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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-40142

Bowlero_Corporation_Logo (1).jpg
___________________________________
BOWLERO CORP.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware98-1632024
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
7313 Bell Creek Road
Mechanicsville, Virginia
23111
(Address of Principal Executive Offices)(Zip Code)
(804) 417-2000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock,
par value $0.0001 per share
BOWLThe New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The registrant had outstanding 88,394,235 shares of Class A common stock, 58,519,437 shares of Class B common stock, and 117,087 shares of Series A preferred stock as of October 30, 2024.


Table of Contents
Page
Part I - Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II - Other Information
Item 1.
Item 1A.
Item 2.
Item 6.

i

Bowlero Corp.
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
Item 1. Condensed Financial Statements
September 29, 2024June 30,
2024
Assets
Current assets:
Cash and cash equivalents$38,448 $66,972 
Accounts and notes receivable, net 5,666 6,757 
Inventories, net13,650 13,171 
Prepaid expenses and other current assets30,365 25,316 
Assets held-for-sale20 1,746 
Total current assets88,149 113,962 
Property and equipment, net892,782 887,738 
Operating lease right of use assets554,474 559,168 
Finance lease right of use assets, net520,218 524,392 
Intangible assets, net45,111 47,051 
Goodwill833,961 833,888 
Deferred income tax asset122,847 112,106 
Other assets34,884 35,730 
Total assets$3,092,426 $3,114,035 
Liabilities, Temporary Equity and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses$146,022 $135,784 
Current maturities of long-term debt9,106 9,163 
Current obligations of operating lease liabilities28,811 28,460 
Other current liabilities8,381 9,399 
Total current liabilities192,320 182,806 
Long-term debt, net1,130,141 1,129,523 
Long-term obligations of operating lease liabilities567,209 561,916 
Long-term obligations of finance lease liabilities681,222 680,213 
Long-term financing obligations442,980 440,875 
Earnout liability88,741 137,636 
Other long-term liabilities26,093 26,471 
Deferred income tax liabilities4,129 4,447 
Total liabilities3,132,835 3,163,887 
Commitments and Contingencies (Note 8)
1

September 29, 2024June 30,
2024
Temporary Equity
Series A preferred stock$123,918 $127,410 
Stockholders’ Deficit
Class A common stock11 11 
Class B common stock6 6 
Additional paid-in capital509,929 510,675 
Treasury stock, at cost(392,735)(385,015)
Accumulated deficit(280,064)(303,159)
Accumulated other comprehensive (loss) income(1,474)220 
Total stockholders’ deficit(164,327)(177,262)
Total liabilities, temporary equity and stockholders’ deficit$3,092,426 $3,114,035 
See accompanying notes to unaudited condensed consolidated financial statements.
2

Bowlero Corp.
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended
September 29,
2024
October 1,
2023
Revenues
Bowling$122,203 $116,430 
Food & beverage88,039 74,913 
Amusement & other49,953 36,062 
Total revenues260,195 227,405 
Costs and expenses
Location operating costs, excluding depreciation and amortization86,228 73,373 
Location payroll and benefit costs67,436 63,054 
Location food and beverage costs20,530 16,685 
Selling, general and administrative expenses, excluding depreciation and amortization34,811 38,124 
Depreciation and amortization36,983 31,352 
Loss (gain) on impairment and disposal of fixed assets, net1,472 (1)
Other operating income, net(211)(538)
Total costs and expenses247,249 222,049 
Operating income12,946 5,356 
Other (income) expenses
Interest expense, net48,670 37,449 
Change in fair value of earnout liability(48,921)(40,682)
Other expense 53 
Total other income(251)(3,180)
Income before income tax benefit13,197 8,536 
Income tax benefit(9,898)(9,683)
Net income23,095 18,219 
Series A preferred stock dividends(2,214)(1,962)
Earnings allocated to Series A preferred stock (1,293)(1,049)
Net income attributable to common stockholders$19,588 $15,208 
Net income per share attributable to Class A and B common stockholders
Basic$0.13 $0.09 
Diluted$0.13 $0.09 
Weighted-average shares used in computing net income per share attributable to common stockholders
Basic145,766,779 160,929,391 
Diluted154,957,384 168,903,508 
See accompanying notes to unaudited condensed consolidated financial statements.
3

Bowlero Corp.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands)
(Unaudited)
Three Months Ended
September 29,
2024
October 1,
2023
Net income $23,095 $18,219 
Other comprehensive loss, net of income tax:
Unrealized loss on derivatives(709)(340)
Foreign currency translation adjustment(985)(487)
Other comprehensive loss(1,694)(827)
Total comprehensive income$21,401 $17,392 
See accompanying notes to unaudited condensed consolidated financial statements.
4

Bowlero Corp.
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ (Deficit) Equity
(Amounts in thousands, except share amounts)
(Unaudited)

Series A preferred stockClass A
common Stock
Class B
common Stock
Treasury stockAdditional
Paid-in
capital
Accumulated
deficit
Accumulated
other
comprehensive
income
Total
stockholders’
equity
SharesAmountSharesAmountSharesAmountSharesAmount
Balance, July 2, 2023136,373 $144,329 107,666,301 $11 60,819,437 $6 11,312,302 $(135,401)$506,112 $(219,659)$4,152 $155,221 
Net income— — — — — 18,219 — 18,219 
Foreign currency translation adjustment— — — — — — (487)(487)
Unrealized loss on derivatives— — — — — — (340)(340)
Conversion of Class B common stock into Class A common stock— 2,300,000— (2,300,000)— — — — — — 
Share-based compensation— 15,489— — — 1,823 — — 1,823 
Repurchase of Class A common stock into Treasury stock— (12,131,185)(1)— 12,131,185 (132,662)— — — (132,663)
Balance, October 1, 2023136,373$144,329 97,850,605$10 58,519,437$6 23,443,487$(268,063)$507,935 $(201,440)$3,325 $41,773 
Series A preferred stockClass A
common Stock
Class B
common Stock
Treasury stockAdditional
Paid-in
capital
Accumulated
deficit
Accumulated
other
comprehensive
(loss) income
Total
stockholders’
deficit
SharesAmountSharesAmountSharesAmountSharesAmount
Balance, June 30, 2024120,387 $127,410 88,854,487 $11 58,519,437 $6 34,071,295 $(385,015)$510,675 $(303,159)$220 (177,262)
Net income— — — — — 23,095 — 23,095 
Foreign currency translation adjustment— — — — — — (985)(985)
Unrealized loss on derivatives— — — — — — (709)(709)
Settlement of Series A preferred stock(3,300)(3,492)269,886— — — 3,492 — — 3,492 
Share-based compensation— 26,656— — — 4,314 — — 4,314 
Cash dividends— — — — (8,552)— — (8,552)
Repurchase of Class A common stock into Treasury stock— (702,194)— — 702,194 (7,720)— — — (7,720)
Balance, September 29, 2024117,087$123,918 88,448,835$11 58,519,437$6 34,773,489$(392,735)$509,929 $(280,064)$(1,474)$(164,327)
See accompanying notes to unaudited condensed consolidated financial statements.
5

Bowlero Corp.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
Three Months Ended
September 29,
2024
October 1,
2023
Operating activities
Net income$23,095 $18,219 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization36,983 31,352 
Loss (gain) on impairment and disposal of fixed assets, net1,472 (1)
Income from equity method investment(60)(71)
Amortization of deferred financing costs938 846 
Non-cash interest expense on finance lease obligation3,333 935 
Reduction of operating lease right of use assets8,513 7,822 
Non-cash portion of gain on lease modification (499)
Deferred income taxes(10,474)(9,697)
Share-based compensation4,503 1,911 
Distributions from equity method investments62 72 
Change in fair value of earnout liability(48,921)(40,682)
Changes in assets and liabilities, net of business acquisitions:
Accounts receivable and notes receivable, net1,099 (995)
Inventories(483)(1,178)
Prepaids, other current assets and other assets(9,329)(1,913)
Accounts payable and accrued expenses13,418 16,613 
Operating lease liabilities6,017 (7,093)
Other current liabilities(182)(163)
Other long-term liabilities(571)605 
Net cash provided by operating activities29,413 16,083 
Investing activities
Purchases of property and equipment(41,579)(50,674)
Purchases of intangible assets (112)
Proceeds from sale of property and equipment1,655  
Proceeds from sale of intangibles 65 
Acquisitions, net of cash acquired (125,855)
Net cash used in investing activities(39,924)(176,576)
6

Three Months Ended
September 29,
2024
October 1,
2023
Financing activities
Repurchase of Class A common stock into Treasury stock$(7,646)$(130,140)
Payments for tax withholdings on share-based compensation(164)(84)
Payment of cash dividends(8,552) 
Payment of long-term debt(249)(3,109)
Payment on finance leases(1,381)(1,576)
Proceeds on finance leases334  
Proceeds from Revolver draws 140,000 
Payment of deferred financing costs(148) 
Net cash (used in) provided by financing activities(17,806)5,091 
Effect of exchange rates on cash(207)(143)
Net decrease in cash and cash equivalents(28,524)(155,545)
Cash and cash equivalents at beginning of period66,972 195,633 
Cash and cash equivalents at end of period$38,448 $40,088 
See accompanying notes to unaudited condensed consolidated financial statements.
7


Bowlero Corp.
8

Bowlero Corp.
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
(1) Description of Business and Significant Accounting Policies
Bowlero Corp., a Delaware corporation, and its subsidiaries (referred to herein as, the “Company”, “Bowlero”, “we,” “us” and “our”) is one of the world’s premier operators of location-based entertainment.
The Company operates location-based entertainment venues under different brand names. Our AMF and Bowl America branded locations are traditional bowling centers, while the Bowlero and Lucky Strike branded locations 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 locations are more upscale and some Bowlero branded locations are more traditional. The Company also operates other forms of location-based entertainment, such as Octane Raceway and Raging Waves water park. All of our locations, regardless of branding, are managed in a fully integrated and consistent basis since all of our locations are in the same business of operating location-based entertainment.
Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
Change in Presentation: The Company made a change to its condensed consolidated statements of operations presentation in order to enhance our disclosures by disaggregating previously combined revenues and costs of revenues, reclassifying depreciation and amortization to be a separate financial statement line item, and reclassifying certain amounts to selling, general, and administrative expenses. The change in presentation will enhance the comparability of our financial statements with industry peers and present a more detailed picture of our operations. Certain prior period amounts in the condensed consolidated statements of operations have been reclassified to conform with the current period presentation. The reclassifications made had no impact to revenue, income (loss) from operations, net income (loss), earnings (loss) per share, retained earnings or other components of equity or net assets.
Principles of Consolidation: The condensed 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. We use the equity method to account for investments in which we have the ability to exercise significant influence over the investee’s operating and financial policies, or in which we hold a partnership or limited liability company interest in an entity with specific ownership accounts, unless we have virtually no influence over the investee’s operating and financial policies. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates: The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the balance sheets, statement of operations and accompanying notes. Significant estimates made by management include, but are not limited to, cash flow projections; the fair value of assets and liabilities in acquisitions; derivatives with hedge accounting; share-based compensation; depreciation and impairment of long-lived assets; carrying amount and recoverability analyses of property and equipment, assets held for sale, goodwill and other intangible assets; valuation of deferred tax assets and liabilities and income tax uncertainties; and reserves for litigation, claims and self-insurance costs. Actual results could differ from those estimates.
Fair-value Estimates: We have various financial instruments included in our financial statements. Financial instruments are carried in our financial statements at either cost or fair value. We estimate fair value of assets and liabilities using the following hierarchy using the highest level possible:
Level 1:     Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
Level 2:    Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data.
9

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 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.
Equity Method Investments: The aggregate carrying amounts of our equity method investments was $25,832 and $25,848 as of September 29, 2024 and June 30, 2024, respectively, and are included as a component of Other Assets in our accompanying condensed consolidated balance sheets. Substantially all of our equity method investments consist of a limited partner interest in a subsidiary of VICI Properties Inc. (“VICI”). Equity method investments are adjusted to recognize (1) our share, based on percentage ownership or other contractual basis, of the investee’s net income or loss after the date of investment, (2) additional contributions made or distributions received, (3) amortization of the recorded investment that exceeds our share of the book value of the investee’s net assets, and (4) impairments resulting from other-than-temporary declines in fair value. Cash distributions received from our equity method investments are considered returns on investment and presented within operating activities in the condensed consolidated statement of cash flows to the extent of cumulative equity in net income of the investee. Additional distributions in excess of cumulative equity are considered returns of our investment and are presented as investing activities.
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 6 - Debt for more information.
Net Income Per Share Attributable to Common Stockholders: We compute net income per share of Class A common stock and Class B common stock under the two-class method. Holders of Class A common stock and Class B common stock have equal rights to the earnings of the Company. Our participating securities include the Series A preferred stock that have a non-forfeitable right to dividends in the event that a dividend is paid on common stock, but do not participate in losses, and thus are not included in a two-class method in periods of loss. In periods where the Company reports a net loss, all potentially dilutive securities are excluded from the calculation of the diluted net loss per share attributable to common stockholders as their effect is antidilutive and accordingly, basic and diluted net loss per share attributable to common stockholders will be the same. Dilutive securities include Series A preferred stock, earnouts, stock options, and restricted stock units (“RSUs”). See Note 13 - Net Income Per Share.
Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company
10

that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.
Recently Issued Accounting Standards: In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (“Topic 280”) Improvements to Reportable Segment Disclosures, which requires public entities, including those with a single reportable segment, to provide all the disclosures required by this standard and all existing segment disclosures required by Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the the chief operating decision maker (“CODM”), which is our chief executive officer (“CEO”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. Further, it requires that all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 be provided in interim periods. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively. We are currently evaluating the impact of this standard to our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures through the standardization and disaggregation of rate reconciliation categories and income taxes paid in both domestic and foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively, with early adoption and retrospective application permitted. We are currently evaluating the impact of this standard to our consolidated financial statements.
(2) Goodwill and Other Intangible Assets
Goodwill:
The changes in the carrying amount of goodwill for the period ended September 29, 2024:
Balance as of June 30, 2024$833,888 
Adjustments to preliminary fair values for prior year acquisitions 73 
Balance as of September 29, 2024$833,961 
Intangible Assets:
September 29, 2024June 30, 2024
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Finite-lived intangible assets:
AMF trade name$ $ $ $9,900 $(9,900)$ 
Bowlero trade name14,870 (1,802)13,068 14,870 (614)14,256 
Other acquisition trade names2,250 (1,226)1,024 3,460 (2,276)1,184 
Customer relationships4,055 (3,000)1,055 24,185 (22,808)1,377 
Management contracts300 (273)27 1,800 (1,763)37 
Non-compete agreements3,464 (1,691)1,773 4,364 (2,395)1,969 
PBA member, sponsor & media relationships1,200 (567)633 1,400 (739)661 
Other intangible assets754 (411)343 921 (542)379 
26,893 (8,970)17,923 60,900 (41,037)19,863 
Indefinite-lived intangible assets:
Liquor licenses12,418 — 12,418 12,418 — 12,418 
Lucky Strike trade name8,360 — 8,360 8,360 — 8,360 
Other trade names6,410 — 6,410 6,410 — 6,410 
27,188 — 27,188 27,188 — 27,188 
$54,081 $(8,970)$45,111 $88,088 $(41,037)$47,051 
11

The following table shows amortization expense for finite-lived intangible assets for each reporting period:
Three Months Ended
September 29, 2024October 1,
2023
Amortization expense$1,953 $1,781 
(3) Property and Equipment
As of September 29, 2024 and June 30, 2024, property and equipment consists of:
September 29, 2024June 30, 2024
Land$107,331 $108,442 
Building and leasehold improvements
671,521 663,537 
Equipment, software, furniture, and fixtures635,560 630,280 
Construction in progress68,698 55,343 
1,483,110 1,457,602 
Accumulated depreciation(590,328)(569,864)
Property and equipment, net of accumulated depreciation$892,782 $887,738 
The following table shows depreciation expense related to property and equipment for each reporting period:
Three Months Ended
September 29, 2024October 1, 2023
Depreciation expense$30,675 $25,460 

12

(4) Leases
The Company leases various assets under non-cancellable operating and finance leases. These assets include location-based entertainment venues, office space, vehicles, and equipment.
Most of our leases contain payments for some or all of the following: base rent, contingent rent, common area maintenance, insurance, real-estate taxes, and other operating expenses. Rental payments are subject to escalation depending on future changes in designated indices or based on pre-determined amounts agreed upon at lease inception.
The following table summarizes the components of the net lease cost for each reporting period:
Three Months Ended
Lease Costs:Location on Condensed Consolidated Statements of OperationsSeptember 29, 2024October 1, 2023
Operating Lease Costs: (1)
Operating lease costs associated with master leases for locationsPrimarily Location operating costs$4,428 $4,428 
Operating lease costs associated with non-master leases for locationsPrimarily Location operating costs14,517 10,475 
Percentage rental costs for locations (2)
Primarily Location operating costs1,126 1,153 
Equipment and other operating lease costs (3)
Primarily Location operating costs1,951 1,491 
Total Operating Lease Costs:22,022 17,547 
Finance Lease Costs:
Amortization of right-of-use assetsDepreciation and amortization4,355 4,111 
Interest expenseInterest expense, net12,389 12,021 
Total Finance Lease Costs:16,744 16,132 
Financing Obligation Costs:
Interest expenseInterest expense, net10,115 106 
Total Financing Obligation Costs:10,115 106 
Other Costs, Net:
Variable occupancy costs (4)
Primarily Location operating costs18,696 14,964 
Gains from modifications to operating leasesOther operating income, net (499)
Other lease costs (5)
Primarily Location operating costs205 1,747 
Sublease income (6)
Revenues - Amusement & other(1,212)(1,304)
Total Other Costs, Net17,689 14,908 
Total Lease Costs, Net$66,570 $48,693 
(1)Operating lease costs includes both cash and non-cash expenses for operating leases. The operating lease costs associated with our locations are recognized evenly over the lease term, therefore, the timing of the expense may differ from the timing of actual cash payments. Cash payments and lease costs can differ due to (a) the timing of cash payments relative to the level expense, (b) non-cash adjustments as a result of purchase accounting, and (c) various other non-cash adjustments to lease costs. Please see the table below for cash paid for amounts included within our lease liabilities.
(2)Percentage rental costs for our locations primarily represents leases where we pay an extra rental amount based on a percentage of revenue in excess of predetermined revenue thresholds.
(3)Equipment and other operating lease costs primarily represents operating leases costs for equipment leases, common area maintenance charges, and other variable lease costs for operating leases where the lease payments escalate based on an index or rate.
(4)Variable occupancy costs primarily represents utilities, property insurance, and real estate taxes.
(5)Other lease costs primarily includes short-term lease costs and other variable payments for various equipment leases.
(6)Sublease income primarily represents short-term leases with pro-shops and various retail tenants.


13


Cash paid for amounts included in the measurement of lease liabilities for the three months ended September 29, 2024:
Three Months Ended
September 29, 2024October 1, 2023
Cash paid for amounts included in the measurement of lease liabilities (1)
Operating leases:
Operating cash flows paid for operating leases$12,400 $15,393 
Total cash paid for operating lease liabilities12,400 15,393 
Finance leases:
Operating cash flows paid for interest portion of finance leases11,157 11,062 
Financing cash flows paid for principal portion of finance leases1,376 1,576 
Total cash paid for finance lease liabilities12,533 12,638 
Financing Obligations:
Operating cash flows paid for interest portion of financing obligations8,016 113 
Financing cash flows paid for principal portion of finance obligations5  
Total cash paid for financing obligations:8,021 113 
Total cash amounts paid that are included in the measurement of lease liabilities: (2)
$32,954 $28,144 
(1)This table includes cash paid for amounts included in the measurement of our lease liabilities. Since the lease liability only includes amounts that are contractually fixed, this table excludes cash paid for amounts that are variable in nature, such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent.
(2)For the period ended September 29, 2024, total cash amounts within the above table include deferred repayments of $1,016 for operating leases and $2,191 for finance leases. For the period ended October 1, 2023, total cash amounts within the above table include deferred repayments of $1,091 for operating leases and $2,352 for finance leases. As of September 29, 2024, approximately $3,147 in deferred payments are remaining, which will be repaid on a monthly basis through December 31, 2024, and are included within our lease liabilities.
Supplemental balance sheet information related to leases as of September 29, 2024:
Condensed Consolidated Balance Sheets LocationSeptember 29, 2024June 30,
2024
Operating leases:
ROU Assets, netOperating lease ROU assets, net$554,474 $559,168 
Lease liabilities, Short-termOperating lease liabilities, ST28,811 28,460 
Lease liabilities, Long-termOperating lease liabilities, LT567,209 561,916 
Finance leases:
ROU Assets, netFinance lease ROU assets, net520,218 524,392 
Lease liabilities, Short-termOther current liabilities1,033 1,954 
Lease liabilities, Long-termFinance lease liabilities, LT681,222 680,213 
Financing Obligations:
Financing obligation, long-termOther long-term liabilities442,980 440,875 
Lease incentive receivables from landlords of $6,690 and $15,311 as of September 29, 2024 and June 30, 2024, respectively, are reflected as a reduction of the operating and finance lease liability. The Company received $8,287 from
14

landlords for lease incentives on operating leases and $334 for lease incentives on finance leases during the three months ended September 29, 2024. Lease incentives for operating leases are all recorded as operating cash inflows within the change in operating lease liabilities within our condensed consolidated statement of cash flows. The lease incentives received for finance leases are recorded as cash inflows for financing activities.
(5) Accounts Payable and Accrued Expenses
As of September 29, 2024 and June 30, 2024, accounts payable and accrued expenses consist of:
September 29,
2024
June 30,
2024
Accounts payable$47,067 $50,457 
Customer Deposits21,812 14,006 
Taxes and licenses19,369 17,840 
Compensation11,682 13,768 
Deferred revenue10,015 15,976 
Interest8,900 1,113 
Insurance7,843 7,401 
Utilities5,567 5,475 
Professional fees3,000 4,090 
Other10,767 5,658 
Total accounts payable and accrued expenses$146,022 $135,784 
(6) Debt
The following table summarizes the Company’s debt structure as of September 29, 2024 and June 30, 2024:
September 29, 2024June 30,
2024
First Lien Credit Facility Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.75% and 8.80% at September 29, 2024 and June 30, 2024, respectively)
$1,138,500 $1,138,500 
Other Equipment Loans13,451 13,700 
1,151,951 1,152,200 
Less:
Unamortized financing costs(12,704)(13,514)
Current portion of unamortized financing costs3,435 3,361 
Current maturities of long-term debt(12,541)(12,524)
Total long-term debt$1,130,141 $1,129,523 
Term Loan: Under the Company’s First Lien Credit Agreement, as amended (the “First Lien Credit Agreement”), the Company has made term loans consisting of $1,138,500 of aggregate initial principal amount of debt outstanding (the “Term Loan”). The Term Loan matures on February 8, 2028 and is repaid on a quarterly basis in principal payments of $2,875, which began on September 29, 2023. The Term Loan bears interest at a rate per annum equal to the Adjusted Term SOFR plus 3.50%. Interest is due on the last day of the interest period. The interest period, as agreed upon between the Company and its lender, can be either one, three, or six months in length. As of September 29, 2024, the interest period is one month.
Revolver: Under the First Lien Credit Agreement, the Company has access to a senior secured revolving credit facility (the “Revolver”). As of September 29, 2024, the Revolver commitment is $335,000, which was increased by $50,000 in connection with the Company entering into the Eleventh Amendment to the First Lien Credit Agreement on August 23, 2024. Any outstanding balance on the Revolver is due on December 15, 2026. Interest on borrowings under the Revolver is based on the Adjusted Term SOFR.
First Lien Credit Agreement Covenants: Obligations owed under the First Lien Credit Agreement are secured by a first priority security interest on substantially all assets of Bowlero Corp. and the guarantor subsidiaries. The First Lien Credit Agreement contains customary events of default, restrictions on indebtedness, liens, investments, asset dispositions, dividends and affirmative and negative covenants. The Company is subject to a financial covenant requiring that the First
15

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 September 29, 2024 and June 30, 2024 totaled $18,584 and $15,834, 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 Loan: On August 19, 2022, the Company entered into an equipment loan agreement for a principal amount of $15,350 with JP Morgan Chase Bank, N.A.. The loan matures August 19, 2029 and bears a fixed interest rate of 6.24%. The loan is repaid on a monthly basis in fixed payments of $153 plus a final payment at maturity. The loan obligation is secured by a lien on the equipment.
Covenant Compliance: The Company was in compliance with all debt covenants as of September 29, 2024.
Interest rate collars: The Company entered into two interest rate collars effective as of March 31, 2023 for an aggregate notional amount of our Term Loan of $800,000. The collar hedging strategy stabilizes interest rate fluctuations by setting both a floor and a cap. The hedge transactions have a trade and hedge designation date of April 4, 2023. The hedge transactions, each for a notional amount of $400,000, provide for interest rate collars. The interest rate collars establish a floor on SOFR of 0.9429% and 0.9355%, respectively, and a cap on SOFR of 5.50%. The interest rate collars have a maturity date of March 31, 2026.
The fair value of the collar agreements as of September 29, 2024 and June 30, 2024 was a liability of $278 and an asset of $696, respectively, and is included within the condensed consolidated balance sheets.
Since SOFR was within the collar cap and floor rates, there was no interest impact on the statement of income.
(7) Income Taxes
The Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company's best estimate of the effective tax rate expected for the full year. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated (discrete items), are excluded from the estimated annual effective tax rate, and the related tax expense or benefit is reported in the same period as the related item. The Company’s effective tax rate for the three months ended September 29, 2024 was (75)%, which differs from the US federal statutory rate of 21% primarily due to the change in fair value of the earnout liability, permanent differences, and other discrete tax items. The Company’s effective tax rate for the three months ended October 1, 2023 was (113)% tax benefit and differs from the US federal statutory rate of 21% due to income recognized in the period for book purposes associated with the change in fair value of the earnout liability which is treated as a discrete tax item and not included as taxable income.
(8) Commitments and Contingencies
From time to time, we are involved in various inquiries, investigations, claims, lawsuits and other legal proceedings that are incidental to the conduct of our business. These matters typically involve claims from customers, employees or other third parties involved in operational issues common to the retail, restaurant and entertainment industries. Such matters typically represent actions with respect to contracts, intellectual property, taxation, employment, employee benefits, personal injuries and other matters. A number of such claims may exist at any given time and there are currently a number of claims and legal proceedings pending against us. While it is not feasible to predict the outcome of all claims and legal proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
(9) Earnouts
There were 11,418,357 unvested earnout shares outstanding as of September 29, 2024 and June 30, 2024.
The outstanding unvested earnout shares will vest if the closing share price of Bowlero’s Class A common stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20 trading day period that occurs from December 15, 2021 through December 15, 2026.
All but 41,364 earnout shares are classified as a liability and changes in the fair value of the earnout shares are recognized in the statement of operations. Those earnout shares not classified as a liability are classified as equity
16

compensation to employees and recognized as compensation expense on a straight-line basis over the expected term or upon the contingency being met.
See Note 10 - Fair Value of Financial Instruments for a summary of changes in the estimated fair value of the earnout shares for the period ended September 29, 2024 and October 1, 2023.
(10) Fair Value of Financial Instruments
Debt
The fair value and carrying value of our debt as of September 29, 2024 and June 30, 2024 are as follows:
September 29, 2024June 30,
2024
Carrying value$1,151,951 $1,152,200 
Fair value1,151,951 1,152,200 
The fair value of our debt is estimated based on trading levels of lenders buying and selling their participation levels of funding (Level 2).
There were no transfers in or out of any of the levels of the valuation hierarchy during the three months ended September 29, 2024 and the fiscal year ended June 30, 2024.
Items Measured at Fair Value on a Recurring Basis
The Company holds certain assets and liabilities that are required to be measured at fair value on a recurring basis. The following table is a summary of fair value measurements and hierarchy level as of September 29, 2024 and June 30, 2024:
September 29, 2024
Level 1Level 2Level 3Total
Interest rate collars$ $278 $ $278 
Earnout shares  88,741 88,741 
Total liabilities$ $278 $88,741 $89,019 


June 30, 2024
Level 1Level 2Level 3Total
Interest rate collars$ $696 $ $696 
Total assets$ $696 $ $696 
Earnout shares$ $ $137,636 $137,636 
Total liabilities$ $ $137,636 $137,636 
17


The fair value of earnout shares was estimated using a Monte Carlo simulation model (level 3 inputs). The key inputs into the Monte Carlo simulation as of September 29, 2024 were as follows:
Earnout
Expected term in years2.21
Expected volatility50%
Risk-free interest rate3.54%
Stock price$11.80
Dividend yield1.86%

The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the three months ended September 29, 2024 and October 1, 2023:
Three Months Ended
September 29, 2024October 1, 2023
Balance as of beginning of period$137,636 $112,041 
Issuances26 5 
Changes in fair value(48,921)(40,682)
Balance as of end of period$88,741 $71,364 
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.
(11) Common Stock, Preferred Stock and Stockholders’ Equity
The Company is authorized to issue three classes of stock to be designated, respectively, Class A common stock, Class B common stock (together with Class A common stock, the “Common Stock”) and Series A preferred stock (the “Preferred Stock”). The total number of shares of capital stock which the Company shall have authority to issue is 2,400,000,000, divided into the following:
Class A common stock:
Authorized: 2,000,000,000 shares, with a par value of $0.0001 per share as of September 29, 2024 and June 30, 2024.
Issued and Outstanding: 88,448,835 shares (inclusive of 1,582,805 shares contingent on certain stock price thresholds but excluding 34,773,489 shares held in treasury) as of September 29, 2024 and 88,854,487 shares (inclusive of 1,584,805 shares contingent on certain stock price thresholds but excluding 34,071,295 shares held in treasury) as of June 30, 2024.
Class B common stock:
Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of September 29, 2024 and June 30, 2024.
Issued and Outstanding: 58,519,437 shares as of September 29, 2024 and June 30, 2024.
Preferred Stock:
Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of September 29, 2024 and June 30, 2024.
Issued and Outstanding: 117,087 and 120,387 shares as of September 29, 2024 and June 30, 2024, respectively.
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Series A Preferred Stock
Dividends accumulate on a cumulative basis on a 360-day year commencing from the issue date. The dividend rate is fixed at 5.5% per annum on a liquidation preference of $1,000 per share. Payment dates are June 30 and December 31 of each year with a record date of June 15 for the June 30 payment date and December 15 for the December 31 payment date. Declared dividends will be paid in cash if the Company declares the dividend to be paid in cash. If the Company does not pay all or any portion of the dividends that have accumulated as of any payment date, then the dollar amount of the dividends not paid in cash will be added to the liquidation preference and deemed to be declared and paid in-kind. For the three months ended September 29, 2024, no accumulated dividends were added to the liquidation preference and deemed to be declared and paid in-kind. For the period ended September 29, 2024, dividends in the amount of $1,685 were accumulated on the Preferred Stock.
During the three months ended September 29, 2024, 3,300 shares of Series A Preferred Stock were converted into 269,886 shares of Class A Common Stock. All of the shares of converted Series A Preferred Stock were then cancelled in accordance with the Preferred Stock Certificate of Designations.
Stock Dividend
Common stock dividends paid during the three months ended September 29, 2024 is as follows:
Declaration DateRecord DatePayment Date
Amount (1)
August 5, 2024August 23, 2024September 6, 2024$8,552 
(1)Amount includes dividends paid to holders of Series A preferred stock on an as-converted basis.
On November 4, 2024, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.055 per share of common stock, which will be paid on December 6, 2024, to stockholders of record on November 22, 2024.
Share Repurchase Program
On February 7, 2022, the Company announced that its Board of Directors authorized a share repurchase program providing for repurchases of up to $200,000 of the Company’s outstanding Class A common stock through February 3, 2024. On each of May 15, 2023, September 6, 2023 and February 2, 2024, the Board of Directors authorized a replenishment of then-remaining balance of the share repurchase program to $200,000, which in aggregate increased the total amount that has been authorized under the share repurchase program to approximately $551,518. On February 2, 2024, the Board of Directors extended the share repurchase program indefinitely. Treasury stock purchases are stated at cost and presented as a reduction of equity on the condensed consolidated balance sheets. Repurchases of shares are made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including stock price, regulatory limitations, debt agreement limitations, and other market and economic factors. The share repurchase program does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase program at any time.
As of September 29, 2024, the remaining balance of the repurchase program was $156,715. For the three months ended September 29, 2024, 702,194 shares of Class A common stock were repurchased for a total of $7,646, for an average purchase price per share of $10.89.
(12) Share-Based Compensation
The Company has two stock plans: the Bowlero Corp. 2021 Omnibus Incentive Plan (“2021 Plan”) and the Bowlero Corp. Employee Stock Purchase Plan (“ESPP”). These stock incentive plans are designed to attract and retain key personnel by providing them the opportunity to acquire an equity interest in the Company and align the interest of key personnel with those of the Company’s stockholders.
As of September 29, 2024 and June 30, 2024, the total compensation cost not yet recognized is as follows:
19


Award PlanSeptember 29, 2024June 30,
2024
Stock options2021 Plan$16,555 $19,416 
Service based RSUs2021 Plan4,786 5,395 
Market and service based RSUs2021 Plan346 502 
Earnout RSUs2021 Plan151 168 
ESPPESPP225 319 
Total unrecognized compensation cost$22,063 $25,800 
Share-based compensation recognized in the condensed consolidated statements of operations for the periods ended September 29, 2024 and October 1, 2023 is as follows:
Three Months Ended
Award PlanSeptember 29,
2024
October 1,
2023
Stock options2021 Plan$2,763 $669 
Service based RSUs2021 Plan1,078 914 
Market and service based RSUs2021 Plan120 170 
Earnout RSUs2021 Plan8 20 
Other stock-based awards2021 Plan440  
ESPPESPP94 138 
Total share-based compensation expense$4,503 $1,911 
The Company did not have any recognized income tax benefits, net of valuation allowances, related to our share-based compensation plans.
20

(13) Net Income Per Share
The computation of basic and diluted net income per share of Class A common stock and Class B common stock is as follows:
Three Months Ended
September 29, 2024October 1, 2023
Class AClass BTotalClass AClass BTotal
Numerator
Net income allocated to common stockholders$11,724 $7,864 $19,588 $9,465 $5,743 $15,208 
Denominator
Weighted-average shares outstanding87,247,342 58,519,437 145,766,779 100,160,503 60,768,888 160,929,391 
Net income per share, basic $0.13 $0.13 $0.13 $0.09 $0.09 $0.09 
Three Months Ended
September 29, 2024October 1, 2023
Class AClass BTotalClass AClass BTotal
Numerator
Net income allocated to common stockholders$11,724 $7,864 $19,588 $9,465 $5,743 $15,208 
Denominator
Weighted-average shares outstanding87,247,342 58,519,437 145,766,779 100,160,503 60,768,888 160,929,391 
Impact of incremental shares2,699,084 6,491,521 9,190,605 2,517,6555,456,4627,974,117
Total89,946,426 65,010,958 154,957,384 102,678,158 66,225,350 168,903,508 
Net income per share, diluted$0.13 $0.12 $0.13 $0.09 $0.09 $0.09 

The impact from incremental shares for our diluted per share calculation is as follows:

Three Months Ended
September 29, 2024October 1, 2023
Class AClass BTotalClass AClass BTotal
Service based RSUs716,330  716,330 695,826  695,826 
Market and service based RSUs185,925  185,925 226,425  226,425 
Stock options1,687,739 6,491,521 8,179,260 1,462,885 5,456,462 6,919,347 
ESPP109,090  109,090 132,519  132,519 
Total2,699,084 6,491,521 9,190,605 2,517,655 5,456,462 7,974,117 
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(14) Supplemental Cash Flow Information
September 29,
2024
October 1,
2023
Cash paid during the period for:
Interest (1)
$37,254 $36,651 
Income taxes, net of refunds657 28 
Noncash investing and financing transactions:
Capital expenditures in accounts payable21,645 24,313 
Change in fair value of interest rate swap, net of tax(709)(340)
Unsettled trade payable 8,329 
Excise tax73 1,312 
(1)    Includes cash paid for the interest portion on finance leases and financing obligations. See Note 4 - Leases for supplementary information relating to leasing transactions.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with Bowlero Corp.’s unaudited condensed consolidated financial statements and the related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission (“SEC”) on September 5, 2024. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Actual results may differ materially from those contained in any forward-looking statements. All period references are to our fiscal periods unless otherwise indicated. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” the “Company,” and “Bowlero” are intended to mean the business and operations of Bowlero Corp. and its consolidated subsidiaries. All financial information in this section is presented in thousands, unless otherwise noted, except share and per share amounts.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of Bowlero. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our business strategy, financial projections, anticipated growth and market opportunities.
These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, statements that we “believe,” and similar statements reflect only our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
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As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause our actual results to differ include those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
Overview
Bowlero Corp. is one of the world’s premier operators of location-based entertainment. The Company operates traditional bowling locations and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting. The Company also operates other forms of location-based entertainment, such as Octane Raceway and Raging Waves water park.
The Company remains focused on creating long-term shareholder value through continued organic growth, the conversion and upgrading of locations to more upscale entertainment concepts offering a broader range of offerings, the opening of new locations and acquisitions.
Recent Developments
Bowlero’s results for the three months ended September 29, 2024 exhibited the expected total revenue growth and shift of focus to internal initiatives while also increasing liquidity in anticipation of what we believe will be an increased acquisition environment during the 2025 fiscal year to further diversify our location based entertainment offerings. To highlight the Company’s recent activity during the three months ended September 29, 2024:
We reported total revenue growth of 14%, which was propelled by our successful Summer Pass promotion.
We rolled out our enhanced food and beverage menus across our traditional locations all the way up to our premier locations.
We increased our revolver commitment to $335,000 from $285,000.
We continued progress on new build-outs with four in prime markets expected to open during the second quarter.
Trends
There are a number of factors that could materially affect our future profitability, including changing economic conditions with the resulting impact on our sales, profitability, and capital spending, changes in our debt levels and applicable interest rates, and increasing prices of labor and inventory, which includes food and beverage costs. Additionally, sales and results of operations could be impacted by acquisitions and restructuring projects. Restructuring can include various projects, including closure of locations not performing well, cost reductions through staffing reductions, and optimizing and allocating resources to improve profitability.
Our operating results fluctuate seasonally. We typically generate our highest sales volumes during the third quarter of each fiscal year due to the timing of leagues, holidays and changing weather conditions. School operating schedules, holidays and weather conditions may also affect our sales volumes in some operating regions differently than others. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for our full fiscal year.
23

Presentation of Results of Operations
The Company reports on a fiscal year, with each quarter generally comprised of one 5-week period and two 4-week periods.
Results of Operations
Three Months Ended September 29, 2024 Compared to the Three Months Ended October 1, 2023
Analysis of Consolidated Statement of Operations.    The following table displays certain items from our condensed consolidated statements of operations for the quarters presented below:
Three Months Ended
September 29,
2024
%(1)
October 1,
2023
%(1)
Change% Change
Revenues
Bowling$122,203 47 %$116,430 51 %$5,773 %
Food & beverage88,039 34 %74,913 33 %13,126 18 %
Amusement & other49,953 19 %36,062 16 %13,891 39 %
Total revenues260,195 100 %227,405 100 %32,790