stock shares issued (in shares) | shares | 58,311,203 |
Business Combinations and Acq_5
Business Combinations and Acquisitions - Schedule of business combinations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | ||||
Goodwill | $ 742,669 | $ 753,538 | $ 742,669 | $ 726,156 |
Goodwill, adjustment | (340) | (193) | ||
Components of consideration transferred | ||||
Contingent consideration | 1,470 | |||
2023 business combinations | ||||
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | ||||
Current assets | 122 | 151 | 122 | |
Current assets, adjustment | 29 | |||
Property and equipment | 70,565 | 94,786 | 70,565 | |
Property and equipment, adjustment | 24,221 | |||
Operating Lease ROU | 5,031 | 5,031 | 5,031 | |
Operating Lease ROU, adjustment | 0 | |||
Finance Lease ROU | 6,445 | 6,445 | 6,445 | |
Finance Lease ROU, adjustment | 0 | |||
Identifiable intangible assets | 4,680 | 5,450 | 4,680 | |
Identifiable intangible assets, adjustment | 770 | |||
Goodwill | 7,901 | 11,209 | 7,901 | |
Goodwill, adjustment | 3,308 | |||
Total assets acquired | 94,744 | 123,072 | 94,744 | |
Total assets acquired, adjustment | 28,328 | |||
Current liabilities | (974) | (1,092) | (974) | |
Current liabilities, adjustment | (118) | |||
Operating Lease Liabilities | (3,871) | (3,871) | (3,871) | |
Operating Lease Liabilities, adjustment | 0 | |||
Finance Lease Liabilities | (6,445) | (6,445) | (6,445) | |
Finance Lease Liabilities, adjustment | 0 | |||
Total liabilities assumed | (11,290) | (11,408) | (11,290) | |
Total liabilities assumed, adjustment | (118) | |||
Total fair value, net of cash acquired | 83,454 | 111,664 | 83,454 | |
Total fair value, net of cash acquired, adjustment | 28,210 | |||
Cash | 81 | |||
Components of consideration transferred | ||||
Cash | 80,339 | 107,584 | ||
Cash, adjustment | 27,245 | |||
Holdback | 3,115 | 4,080 | ||
Holdback, adjustment | 965 | |||
Total consideration transferred | 83,454 | 111,664 | ||
Total consideration transferred, adjustment | 28,210 | |||
Transaction expenses included in "other operation expense" in the consolidated statement of operations | 571 | 948 | ||
Transaction expenses included in "other operation expense" in the consolidated statement of operations, adjustment | $ 377 | |||
2022 business combinations | ||||
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | ||||
Current assets | 2,547 | 2,547 | ||
Property and equipment | 50,011 | 50,011 | ||
Identifiable intangible assets | 4,020 | 4,020 | ||
Goodwill | 16,706 | 16,706 | ||
Total assets acquired | 73,284 | 73,284 | ||
Current liabilities | (547) | (547) | ||
Total liabilities assumed | (547) | (547) | ||
Total fair value, net of cash acquired | $ 72,737 | 72,737 | ||
Cash | 49 | |||
Components of consideration transferred | ||||
Cash | 69,259 | |||
Holdback | 2,008 | |||
Contingent consideration | 1,470 | |||
Total consideration transferred | 72,737 | |||
Transaction expenses included in "other operation expense" in the consolidated statement of operations | $ 1,121 |
Business Combinations and Acq_6
Business Combinations and Acquisitions - Schedule of asset acquisition (Details) $ in Thousands | 12 Months Ended |
Jul. 02, 2023 USD ($) | |
Merger and Acquisitions (Details) - Schedule of asset acquisition [Line Items] | |
Asset Acquisition, Current Assets | $ 2,954 |
Property, Plant and Equipment, Additions | 48,685 |
Indefinite-Lived Intangible Assets Acquired | 2,235 |
Asset Acquisition, Assets Held For Sale | 10,985 |
Asset Acquisition, Current Liabilities | (1,507) |
Asset Acquisition, Deferred Tax Liability, Net | (9,107) |
Asset Acquisition, Assets Acquired And Liabilities Assumed, Net | 54,245 |
Bowl America [Member] | |
Merger and Acquisitions (Details) - Schedule of asset acquisition [Line Items] | |
Asset Acquisition, Current Assets | 2,949 |
Property, Plant and Equipment, Additions | 40,121 |
Indefinite-Lived Intangible Assets Acquired | 1,099 |
Asset Acquisition, Assets Held For Sale | 10,985 |
Asset Acquisition, Current Liabilities | (1,426) |
Asset Acquisition, Deferred Tax Liability, Net | (9,107) |
Asset Acquisition, Assets Acquired And Liabilities Assumed, Net | 44,621 |
Other Asset Acquisition [Member] | |
Merger and Acquisitions (Details) - Schedule of asset acquisition [Line Items] | |
Asset Acquisition, Current Assets | 5 |
Property, Plant and Equipment, Additions | 8,564 |
Indefinite-Lived Intangible Assets Acquired | 1,136 |
Asset Acquisition, Assets Held For Sale | 0 |
Asset Acquisition, Current Liabilities | (81) |
Asset Acquisition, Deferred Tax Liability, Net | 0 |
Asset Acquisition, Assets Acquired And Liabilities Assumed, Net | $ 9,624 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 02, 2023 | Jul. 03, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 742,669 | $ 726,156 |
Goodwill resulting from acquisitions | 11,209 | 16,706 |
Adjustments to preliminary fair values for prior year acquisitions | (340) | (193) |
Ending balance | $ 753,538 | $ 742,669 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 02, 2023 | Jul. 03, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 3 years | 4 years |
Gross carrying amount | $ 50,074 | $ 45,844 |
Accumulated amortization | (40,233) | (32,880) |
Net carrying amount | 9,841 | 12,964 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 81,145 | 79,629 |
Gross carrying amount | 131,219 | 125,473 |
Net carrying amount | 90,986 | 92,593 |
Liquor licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 11,145 | 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] | ||
Weighted average life (in years) | 1 year | 2 years |
Gross carrying amount | $ 9,900 | $ 9,900 |
Accumulated amortization | (9,253) | (8,593) |
Net carrying amount | $ 647 | $ 1,307 |
Bowlmor trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 0 years | 0 years |
Gross carrying amount | $ 6,500 | $ 6,500 |
Accumulated amortization | (6,500) | (6,500) |
Net carrying amount | $ 0 | $ 0 |
Other acquisition trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 3 years | 4 years |
Gross carrying amount | $ 2,630 | $ 1,761 |
Accumulated amortization | (1,423) | (651) |
Net carrying amount | $ 1,207 | $ 1,110 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 2 years | 2 years |
Gross carrying amount | $ 23,712 | $ 21,112 |
Accumulated amortization | (18,755) | (13,989) |
Net carrying amount | $ 4,957 | $ 7,123 |
Management contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 2 years | 2 years |
Gross carrying amount | $ 1,800 | $ 1,800 |
Accumulated amortization | (1,726) | (1,443) |
Net carrying amount | $ 74 | $ 357 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 4 years | 2 years |
Gross carrying amount | $ 3,211 | $ 2,450 |
Accumulated amortization | (1,572) | (1,067) |
Net carrying amount | $ 1,639 | $ 1,383 |
PBA member, sponsor & media relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 7 years | 8 years |
Gross carrying amount | $ 1,400 | $ 1,400 |
Accumulated amortization | (627) | (504) |
Net carrying amount | $ 773 | $ 896 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average life (in years) | 3 years | 4 years |
Gross carrying amount | $ 921 | $ 921 |
Accumulated amortization | (377) | (133) |
Net carrying amount | $ 544 | $ 788 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Finite-lived intangible asset amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 7,354 | $ 9,461 | $ 6,030 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future amortization expense (Details) $ in Thousands | Jul. 02, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 6,040 |
2024 | 1,607 |
2025 | 999 |
2026 | 602 |
2027 | 293 |
Thereafter | $ 300 |
Property and Equipment - Schedu
Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,137,159 | $ 887,177 |
Accumulated depreciation | (439,309) | (352,456) |
Property and equipment, net of accumulated depreciation | 697,850 | 534,721 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 98,896 | 77,006 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 139,402 | 69,219 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 383,444 | 349,534 |
Equipment, furniture, and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 472,146 | 375,780 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 43,271 | $ 15,638 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of depreciation expense related to property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 89,558 | $ 77,471 | $ 67,934 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Property, Plant and Equipment [Abstract] | ||
Total assets held | $ 2,069 | $ 8,789 |
Liquor licenses | $ 115 | $ 315 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2023 USD ($) lease_agreement | Dec. 31, 2022 USD ($) center | Oct. 31, 2022 USD ($) renewal_option lease_agreement | Jul. 02, 2023 USD ($) center renewal_option | Jul. 02, 2023 USD ($) center renewal_option | Jul. 03, 2022 USD ($) | |
Operating Leased Assets [Line Items] | ||||||
Number of bowling centers under master leases (in centers) | center | 200 | 200 | ||||
Accrued rent | $ 26,417 | |||||
Reduction of rent expense | 7,470 | |||||
Lessee, Operating Lease, Lease Agreement With Modification | lease_agreement | 2 | 2 | ||||
Lessee, Operating Lease, Number Of Renewal Options That Will Be Exercised | renewal_option | 1 | 1 | 1 | |||
Number of renewal options | renewal_option | 8 | 8 | 8 | |||
Finance lease right of use assets, net | $ 515,339 | $ 515,339 | 0 | |||
Finance lease liability | 655,746 | 655,746 | ||||
Sale leaseback, number of bowling centers added | center | 2 | |||||
Finance obligation | $ 10,363 | 9,005 | 9,005 | |||
Future lease obligations on leases that have yet to commence | 33,223 | 33,223 | ||||
Lease Modification | ||||||
Operating Leased Assets [Line Items] | ||||||
Adjustment in operating lease liability | $ 40,764 | 5,403 | $ 102,321 | 76,561 | ||
Adjustment in operating lease asset | 40,764 | $ 5,403 | 102,321 | 76,561 | ||
Finance lease right of use assets, net | 28,609 | 33,135 | 63,652 | 63,652 | ||
Finance lease liability | $ 27,206 | $ 31,413 | $ 63,634 | 63,634 | ||
Other Lease Modification | ||||||
Operating Leased Assets [Line Items] | ||||||
Adjustment in operating lease liability | (21,475) | |||||
Adjustment in operating lease asset | $ (21,475) | |||||
Cost of Revenues | ||||||
Operating Leased Assets [Line Items] | ||||||
Reduction of rent expense | 5,603 | |||||
Selling, General and Administrative Expenses | ||||||
Operating Leased Assets [Line Items] | ||||||
Reduction of rent expense | 1,867 | |||||
Assets held under capital leases | ||||||
Operating Leased Assets [Line Items] | ||||||
Increase (decrease) in accumulated depreciation, depletion and amortization | $ 47,298 |
Leases - Lease costs (Details)
Leases - Lease costs (Details) $ in Thousands | 12 Months Ended |
Jul. 02, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease costs associated with master leases | $ 21,357 |
Operating lease costs associated with non-master leases | 41,057 |
Gains from modifications to operating leases | (871) |
Amortization of right-of-use assets | 12,743 |
Interest on lease liabilities | 42,378 |
Gains from modifications to finance leases | (3,320) |
Interest expense | 223 |
Gains from modifications to financial liabilities | (1,309) |
Variable lease cost | 59,315 |
Short-term lease cost | 643 |
Sublease income | (5,116) |
Total net lease costs | $ 167,100 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow (Details) $ in Thousands | 12 Months Ended |
Jul. 02, 2023 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows paid for operating leases | $ 52,605 |
Operating cash flows paid for interest portion of finance leases | 36,509 |
Financing cash flows paid for principal portion of finance leases | 892 |
Operating cash flows paid for interest portion of financing obligations | 223 |
Financing cash flows paid for principal portion of finance obligations | 11 |
Other: | |
Operating cash inflows from landlord contributions | 490 |
Purchases of operating lease assets | 755 |
Lease liabilities arising from ROU assets: Operating leases | 591,333 |
Lease liabilities arising from ROU assets: Finance leases | $ 656,000 |
Leases - Supplementary balance
Leases - Supplementary balance sheet information (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Operating leases: | ||
ROU Assets, net | $ 449,085 | $ 0 |
Lease liabilities, Short-term | 23,866 | 0 |
Lease liabilities, Long-term | 431,295 | 0 |
Finance leases: | ||
ROU Assets, net | 515,339 | 0 |
Lease liabilities, Short-term | $ 3,296 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | |
Lease liabilities, Long-term | $ 652,450 | $ 0 |
Financing obligation, long-term | $ 9,005 |
Leases - Weighted average term
Leases - Weighted average term and discount rate (Details) | Jul. 02, 2023 |
Weighted average remaining lease terms in years | |
Operating leases | 20 years 4 months 17 days |
Finance leases | 32 years 2 months 26 days |
Financing obligations | 33 years 10 months 28 days |
Weighted average discount rate | |
Operating leases | 7.35% |
Finance leases | 7.54% |
Financing obligations | 4.84% |
Leases - Summary of maturity fo
Leases - Summary of maturity for operating and finance leases and finance obligation (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Dec. 31, 2022 | Jul. 03, 2022 |
Operating leases | |||
2024 | $ 46,896 | ||
2025 | 55,343 | ||
2026 | 51,890 | ||
2027 | 51,492 | ||
2028 | 52,822 | ||
Thereafter: | 690,973 | ||
Total lease payments | 949,416 | ||
Less: imputed interest | (494,255) | ||
Present value of lease liability: | 455,161 | ||
Less: Short-term lease liability | (23,866) | $ 0 | |
Long-term lease liability | 431,295 | 0 | |
Finance leases | |||
2024 | 45,696 | ||
2025 | 46,979 | ||
2026 | 43,148 | ||
2027 | 44,936 | ||
2028 | 49,637 | ||
Thereafter: | 1,652,345 | ||
Total lease payments | 1,882,741 | ||
Less: imputed interest | (1,226,995) | ||
Present value of lease liability: | 655,746 | ||
Less: Short-term lease liability | (3,296) | ||
Long-term lease liability | 652,450 | $ 0 | |
Financing obligations | |||
2024 | 411 | ||
2025 | 381 | ||
2026 | 320 | ||
2027 | 344 | ||
2028 | 386 | ||
Thereafter: | 22,712 | ||
Total lease payments | 24,554 | ||
Less: imputed interest | (15,549) | ||
Present value of lease liability: | 9,005 | $ 10,363 | |
Less: Short-term lease liability | 0 | ||
Long-term lease liability | $ 9,005 |
Leases - Operating and capital
Leases - Operating and capital leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 03, 2022 | Jun. 27, 2021 | |
Operating Leases | ||
Rent expense | $ 55,189 | $ 58,114 |
Capital Leases | ||
Interest expense | 39,514 | 35,599 |
Amortization expense | 12,940 | 12,870 |
Total capital lease cost | $ 52,454 | $ 48,469 |
Leases - Future minimum rental
Leases - Future minimum rental payments (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Operating leases | ||
2023 | $ 49,783 | |
2024 | 46,800 | |
2025 | 50,345 | |
2026 | 47,767 | |
2027 | 48,269 | |
Thereafter | 525,028 | |
Total rent payments | $ 767,992 | |
Capital leases | ||
2023 | 41,261 | |
2024 | 42,524 | |
2025 | 42,551 | |
2026 | 37,426 | |
2027 | 39,989 | |
Thereafter | 995,185 | |
Total rent payments | 1,198,936 | |
Less: Imputed interest payments for capital leases | $ (798,306) | |
Present value of capital lease obligation | $ 400,630 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of supplemental cash flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Cash paid during the period for: | |||
Interest | $ 104,167 | $ 88,292 | $ 81,685 |
Income taxes, net of refunds | 6,640 | 3,898 | 818 |
Noncash investing and financing transactions: | |||
Settlement of earnout obligation | 184,437 | 0 | 0 |
Capital expenditures in accounts payable | 24,937 | 8,895 | 4,193 |
Change in fair value of interest rate swap and collars | 4,608 | 8,869 | 8,631 |
Unsettled treasury stock trade payable | 7,118 | 3,094 | 0 |
Accrual of paid-in-kind dividends on Series A preferred stock | 5,665 | 6,002 | 0 |
Excise tax liability accrued on stock repurchases | 1,578 | 0 | 0 |
Capital lease assets obtained in exchange for capital lease liabilities | 0 | 7,463 | 5,401 |
Modifications of capital lease assets and liabilities | 0 | (15,001) | 6,971 |
Issuance of warrants in Business Combination | 0 | 22,426 | 0 |
Issuance of earnout obligation in Business Combination | 0 | 181,113 | 0 |
Warrant redemption | $ 0 | $ (40,156) | $ 0 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 53,513 | $ 38,217 |
Compensation | 14,670 | 15,746 |
Taxes and licenses | 13,076 | 11,568 |
Customer deposits | 12,703 | 10,728 |
Deferred revenue | 7,144 | 6,384 |
Insurance | 6,168 | 5,229 |
Utilities | 4,607 | 4,185 |
Professional fees | 4,307 | 3,062 |
Interest | 904 | 498 |
Deferred rent | 96 | 3,252 |
Other | 4,038 | 2,202 |
Total accounts payable and accrued expenses | $ 121,226 | $ 101,071 |
Debt - Schedule of debt structu
Debt - Schedule of debt structure (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 1,164,662 | $ 876,705 |
Less: | ||
Unamortized financing costs | (16,637) | (6,649) |
Current portion of unamortized financing costs | 3,123 | 3,245 |
Current maturities of long-term debt | (12,461) | (8,211) |
Total long-term debt | $ 1,138,687 | 865,090 |
Term Loan | Amendment No. 8 Term Loan | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Interest rate | 8.65% | |
Long-term debt, gross | $ 1,150,000 | $ 0 |
Term Loan | First Lien Credit Facility Term Loan | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Interest rate | 5.17% | |
Long-term debt, gross | 0 | $ 790,271 |
Line of Credit | Revolver | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Interest rate | 4.13% | |
Long-term debt, gross | 0 | $ 86,434 |
Other Equipment Loans | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 14,662 | $ 0 |
Debt - Schedule of minimum repa
Debt - Schedule of minimum repayments of debt (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 12,457 | |
2025 | 12,520 | |
2026 | 12,585 | |
2027 | 12,655 | |
2028 | 1,105,221 | |
Thereafter | 9,224 | |
Total | $ 1,164,662 | $ 876,705 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jun. 13, 2023 USD ($) | Feb. 08, 2023 USD ($) | Aug. 19, 2022 USD ($) | Dec. 17, 2021 | Jul. 02, 2023 USD ($) | Jul. 03, 2022 USD ($) | Jun. 27, 2021 USD ($) | Apr. 04, 2023 | Mar. 31, 2023 USD ($) derivative_instrument | |
Debt [Line Items] | |||||||||
Principal payments | $ 2,053 | ||||||||
Outstanding standby letters of credit | $ 10,386 | $ 9,136 | |||||||
Liabilities | $ 4,608 | ||||||||
Debt Instrument, Revolver, Utilization Percentage | 0.35 | ||||||||
Interest Rate Collar | |||||||||
Debt [Line Items] | |||||||||
Derivative, Number of Instruments Held | derivative_instrument | 2 | ||||||||
Derivative, Notional Amount | $ 800,000 | ||||||||
Interest Rate Collar One | |||||||||
Debt [Line Items] | |||||||||
Derivative, Notional Amount | 400,000 | ||||||||
Interest Rate Collar Two | |||||||||
Debt [Line Items] | |||||||||
Derivative, Notional Amount | $ 400,000 | ||||||||
Term Loan | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 1,150,000 | ||||||||
Amendment No. 8 Term Loan | Term Loan | |||||||||
Debt [Line Items] | |||||||||
Principal payments | $ 2,250 | ||||||||
Debt Instrument, Interest Period | 1 month | ||||||||
Debt Instrument, Face Amount | $ 900,000 | ||||||||
Interest rate | 8.65% | ||||||||
Amendment No. 8 Term Loan | Term Loan | Debt Instrument, Interest Period One | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Period | 1 month | ||||||||
Amendment No. 8 Term Loan | Term Loan | Debt Instrument, Interest Period Two | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Period | 3 months | ||||||||
Amendment No. 8 Term Loan | Term Loan | Debt Instrument, Interest Period Three | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Period | 6 months | ||||||||
Equipment Loan Agreement | Loans Payable | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 15,350 | ||||||||
Debt Instrument, Periodic Payment | $ 153 | ||||||||
Amendment No. 9 Term Loan | Term Loan | |||||||||
Debt [Line Items] | |||||||||
Principal payments | 2,875 | ||||||||
Debt Instrument, Face Amount | 250,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt [Line Items] | |||||||||
Line Of Credit Facility, Additional Borrowing Capacity | 35,000 | $ 35,000 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 235,000 | $ 200,000 | |||||||
Repayments of Lines of Credit | $ 100,000 | $ 186,434 | $ 0 | $ 0 | |||||
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% | ||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Collar | |||||||||
Debt [Line Items] | |||||||||
Interest rate | 5.50% | ||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Collar One | |||||||||
Debt [Line Items] | |||||||||
Derivative, Floor Interest Rate | 0.9429% | ||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Collar Two | |||||||||
Debt [Line Items] | |||||||||
Derivative, Floor Interest Rate | 0.9355% | ||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Amendment No. 8 Term Loan | Term Loan | |||||||||
Debt [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Maximum | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Leverage Ratio | 6 |
Debt - Reclassifications from A
Debt - Reclassifications from AOCI into income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense reclassified from AOCI into net loss | $ (82,048) | $ 29,934 | $ 126,461 |
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 | $ 8,809 | $ 9,002 |
Income Taxes - Schedule of tota
Income Taxes - Schedule of total loss before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (7,054) | $ (31,388) | $ (123,360) |
Foreign | 4,859 | 764 | (4,136) |
Loss before income tax benefit | $ (2,195) | $ (30,624) | $ (127,496) |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income tax (benefit) expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Current income tax provision: | |||
Federal | $ (1,772) | $ 2,481 | $ 0 |
State and local | 3,694 | 3,601 | 505 |
Foreign | 313 | 107 | (122) |
Total current provision | 2,235 | 6,189 | 383 |
Deferred income tax provision: | |||
Federal | (67,871) | (6,307) | 9 |
State and local | (18,007) | (895) | (1,707) |
Foreign | (600) | 323 | 280 |
Total deferred provision | (86,478) | (6,879) | (1,418) |
Total | $ (84,243) | $ (690) | $ (1,035) |
Income Taxes - Schedule of prov
Income Taxes - Schedule of provision for income taxes (Details) - USD ($) | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal statutory rate | $ (459,000) | $ (6,431,000) | $ (26,774,000) |
State and local tax net of federal benefit | 3,212,000 | 6,675,000 | (6,190,000) |
Deferred tax asset valuation allowance | (135,061,000) | (29,901,000) | 34,060,000 |
Business Combination and asset acquisition items, including earnouts | 17,924,000 | 10,800,000 | 0 |
Compensation limited by section 162(m) of the Internal Revenue Code | 2,826,000 | 17,590,000 | 0 |
Uncertain tax positions | (27,000) | 1,000 | 2,000 |
Foreign tax rate difference | 369,000 | 65,000 | (1,251,000) |
Tax credit impact | (7,708,000) | 0 | 0 |
Write-off of NOL generally due to S382 limitations | 41,901,000 | 0 | 0 |
NOL and S163(J) increase due to change in estimate | (8,221,000) | 0 | 0 |
Other | 1,001,000 | 511,000 | (882,000) |
Total | $ (84,243,000) | $ (690,000) | $ (1,035,000) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax receivable | $ 2,507 | $ 2,507 | $ 147 | |
Current tax liability | 267 | 267 | ||
Income tax liability | 27 | |||
U.S. tax credit carryforwards | 6,205 | 6,205 | 209 | |
U.S. federal net operating loss carryforwards | 143,277 | 143,277 | 460,572 | |
Interest carryforward | 36,203 | 36,203 | 20,825 | |
NOL carryforward not subject to expiration | 35,653 | 35,653 | ||
NOL carryforward subject to limitation | 36,745 | 36,745 | ||
Deferred tax assets | 96,815 | 96,815 | 98,017 | |
Unrecognized tax benefits that impacted the effective tax rate | 27 | 27 | ||
Deferred taxes | (86,478) | (6,879) | $ (1,418) | |
Valuation allowance | 884 | 884 | 138,605 | |
Current income tax payable | 2,417 | |||
NOL and S163(J) increase due to change in estimate | (8,221) | 0 | 0 | |
Valuation Allowance [Line Items] | ||||
Release of valuation allowance | 135,061 | |||
Tax credit impact | 7,708 | $ 0 | $ 0 | |
Tax Year 2023 | ||||
Valuation Allowance [Line Items] | ||||
Tax credit impact | $ 2,274 | |||
OCI Impact on Implementation of FAS 842 and Foreign Exchange/Other Adjustments | ||||
Valuation Allowance [Line Items] | ||||
Release of valuation allowance | $ 2,660 |
Income Taxes - Schedule of the
Income Taxes - Schedule of the tax effects of temporary differences and carryforwards (Details) - USD ($) $ in Thousands | Jul. 02, 2023 | Jul. 03, 2022 |
Deferred income tax assets: | ||
Reserves not currently deductible | $ 9,227 | $ 21,961 |
Finance lease liability | 40,527 | 105,157 |
Net operating loss, interest, and tax credit carryforwards | 47,945 | 109,504 |
Subtotal | 97,699 | 236,622 |
Less: Valuation allowance | 884 | 138,605 |
Total net deferred income tax assets | 96,815 | 98,017 |
Deferred income tax liabilities: | ||
Property and equipment | 8,405 | 83,994 |
Favorable and unfavorable leases | 195 | 7,827 |
Goodwill and intangibles | 18,568 | 21,078 |
Total deferred income tax liabilities | 27,168 | 112,899 |
Net deferred income tax asset (liabilities) | $ 69,647 | |
Net deferred income tax asset (liabilities) | $ 14,882 |
Income Taxes - Schedule of th_2
Income Taxes - Schedule of the reconciliation of unrecognized tax benefits (Details) - USD ($) | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 27,000 | $ 26,000 | $ 22,000 |
Additions for tax positions of prior years | 0 | 1,000 | 4,000 |
Reductions for tax positions of prior years | 27,000 | 0 | 0 |
Balance at end of year | $ 0 | $ 27,000 | $ 26,000 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - Age Discrimination Claims for 2016-2019 with EEOC | Jul. 02, 2023 claim charge |
Commitments and Contingencies (Details) [Line Items] | |
Number of pending claims (in claims) | claim | 73 |
Number of probable cause charges (in charges) | charge | 55 |
Warrants - Schedule of warrants
Warrants - Schedule of warrants outstanding (Details) - shares | 7 Months Ended | 12 Months Ended |
Jul. 03, 2022 | Jul. 02, 2023 | |
Warrant Activity [Roll Forward] | ||
Beginning balance, outstanding (in shares) | 17,225,692 | |
Repurchased (in shares) | (2,690,272) | |
Exercised (in shares) | (14,526,719) | |
Redeemed (in shares) | (8,701) | |
Ending balance, outstanding (in shares) | 0 | |
Publicly traded warrants | ||
Warrant Activity [Roll Forward] | ||
Beginning balance, outstanding (in shares) | 11,827,864 | |
Repurchased (in shares) | (2,690,272) | |
Exercised (in shares) | (9,128,891) | (9,128,891) |
Redeemed (in shares) | (8,701) | (8,701) |
Ending balance, outstanding (in shares) | 0 | |
Private placement warrants | ||
Warrant Activity [Roll Forward] | ||
Beginning balance, outstanding (in shares) | 3,778,480 | |
Repurchased (in shares) | 0 | |
Exercised (in shares) | (3,778,480) | (5,397,828) |
Redeemed (in shares) | 0 | |
Ending balance, outstanding (in shares) | 0 | |
Unvested private placement warrants | ||
Warrant Activity [Roll Forward] | ||
Beginning balance, outstanding (in shares) | 1,619,348 | |
Repurchased (in shares) | 0 | |
Exercised (in shares) | (1,619,348) | |
Redeemed (in shares) | 0 | |
Ending balance, outstanding (in shares) | 0 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) | 7 Months Ended | 12 Months Ended | |||
Jul. 03, 2022 | Jul. 02, 2023 | Jul. 03, 2022 | May 16, 2023 | Apr. 27, 2022 | |
Warrants [Line Items] | |||||
Common stock issued in exchange for warrants (in shares) | 475,440 | ||||
Authorized amount | $ 200,000,000 | ||||
Repurchased (in shares) | 2,690,272 | ||||
Exercised (in shares) | 14,526,719 | ||||
Warrants redeemed (in shares) | 8,701 | ||||
Class A common stock | |||||
Warrants [Line Items] | |||||
Shares issued, warrant redemption (in shares) | 4,266,439 | ||||
Purchase of warrants (in shares) | 4,266,439 | ||||
Class A common stock | Ordinary Shares | |||||
Warrants [Line Items] | |||||
Shares issued, warrant redemption (in shares) | 4,266,439 | ||||
Publicly traded warrants | |||||
Warrants [Line Items] | |||||
Repurchased (in shares) | 2,690,272 | ||||
Exercised (in shares) | 9,128,891 | 9,128,891 | |||
Warrants redeemed (in shares) | 8,701 | 8,701 | |||
Private placement warrants | |||||
Warrants [Line Items] | |||||
Repurchased (in shares) | 0 | ||||
Exercised (in shares) | 3,778,480 | 5,397,828 | |||
Warrants redeemed (in shares) | 0 | ||||
Public and private warrants | |||||
Warrants [Line Items] | |||||
Redemption price of warrants or rights (in dollars per share) | $ 0.10 | $ 12.0985 | |||
Redemption of warrants or rights, shares received (in shares) | 0.2936 | ||||
Unvested private placement warrants | |||||
Warrants [Line Items] | |||||
Repurchased (in shares) | 0 | ||||
Exercised (in shares) | 1,619,348 | ||||
Warrants redeemed (in shares) | 0 |
Earnouts - Schedule of unvested
Earnouts - Schedule of unvested earnout shares (Details) - shares | Jul. 02, 2023 | Jul. 03, 2022 |
Earnout shares | ||
Earnouts (Details) [Line Items] | ||
Number of unvested shares outstanding | 11,418,357 | 22,836,718 |
Earnouts - Narrative (Details)
Earnouts - Narrative (Details) | 12 Months Ended | |
Mar. 02, 2023 shares | Jul. 02, 2023 USD ($) tradingDay $ / shares 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 | $ | $ 55,152 | |
Earnout shares | ||
Earnouts [Line Items] | ||
Vested (in shares) | 11,418,361 | |
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 common stock | ||
Earnouts [Line Items] | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Price per unit (in dollars per share) | $ / shares | 17.50 | |
Class A common stock | 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 | Jul. 02, 2023 | Jul. 03, 2022 |
Carrying value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt | $ 1,164,662 | $ 876,705 |
Fair value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt | $ 1,158,912 | $ 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 | Jul. 02, 2023 | Jul. 03, 2022 |
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Interest rate collars | $ 4,608 | |
Total assets | 4,608 | |
Earnout shares | 112,041 | $ 210,952 |
Contingent consideration | 1,470 | |
Total liabilities | 112,041 | 212,422 |
Level 1 | ||
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Interest rate collars | 0 | |
Total assets | 0 | |
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] | ||
Interest rate collars | 4,608 | |
Total assets | 4,608 | |
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] | ||
Interest rate collars | 0 | |
Total assets | 0 | |
Earnout shares | 112,041 | 210,952 |
Contingent consideration | 1,470 | |
Total liabilities | $ 112,041 | $ 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) | Jul. 02, 2023 yr $ / shares | Jul. 03, 2022 yr $ / shares |
Expected term in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
45109 | yr | 3.45 | 4.45 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
45109 | 0.65 | 0.55 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
45109 | 0.0441 | 0.0287 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
45109 | $ / shares | 11.64 | 11 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
45109 | 0 | 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of changes in the estimated fair value (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jul. 02, 2023 | Jul. 03, 2022 | |
Earnout shares | Tranche One | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price (in dollars per share) | $ 15 | |
Earnout shares | Tranche Two | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price (in dollars per share) | $ 17.50 | |
Earnout | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of beginning of period | $ 210,952 | $ 0 |
Issuances | 174 | 185,152 |
Settlements | (184,437) | 0 |
Changes in fair value | 85,352 | 25,800 |
Balance as of end of period | $ 112,041 | $ 210,952 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Stockholders' Equity - Narrative (Details) | 12 Months Ended | |||
Jul. 02, 2023 USD ($) class tradingDay $ / shares shares | Jul. 03, 2022 USD ($) shares | Sep. 06, 2023 USD ($) | May 16, 2023 USD ($) | |
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | ||||
Number of stock classes (in classes) | class | 3 | |||
Total authorized shares (in shares) | 2,400,000,000 | |||
Conversion ratio | 1 | |||
Equity voting power, percentage | 50% | |||
Dividend rate percentage | 5.50% | |||
Liquidation preference per share | $ / shares | $ 1,000 | |||
Conversion price percentage | 130% | |||
Trading day threshold (in trading days) | tradingDay | 20 | |||
Consecutive trading day threshold (in trading days) | tradingDay | 30 | |||
Authorized amount | $ | $ 200,000,000 | |||
Remaining balance under repurchase plan | $ | $ 159,499,000 | |||
Share repurchases | $ | $ 100,844,000 | $ 34,557,000 | ||
Shares held in treasury (in shares) | 11,312,302 | 3,430,667 | ||
Subsequent Event | ||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | ||||
Authorized amount | $ | $ 200,000,000 | |||
Business combination | ||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | ||||
Outstanding voting securities | 50% | |||
Class A common stock | ||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | ||||
Common stock, shares authorized (in shares) | 2,000,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock shares issued (in shares) | 107,666,301 | 110,395,630 | ||
Shares subject to possible forfeiture (in shares) | 1,595,930 | 3,209,972 | ||
Voting rights, description | one | |||
Shares repurchased (in shares) | 7,881,635 | |||
Share repurchases | $ | $ 100,027,000 | |||
Average purchase price (in dollars per share) | $ / shares | $ 12.69 | |||
Average purchase price (in dollars per share) | $ / shares | $ 11.90 | |||
Shares held in treasury (in shares) | 11,312,302 | |||
Total cumulative amount of shares repurchased including tax impact | $ | $ 134,585,000 | |||
Class B common stock | ||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | ||||
Common stock, shares authorized (in shares) | 200,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock shares issued (in shares) | 60,819,437 | 55,911,203 | ||
Common stock shares outstanding (in shares) | 60,819,437 | 55,911,203 | ||
Voting rights, description | ten | |||
Series A preferred stock | ||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | ||||
Preferred stock shares authorized (in shares) | 200,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 136,373 | 200,000 | ||
Preferred stock, shares outstanding (in shares) | 136,373 | 200,000 | ||
Preferred stock dividends declared per share (in dollars per share) | $ / shares | $ 29.10 | |||
Preferred stock dividends paid per share (in dollars per share) | $ / shares | $ 29.10 | |||
Cash dividends paid to date | $ | $ 3,969,000 | |||
Cumulative dividends | $ | 5,665,000 | $ 6,002,000 | ||
Cash settlement of shares repurchased | $ | $ 80,823,000 | |||
Series A preferred stock | Preferred stock | ||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | ||||
Number of shares repurchased (in shares) | 63,627 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) | 12 Months Ended | ||||||
Jan. 01, 2022 shares | Jul. 02, 2023 USD ($) shares | Jul. 03, 2022 USD ($) | Jun. 27, 2021 USD ($) | Dec. 14, 2021 USD ($) shares | Jan. 07, 2020 shares | Sep. 29, 2017 shares | |
Stock Based Compensation (Details) [Line Items] | |||||||
Stock-based compensation expense | $ 15,742,000 | $ 50,236,000 | $ 3,164,000 | ||||
Vested options (in shares) | shares | 665,912 | ||||||
Compensation cost of share-based bonus | $ 14,228,000 | ||||||
Shares based bonus (in shares) | shares | 1,422,813 | ||||||
Earnout RSUs | |||||||
Stock Based Compensation (Details) [Line Items] | |||||||
Weighted Average Period over which its expected to be recognized | 5 years | ||||||
Service period | 5 years | ||||||
Employee stock purchase plan | |||||||
Stock Based Compensation (Details) [Line Items] | |||||||
Aggregate maximum number of shares provided (in shares) | shares | 4,926,989 | ||||||
Stock-based compensation expense | $ 599,000 | 0 | 0 | ||||
Percentage of additional shares authorized | 0.01 | ||||||
Additional shares authorized (in shares) | shares | 1,753,487 | ||||||
2017 Plan | |||||||
Stock Based Compensation (Details) [Line Items] | |||||||
Aggregate maximum number of shares provided (in shares) | shares | 50,581,181 | 16,316,506 | |||||
Weighted Average Period over which its expected to be recognized | 12 years | ||||||
Vesting period | 4 years | ||||||
Repurchases in period | 4,362,000 | ||||||
2017 Plan | Earnout RSUs | |||||||
Stock Based Compensation (Details) [Line Items] | |||||||
Stock-based compensation expense | $ 538,000 | 116,000 | 0 | ||||
2017 Plan | Performance-based options | |||||||
Stock Based Compensation (Details) [Line Items] | |||||||
Stock-based compensation expense | $ 0 | $ 24,516,000 | $ 0 | ||||
2021 Plan | |||||||
Stock Based Compensation (Details) [Line Items] | |||||||
Aggregate maximum number of shares provided (in shares) | shares | 30,781,879 | ||||||
Weighted Average Period over which its expected to be recognized | 10 years | ||||||
Shares of common stock (in shares) | $ 26,446,033 | ||||||
Compensation cost of vested options | $ 3,323,000 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | Jun. 28, 2020 | |
2017 Plan | ||||
Number of Options | ||||
Outstanding at beginning of year (in shares) | 20,293,350 | 49,331,480 | 49,789,060 | |
Granted (in shares) | (68,513) | |||
Exercised - stock (in shares) | (227,424) | (10,436,555) | ||
Repurchased - cash (in shares) | (639,122) | |||
Forfeited and cancelled (in shares) | (17,962,453) | (526,093) | ||
Outstanding at end of year (in shares) | 20,065,926 | 20,293,350 | 49,331,480 | 49,789,060 |
Vested (in shares) | 20,065,926 | |||
Exercisable (in shares) | 20,065,926 | |||
Weighted Average Exercise Price Per Share | ||||
Outstanding, beginning balance (in dollars per share) | $ 7.16 | $ 8.58 | $ 8.53 | |
Granted (in dollars per share) | 3.25 | |||
Exercised - stock (in dollars per share) | 3.15 | 3.25 | ||
Repurchased - cash (in dollars per share) | 0 | |||
Forfeited and cancelled (in dollars per share) | 13.53 | 3.12 | ||
Outstanding, ending balance (in dollars per share) | 7.20 | $ 7.16 | $ 8.58 | $ 8.53 |
Vested (in dollars per share) | 7.20 | |||
Exercisable (in dollars per share) | $ 7.20 | |||
Weighted Average Remaining Contractual Term | ||||
Outstanding | 8 years 5 months 26 days | 9 years 5 months 23 days | 9 years 1 month 17 days | 9 years |
Vested | 8 years 5 months 26 days | |||
Exercisable | 8 years 5 months 26 days | |||
Aggregate Intrinsic Value | ||||
Exercised - stock | $ 2,494 | $ 70,576 | ||
Repurchased - cash | $ 4,362 | |||
Outstanding | 89,005 | |||
Vested | 89,005 | |||
Exercisable | $ 89,005 | |||
2021 Plan | ||||
Number of Options | ||||
Outstanding at beginning of year (in shares) | 9,415,912 | 0 | ||
Granted (in shares) | (444,115) | (9,415,912) | ||
Outstanding at end of year (in shares) | 9,860,027 | 9,415,912 | 0 | |
Vested (in shares) | 1,249,246 | |||
Exercisable (in shares) | 1,249,246 | |||
Weighted Average Exercise Price Per Share | ||||
Outstanding, beginning balance (in dollars per share) | $ 13.72 | $ 0 | ||
Granted (in dollars per share) | 17.50 | 13.72 | ||
Outstanding, ending balance (in dollars per share) | 13.89 | $ 13.72 | $ 0 | |
Vested (in dollars per share) | 10 | |||
Exercisable (in dollars per share) | $ 10 | |||
Weighted Average Remaining Contractual Term | ||||
Outstanding | 8 years 6 months 3 days | 9 years 5 months 12 days | ||
Vested | 9 years 6 months 10 days | |||
Exercisable | 9 years 6 months 10 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 3,962 | |||
Vested | 2,049 | |||
Exercisable | $ 2,049 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of fair value of options at the date of grant was estimated using the Black-Scholes (Details) | 12 Months Ended | |
Jul. 02, 2023 | Jul. 03, 2022 | |
2017 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years | |
Risk-free interest rate | 0.54% | |
Expected volatility | 71.50% | |
Dividend yield | 0% | |
2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 10 years | 6 years 8 months 4 days |
Risk-free interest rate | 3.39% | 1.39% |
Expected volatility | 50% | 55.60% |
Dividend yield | 0% | 0% |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of RSU activity (Details) - $ / shares | 12 Months Ended | |
Jul. 02, 2023 | Jul. 03, 2022 | |
Time-based RSUs | ||
Number of Units | ||
Outstanding, beginning balance (in shares) | 917,625 | 0 |
Granted (in shares) | 275,679 | 947,325 |
Vested (in shares) | (394,875) | |
Forfeited (in shares) | (82,560) | (29,700) |
Outstanding, ending balance (in shares) | 715,869 | 917,625 |
Weighted Average Grant Date Fair Value Per Share | ||
Outstanding, beginning balance (in dollars per share) | $ 9.72 | $ 0 |
Granted (in dollars per share) | 13.24 | 9.72 |
Vested (in dollars per share) | 9.79 | |
Forfeited (in dollars per share) | 10.30 | 9.67 |
Outstanding, ending balance (in dollars per share) | $ 10.97 | $ 9.72 |
Earnout RSUs | ||
Number of Units | ||
Outstanding, beginning balance (in shares) | 129,336 | 0 |
Granted (in shares) | 152,370 | |
Vested (in shares) | (61,414) | |
Forfeited (in shares) | (12,770) | (23,034) |
Outstanding, ending balance (in shares) | 55,152 | 129,336 |
Weighted Average Grant Date Fair Value Per Share | ||
Outstanding, beginning balance (in dollars per share) | $ 8.16 | $ 0 |
Granted (in dollars per share) | 8.16 | |
Vested (in dollars per share) | 8.45 | |
Forfeited (in dollars per share) | 8.16 | 8.16 |
Outstanding, ending balance (in dollars per share) | $ 7.86 | $ 8.16 |
RSUs subject to market and service conditions | ||
Number of Units | ||
Outstanding, beginning balance (in shares) | 256,875 | 0 |
Granted (in shares) | 69,449 | 266,775 |
Forfeited (in shares) | (34,520) | (9,900) |
Outstanding, ending balance (in shares) | 291,804 | 256,875 |
Weighted Average Grant Date Fair Value Per Share | ||
Outstanding, beginning balance (in dollars per share) | $ 6.64 | $ 0 |
Granted (in dollars per share) | 10.51 | 6.64 |
Forfeited (in dollars per share) | 7.16 | 6.64 |
Outstanding, ending balance (in dollars per share) | $ 7.50 | $ 6.64 |
Stock Based Compensation - Tota
Stock Based Compensation - Total compensation cost by plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 38,804 | ||
Weighted Average Remaining Period of Recognition | 3 years 1 month 9 days | ||
Stock-based compensation expense | $ 15,742 | $ 50,236 | $ 3,164 |
Stock options | 2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 31,032 | ||
Weighted Average Remaining Period of Recognition | 3 years 4 months 28 days | ||
Stock options | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 9,708 | 8,505 | 0 |
Service based RSUs | 2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 5,743 | ||
Weighted Average Remaining Period of Recognition | 1 year 9 months 10 days | ||
Service based RSUs | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4,267 | 1,711 | 0 |
Market and service based RSUs | 2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 1,351 | ||
Weighted Average Remaining Period of Recognition | 1 year 10 months 20 days | ||
Market and service based RSUs | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 630 | 208 | 0 |
Earnout RSUs | 2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 300 | ||
Weighted Average Remaining Period of Recognition | 3 years 5 months 12 days | ||
Earnout RSUs | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 538 | 116 | 0 |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 378 | ||
Weighted Average Remaining Period of Recognition | 6 months | ||
Stock-based compensation expense | $ 599 | 0 | 0 |
Performance-based options | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 0 | 24,516 | 0 |
Time-based options | 2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 0 | 952 | 3,164 |
Share-based bonus | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 14,228 | $ 0 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jul. 02, 2023 | Jul. 03, 2022 | Jun. 27, 2021 | |
Numerator | |||
Net loss allocated to stockholders, basic | $ 53,336 | $ (40,167) | $ (134,476) |
Net loss allocated to stockholders, diluted | $ 53,336 | $ (40,167) | $ (134,476) |
Denominator | |||
Weighted-average shares outstanding, basic (in shares) | 165,508,879 | 155,837,154 | 146,848,329 |
Impact of incremental shares (in shares) | 10,312,517 | ||
Weighted-average shares outstanding, diluted (in shares) | 175,821,396 | 155,837,154 | 146,848,329 |
Net loss per share | |||
Net loss per share, basic (in dollars per share) | $ 0.32 | $ (0.26) | $ (0.92) |
Net loss per share, diluted (in dollars per share) | $ 0.30 | $ (0.26) | $ (0.92) |
Anti-dilutive shares excluded from diluted calculation (in shares) | 16,116,589 | 9,647,657 | |
Class A common stock | |||
Numerator | |||
Net loss allocated to stockholders, basic | $ 34,805 | $ (32,198) | $ (134,476) |
Net loss allocated to stockholders, diluted | $ 34,805 | $ (32,198) | $ (134,476) |
Denominator | |||
Weighted-average shares outstanding, basic (in shares) | 108,006,545 | 124,920,063 | 146,848,329 |
Impact of incremental shares (in shares) | 2,998,686 | ||
Weighted-average shares outstanding, diluted (in shares) | 111,005,231 | 124,920,063 | 146,848,329 |
Net loss per share | |||
Net loss per share, basic (in dollars per share) | $ 0.32 | $ (0.26) | $ (0.92) |
Net loss per share, diluted (in dollars per share) | $ 0.31 | $ (0.26) | $ (0.92) |
Class B common stock | |||
Numerator | |||
Net loss allocated to stockholders, basic | $ 18,531 | $ (7,969) | $ 0 |
Net loss allocated to stockholders, diluted | $ 18,531 | $ (7,969) | $ 0 |
Denominator | |||
Weighted-average shares outstanding, basic (in shares) | 57,502,334 | 30,917,091 | 0 |
Impact of incremental shares (in shares) | 7,313,831 | ||
Weighted-average shares outstanding, diluted (in shares) | 64,816,165 | 30,917,091 | 0 |
Net loss per share | |||
Net loss per share, basic (in dollars per share) | $ 0.32 | $ (0.26) | $ 0 |
Net loss per share, diluted (in dollars per share) | $ 0.29 | $ (0.26) | $ 0 |
Series A preferred stock | |||
Net loss per share | |||
Weighted-average shares used in allocation of undistributed earnings (in shares) | 15,147,840 |