Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2023 | Jan. 31, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40142 | |
Entity Registrant Name | BOWLERO CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1632024 | |
Entity Address, Address Line One | 7313 Bell Creek Road | |
Entity Address, City or Town | Mechanicsville | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23111 | |
City Area Code | (804) | |
Local Phone Number | 417-2000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | BOWL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001840572 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --06-30 | |
Amendment Flag | false | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 91,202,273 | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 58,519,437 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 189,955 | $ 195,633 |
Accounts and notes receivable, net of allowance for doubtful accounts | 6,875 | 3,092 |
Inventories, net | 14,166 | 11,470 |
Prepaid expenses and other current assets | 24,304 | 18,395 |
Assets held-for-sale | 2,069 | 2,069 |
Total current assets | 237,369 | 230,659 |
Property and equipment, net | 806,096 | 697,850 |
Internal use software, net | 22,538 | 17,914 |
Operating lease right of use assets, net | 546,188 | 449,085 |
Finance lease right of use assets, net | 536,274 | 515,339 |
Intangible assets, net | 98,784 | 90,986 |
Goodwill | 826,619 | 753,538 |
Deferred income tax asset | 84,767 | 73,807 |
Other assets | 33,527 | 12,096 |
Total assets | 3,192,162 | 2,841,274 |
Current liabilities: | ||
Accounts payable and accrued expenses | 142,670 | 121,226 |
Current maturities of long-term debt | 9,248 | 9,338 |
Current obligations of operating lease liabilities | 31,718 | 23,866 |
Other current liabilities | 11,497 | 14,281 |
Total current liabilities | 195,133 | 168,711 |
Long-term debt, net | 1,134,076 | 1,138,687 |
Long-term obligations of operating lease liabilities | 539,580 | 431,295 |
Long-term obligations of finance lease liabilities | 680,309 | 652,450 |
Long-term financing obligations | 436,790 | 9,005 |
Earnout liability | 135,479 | 112,041 |
Other long-term liabilities | 27,239 | 25,375 |
Deferred income tax liabilities | 4,200 | 4,160 |
Total liabilities | 3,152,806 | 2,541,724 |
Commitments and Contingencies (Note 10) | ||
Temporary Equity | ||
Series A preferred stock | 144,329 | 144,329 |
Stockholders’ (Deficit) Equity | ||
Additional paid-in capital | 508,065 | 506,112 |
Treasury stock, at cost | (349,025) | (135,401) |
Accumulated deficit | (264,909) | (219,659) |
Accumulated other comprehensive income | 881 | 4,152 |
Total stockholders’ (deficit) equity | (104,973) | 155,221 |
Total liabilities, temporary equity and stockholders’ (deficit) equity | 3,192,162 | 2,841,274 |
Class A ordinary shares | ||
Stockholders’ (Deficit) Equity | ||
Common stock | 9 | 11 |
Class B ordinary shares | ||
Stockholders’ (Deficit) Equity | ||
Common stock | $ 6 | $ 6 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 305,671 | $ 273,385 | $ 533,076 | $ 503,645 |
Costs of revenues | 215,090 | 179,706 | 398,011 | 344,908 |
Gross profit | 90,581 | 93,679 | 135,065 | 158,737 |
Operating expenses: | ||||
Selling, general and administrative expenses | 37,512 | 34,452 | 75,277 | 66,946 |
Asset impairment | 29 | 0 | 55 | 84 |
Loss (gain) on sale of assets | 21 | (1,823) | (6) | (1,978) |
Other operating expense | 3,542 | 614 | 4,906 | 1,976 |
Total operating expense | 41,104 | 33,243 | 80,232 | 67,028 |
Operating profit | 49,477 | 60,436 | 54,833 | 91,709 |
Other expenses: | ||||
Interest expense, net | 46,236 | 27,379 | 83,685 | 50,949 |
Change in fair value of earnout liability | 64,091 | 30,776 | 23,409 | 71,536 |
Other expense (income) | 10 | (678) | 63 | (630) |
Total other expense | 110,337 | 57,477 | 107,157 | 121,855 |
(Loss) income before income tax expense (benefit) | (60,860) | 2,959 | (52,324) | (30,146) |
Income tax expense (benefit) | 2,609 | 1,524 | (7,074) | 1,953 |
Net (loss) income | (63,469) | 1,435 | (45,250) | (32,099) |
Series A preferred stock dividends | (1,963) | (2,802) | (3,925) | (5,603) |
Net loss attributable to common stockholders, basic | (65,432) | (1,367) | (49,175) | (37,702) |
Net loss attributable to common stockholders, diluted | $ (65,432) | $ (1,367) | $ (49,175) | $ (37,702) |
Net loss per share attributable to Class A and B common stockholders | ||||
Basic (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Diluted (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Weighted-average shares used in computing net loss per share attributable to common stockholders | ||||
Basic (in shares) | 149,805,531 | 162,478,147 | 155,367,461 | 162,665,041 |
Diluted (in shares) | 149,805,531 | 162,478,147 | 155,367,461 | 162,665,041 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (63,469) | $ 1,435 | $ (45,250) | $ (32,099) |
Other comprehensive (loss) income, net of income tax: | ||||
Unrealized loss on derivatives | (3,110) | 0 | (3,450) | 0 |
Foreign currency translation adjustment | 666 | 81 | 179 | (286) |
Other comprehensive (loss) income | (2,444) | 81 | (3,271) | (286) |
Total comprehensive (loss) income | $ (65,913) | $ 1,516 | $ (48,521) | $ (32,385) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Deficit - USD ($) $ in Thousands | Total | Treasury stock | Additional Paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Series A preferred stock | Class A common Stock | Class A common Stock Common stock | Class B common Stock | Class B common Stock Common stock |
Beginning balance at Jul. 03, 2022 | $ 206,002 | |||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 200,000 | |||||||||
Ending balance (in shares) at Oct. 02, 2022 | 200,000 | |||||||||
Ending balance at Oct. 02, 2022 | $ 206,002 | |||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 110,395,630 | 55,911,203 | ||||||||
Beginning balance at Jul. 03, 2022 | $ (13,682) | $ (34,557) | $ 335,015 | $ (312,851) | $ (1,306) | $ 11 | $ 6 | |||
Beginning balance (in shares) at Jul. 03, 2022 | 3,430,667 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (33,534) | (33,534) | ||||||||
Foreign currency translation adjustment | (367) | (367) | ||||||||
Share-based compensation (in shares) | 50,317 | |||||||||
Share-based compensation | 3,279 | 3,279 | ||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | (468,103) | (468,103) | ||||||||
Repurchase of Class A common stock into Treasury stock | (5,462) | $ (5,462) | ||||||||
Ending balance (in shares) at Oct. 02, 2022 | 109,977,844 | 55,911,203 | ||||||||
Ending balance at Oct. 02, 2022 | (49,766) | $ (40,019) | 338,294 | (346,385) | (1,673) | $ 11 | $ 6 | |||
Ending balance (in shares) at Oct. 02, 2022 | 3,898,770 | |||||||||
Beginning balance at Jul. 03, 2022 | $ 206,002 | |||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 200,000 | |||||||||
Ending balance (in shares) at Jan. 01, 2023 | 200,000 | |||||||||
Ending balance at Jan. 01, 2023 | $ 211,667 | |||||||||
Beginning balance (in shares) at Jul. 03, 2022 | 110,395,630 | 55,911,203 | ||||||||
Beginning balance at Jul. 03, 2022 | (13,682) | $ (34,557) | 335,015 | (312,851) | (1,306) | $ 11 | $ 6 | |||
Beginning balance (in shares) at Jul. 03, 2022 | 3,430,667 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Unrealized loss on derivatives | 0 | |||||||||
Ending balance (in shares) at Jan. 01, 2023 | 109,726,094 | 55,911,203 | ||||||||
Ending balance at Jan. 01, 2023 | (58,232) | $ (47,968) | 336,261 | (344,950) | (1,592) | $ 11 | $ 6 | |||
Ending balance (in shares) at Jan. 01, 2023 | 4,528,447 | |||||||||
Beginning balance at Oct. 02, 2022 | $ 206,002 | |||||||||
Beginning balance (in shares) at Oct. 02, 2022 | 200,000 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | $ 5,665 | |||||||||
Ending balance (in shares) at Jan. 01, 2023 | 200,000 | |||||||||
Ending balance at Jan. 01, 2023 | $ 211,667 | |||||||||
Beginning balance (in shares) at Oct. 02, 2022 | 109,977,844 | 55,911,203 | ||||||||
Beginning balance at Oct. 02, 2022 | (49,766) | $ (40,019) | 338,294 | (346,385) | (1,673) | $ 11 | $ 6 | |||
Beginning balance (in shares) at Oct. 02, 2022 | 3,898,770 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 1,435 | 1,435 | ||||||||
Foreign currency translation adjustment | 81 | 81 | ||||||||
Unrealized loss on derivatives | 0 | |||||||||
Share-based compensation (in shares) | 377,927 | |||||||||
Share-based compensation | 3,632 | 3,632 | ||||||||
Accrual of paid-in-kind dividends on Series A preferred stock | (5,665) | (5,665) | ||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | (629,677) | (629,677) | ||||||||
Repurchase of Class A common stock into Treasury stock | (7,949) | $ (7,949) | ||||||||
Ending balance (in shares) at Jan. 01, 2023 | 109,726,094 | 55,911,203 | ||||||||
Ending balance at Jan. 01, 2023 | (58,232) | $ (47,968) | 336,261 | (344,950) | (1,592) | $ 11 | $ 6 | |||
Ending balance (in shares) at Jan. 01, 2023 | 4,528,447 | |||||||||
Beginning balance at Jul. 02, 2023 | 144,329 | $ 144,329 | ||||||||
Beginning balance (in shares) at Jul. 02, 2023 | 136,373 | |||||||||
Ending balance (in shares) at Oct. 01, 2023 | 136,373 | |||||||||
Ending balance at Oct. 01, 2023 | $ 144,329 | |||||||||
Beginning balance (in shares) at Jul. 02, 2023 | 107,666,301 | 107,666,301 | 60,819,437 | 60,819,437 | ||||||
Beginning balance at Jul. 02, 2023 | $ 155,221 | $ (135,401) | 506,112 | (219,659) | 4,152 | $ 11 | $ 6 | |||
Beginning balance (in shares) at Jul. 02, 2023 | 11,312,302 | 11,312,302 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 18,219 | 18,219 | ||||||||
Foreign currency translation adjustment | (487) | (487) | ||||||||
Unrealized loss on derivatives | (340) | (340) | ||||||||
Conversion of Class B common stock into Class A common stock (in shares) | 2,300,000 | 2,300,000 | ||||||||
Share-based compensation (in shares) | 15,489 | |||||||||
Share-based compensation | 1,823 | 1,823 | ||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | 12,131,185 | (12,131,185) | ||||||||
Repurchase of Class A common stock into Treasury stock | (132,663) | $ (132,662) | $ (1) | |||||||
Ending balance (in shares) at Oct. 01, 2023 | 97,850,605 | 58,519,437 | ||||||||
Ending balance at Oct. 01, 2023 | 41,773 | $ (268,063) | 507,935 | (201,440) | 3,325 | $ 10 | $ 6 | |||
Ending balance (in shares) at Oct. 01, 2023 | 23,443,487 | |||||||||
Beginning balance at Jul. 02, 2023 | 144,329 | $ 144,329 | ||||||||
Beginning balance (in shares) at Jul. 02, 2023 | 136,373 | |||||||||
Ending balance (in shares) at Dec. 31, 2023 | 136,373 | |||||||||
Ending balance at Dec. 31, 2023 | 144,329 | $ 144,329 | ||||||||
Beginning balance (in shares) at Jul. 02, 2023 | 107,666,301 | 107,666,301 | 60,819,437 | 60,819,437 | ||||||
Beginning balance at Jul. 02, 2023 | $ 155,221 | $ (135,401) | 506,112 | (219,659) | 4,152 | $ 11 | $ 6 | |||
Beginning balance (in shares) at Jul. 02, 2023 | 11,312,302 | 11,312,302 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Unrealized loss on derivatives | $ (3,450) | |||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | (19,648,040) | |||||||||
Repurchase of Class A common stock into Treasury stock | $ (211,551) | |||||||||
Ending balance (in shares) at Dec. 31, 2023 | 90,664,596 | 90,664,596 | 58,519,437 | 58,519,437 | ||||||
Ending balance at Dec. 31, 2023 | $ (104,973) | $ (349,025) | 508,065 | (264,909) | 881 | $ 9 | $ 6 | |||
Ending balance (in shares) at Dec. 31, 2023 | 30,960,342 | 30,960,342 | ||||||||
Beginning balance at Oct. 01, 2023 | $ 144,329 | |||||||||
Beginning balance (in shares) at Oct. 01, 2023 | 136,373 | |||||||||
Ending balance (in shares) at Dec. 31, 2023 | 136,373 | |||||||||
Ending balance at Dec. 31, 2023 | $ 144,329 | $ 144,329 | ||||||||
Beginning balance (in shares) at Oct. 01, 2023 | 97,850,605 | 58,519,437 | ||||||||
Beginning balance at Oct. 01, 2023 | 41,773 | $ (268,063) | 507,935 | (201,440) | 3,325 | $ 10 | $ 6 | |||
Beginning balance (in shares) at Oct. 01, 2023 | 23,443,487 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (63,469) | (63,469) | ||||||||
Foreign currency translation adjustment | 666 | 666 | ||||||||
Unrealized loss on derivatives | (3,110) | (3,110) | ||||||||
Share-based compensation (in shares) | 330,846 | |||||||||
Share-based compensation | 4,099 | 4,099 | ||||||||
Dividends on Series A preferred stock | (3,969) | (3,969) | ||||||||
Repurchase of Class A common stock into Treasury Stock (in shares) | 7,516,855 | (7,516,855) | ||||||||
Repurchase of Class A common stock into Treasury stock | (80,963) | $ (80,962) | $ (1) | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 90,664,596 | 90,664,596 | 58,519,437 | 58,519,437 | ||||||
Ending balance at Dec. 31, 2023 | $ (104,973) | $ (349,025) | $ 508,065 | $ (264,909) | $ 881 | $ 9 | $ 6 | |||
Ending balance (in shares) at Dec. 31, 2023 | 30,960,342 | 30,960,342 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Operating activities | ||
Net loss | $ (45,250) | $ (32,099) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Asset impairment | 55 | 84 |
Depreciation and amortization | 68,423 | 55,570 |
Gain on sale of assets, net | (6) | (1,978) |
Income from equity method investment | (160) | (200) |
Amortization of deferred financing costs | 1,715 | 1,856 |
Amortization of deferred rent incentive | 0 | (204) |
Non-cash interest expense on capital lease obligation | 0 | 5,360 |
Non-cash interest expense on finance lease obligation | 3,709 | 0 |
Non-cash operating lease expense | 16,586 | 0 |
Non-cash portion of gain on lease modification | (499) | 0 |
Amortization of deferred sale lease-back gain | 0 | (514) |
Deferred income taxes | (7,099) | 178 |
Share-based compensation | 5,600 | 7,684 |
Distributions from equity method investments | 147 | 213 |
Change in fair value of earnout liability | 23,409 | 71,536 |
Change in fair value of marketable securities | 0 | (755) |
Changes in assets and liabilities, net of business acquisitions: | ||
Accounts receivable and notes receivable, net | (3,784) | (3,018) |
Inventories | (2,108) | (976) |
Prepaids, other current assets and other assets | (4,146) | (688) |
Accounts payable and accrued expenses | 27,600 | 12,385 |
Other current liabilities | (312) | 127 |
Other long-term liabilities | (12,681) | 1,318 |
Net cash provided by operating activities | 71,199 | 115,879 |
Investing activities | ||
Purchases of property and equipment | (113,587) | (78,111) |
Purchases of intangible assets | (259) | (22) |
Proceeds from sale of property and equipment | 0 | 6,518 |
Proceeds from sale of intangibles | 65 | 126 |
Purchase of marketable securities | 0 | (44,855) |
Proceeds from sale of marketable securities | 0 | 32,921 |
Acquisitions, net of cash acquired | (132,885) | (79,582) |
Net cash used in investing activities | (246,666) | (163,005) |
Financing activities | ||
Repurchase of Class A common stock into Treasury stock | (218,669) | (16,355) |
Proceeds from share issuance | 1,274 | 590 |
Payments for tax withholdings on share-based compensation | (925) | (1,491) |
Payment of dividends on Series A preferred stock | (3,969) | 0 |
Settlement of contingent consideration | 0 | 1,000 |
Payment of long-term debt | (6,525) | (4,399) |
Payment on finance leases | (3,177) | 0 |
Proceeds from long-term debt | 0 | 15,418 |
Proceeds from Revolver draws | 175,000 | 0 |
Payoff of Revolver | (175,000) | 0 |
Proceeds from sale-leaseback financing | 408,510 | 10,363 |
Payment of deferred financing costs | (6,781) | 0 |
Net cash provided by financing activities | 169,738 | 5,126 |
Effect of exchange rates on cash | 51 | (427) |
Net decrease in cash and cash equivalents | (5,678) | (42,427) |
Cash and cash equivalents at beginning of period | 195,633 | 132,236 |
Cash and cash equivalents at end of period | $ 189,955 | $ 89,809 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies Bowlero Corp., a Delaware corporation, and its subsidiaries (referred to herein as , the “Company”, “Bowlero”, “we,” “us” and “our”) are the world’s largest operator of bowling entertainment centers. The Company operates bowling entertainment centers under different brand names. Our AMF and Bowl America branded centers are traditional bowling centers, while the Bowlero and Lucky Strike branded centers offer a more upscale entertainment concept with lounge seating, enhanced food and beverage offerings, and more robust customer service for individuals and group events. Additionally, within the brands, there exists a spectrum where some AMF branded centers are more upscale and some Bowlero branded centers are more traditional. All of our centers, regardless of branding, are managed in a fully integrated and consistent basis since all of our centers are in the same business of operating bowling entertainment. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2023. Principles of Consolidation: The 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. 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 $25,583 and $1,180 as of December 31, 2023 and July 2, 2023, and are included as a component of Other Assets in our accompanying condensed consolidated balance sheets. 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 8 - Debt for more information. Net 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 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 15 - Net Loss Per Share . Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used. Recently Issued Accounting Standards: |
Revenue
Revenue | 6 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table presents the Company’s revenue disaggregated by major revenue categories: Three Months Ended Six Months Ended December 31, % of revenues January 1, % of revenues December 31, % of revenues January 1, % of revenues Major revenue categories: Bowling $ 145,295 47.5 % $ 131,426 48.1 % $ 261,725 49.1 % $ 246,753 49.0 % Food and beverage 111,192 36.4 % 100,657 36.8 % 186,105 34.9 % 179,680 35.7 % Amusement and other 45,415 14.9 % 36,748 13.4 % 75,784 14.2 % 67,557 13.4 % Media 3,769 1.2 % 4,554 1.7 % 9,462 1.8 % 9,655 1.9 % Total revenues $ 305,671 100.0 % $ 273,385 100.0 % $ 533,076 100.0 % $ 503,645 100.0 % |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions Acquisitions: The Company continually evaluates potential acquisitions, which can be either business combinations or asset purchases, that strategically fit within the Company’s existing portfolio of centers as a key part of the Company’s overall growth strategy in order to expand our market share in key geographic areas, and to improve our ability to leverage our fixed costs. 2024 Business Acquisitions: For business combinations, the Company allocates the consideration transferred to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. We estimate the fair values of the assets acquired and liabilities assumed using valuation techniques, such as the income, cost and market approaches. During the six months ended December 31, 2023, the Company acquired substantially all of the assets of Lucky Strike Entertainment, LLC (“Lucky Strike”) which includes 14 bowling entertainment centers for a total consideration of $90,475. The Company also had three other acquisitions in which we acquired four bowling entertainment centers for a total consideration of $42,410. The Company is still in the process of finalizing its valuation analysis. The remaining fair value estimates include working capital, intangibles, property and equipment, and operating and finance lease assets and liabilities. If necessary, for business combinations, we will continue to refine our estimates throughout the permitted measurement period, which may result in corresponding offsets to goodwill. We expect to finalize the valuations as soon as possible, but no later than one year after the acquisition dates. Acquisitions that were considered preliminary at July 2, 2023 were finalized during the six months ended December 31, 2023. The following table summarizes the preliminary purchase price allocations for the fair values of the identifiable assets acquired and liabilities assumed, components of consideration transferred and the transactional related expenses using the acquisition method of accounting: Identifiable assets acquired and liabilities assumed Lucky Strike Other Acquisitions Total Current assets $ 586 $ 133 $ 719 Property and equipment 43,114 16,433 59,547 Operating lease ROU 95,232 12,923 108,155 Finance lease ROU 25,132 — 25,132 Identifiable intangible assets (1) 9,015 2,065 11,080 Goodwill 48,268 24,813 73,081 Deferred income tax asset 2,615 — 2,615 Total assets acquired $ 223,962 $ 56,367 $ 280,329 Current liabilities $ (3,350) $ (1,034) $ (4,384) Operating lease liabilities (106,910) (12,923) (119,833) Finance lease liabilities (22,996) — (22,996) Other liabilities (231) — (231) Total liabilities assumed (133,487) (13,957) (147,444) Total fair value, net of cash of $132 $ 90,475 $ 42,410 $ 132,885 Components of consideration transferred Cash $ 90,475 $ 41,716 $ 132,191 Holdback (2) — 694 694 Total $ 90,475 $ 42,410 $ 132,885 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill: The changes in the carrying amount of goodwill for the period ended December 31, 2023: Balance as of July 2, 2023 $ 753,538 Goodwill resulting from acquisitions during fiscal year 2024 73,081 Balance as of December 31, 2023 $ 826,619 Intangible Assets: December 31, 2023 July 2, 2023 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: AMF trade name $ 9,900 $ (9,583) $ 317 $ 9,900 $ (9,253) $ 647 Other acquisition trade names 4,460 (1,782) 2,678 2,630 (1,423) 1,207 Customer relationships 23,852 (20,700) 3,152 23,712 (18,755) 4,957 Management contracts 1,800 (1,744) 56 1,800 (1,726) 74 Non-compete agreements 4,131 (1,868) 2,263 3,211 (1,572) 1,639 PBA member, sponsor & media relationships 1,400 (683) 717 1,400 (627) 773 Other intangible assets 921 (472) 449 921 (377) 544 46,464 (36,832) 9,632 43,574 (33,733) 9,841 Indefinite-lived intangible assets: Liquor licenses 12,412 — 12,412 11,145 — 11,145 PBA trade name 3,100 — 3,100 3,100 — 3,100 Lucky Strike trade name 6,740 — 6,740 — — — Bowlero trade name 66,900 — 66,900 66,900 — 66,900 89,152 — 89,152 81,145 — 81,145 $ 135,616 $ (36,832) $ 98,784 $ 124,719 $ (33,733) $ 90,986 The following table shows amortization expense for finite-lived intangible assets for each reporting period: Three Months Ended Six Months Ended December 31, 2023 January 1, 2023 December 31, 2023 January 1, 2023 Amortization expense $ 1,760 $ 1,862 $ 3,541 $ 3,444 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of December 31, 2023 and July 2, 2023, property and equipment consists of: December 31, 2023 July 2, 2023 Land $ 101,482 $ 98,896 Building and leasehold improvements 614,445 522,846 Equipment, furniture, and fixtures 536,568 472,146 Construction in progress 45,115 43,271 1,297,610 1,137,159 Accumulated depreciation (491,514) (439,309) Property and equipment, net of accumulated depreciation $ 806,096 $ 697,850 The following table shows depreciation expense related to property and equipment for each reporting period: Three Months Ended Six Months Ended December 31, 2023 January 1, 2023 December 31, 2023 January 1, 2023 Depreciation expense $ 29,453 $ 21,925 $ 53,631 $ 42,264 |
Leases
Leases | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of December 31, 2023 and July 2, 2023, accounts payable and accrued expenses consist of: December 31, 2023 July 2, 2023 Accounts Payable $ 51,353 $ 53,513 Customer deposits 24,212 12,703 Taxes and licenses 17,968 13,076 Compensation 13,618 14,670 Deferred revenue 13,552 7,144 Insurance 6,157 6,168 Professional fees 5,334 4,307 Utilities 4,616 4,607 Interest 1,072 904 Other 4,788 4,134 Total accounts payable and accrued expenses $ 142,670 $ 121,226 |
Debt
Debt | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the Company’s debt structure as of December 31, 2023 and July 2, 2023: December 31, 2023 July 2, 2023 First Lien Credit Facility Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.85% and 8.65% at December 31, 2023 and July 2, 2023, respectively) $ 1,144,250 $ 1,150,000 Other Equipment Loans 14,187 14,662 1,158,437 1,164,662 Less: Unamortized financing costs (15,113) (16,637) Current portion of unamortized financing costs 3,243 3,123 Current maturities of long-term debt (12,491) (12,461) Total long-term debt $ 1,134,076 $ 1,138,687 |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company's best estimate of the effective tax rate expected for the full year. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated (discrete items), are excluded from the estimated annual effective tax rate, and the related tax expense or benefit is reported in the same period as the related item. The Company’s effective tax rate for the six months ended December 31, 2023 was 13.5%, 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 items associated with the VICI Transaction, which are treated as discrete tax items. The Company’s effective tax rate for the six months ended January 1, 2023 was 6.5% tax benefit and differs from the US federal statutory rate of 21% due to certain non-deductible expenses, changes in the valuation allowance, and state and local taxes. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation and Claims: The Company is currently, and from time to time may be, subject to claims and actions arising in the ordinary course of its business, including general liability, fidelity, workers’ compensation, employment claims, and Americans with Disabilities Act (“ADA”) claims. The Company has insurance to cover general liability and workers’ compensation claims and reserves for claims and actions in the ordinary course. The insurance is subject to a self-insured retention. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. There is currently a group of approximately 73 pending claims, filed with the Equal Employment Opportunity Commission (the “EEOC”) between 2016 and 2019, generally relating to claims of age discrimination. To date, the EEOC issued determinations of probable cause as to 55 of the charges, which the Company contests and intends to defend vigorously. The EEOC has also alleged a pattern or practice of age discrimination, which resulted in a determination of probable cause and, on August 22, 2022, the EEOC submitted a proposal for the Company to participate in the conciliation process. The EEOC’s proposal included a demand for monetary and non-monetary remedies. On April 11, 2023, the EEOC provided notice to the Company that its conciliation efforts were unsuccessful; moreover, the Company continues to contest the determinations issued by the EEOC with respect to all charges and intends to defend vigorously. The Company cannot estimate reasonably possible range of loss, if any, associated with these EEOC matters. |
Earnouts
Earnouts | 6 Months Ended |
Dec. 31, 2023 | |
Earnouts [Abstract] | |
Earnouts | Earnouts There were 11,418,357 unvested earnout shares outstanding as of December 31, 2023 and July 2, 2023. The outstanding unvested earnout shares will vest if the closing share price of Bowlero’s Class A common stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20 trading day period that occurs from December 15, 2021 through December 15, 2026. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Dec. 31, 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 December 31, 2023 and July 2, 2023 are as follows: December 31, 2023 July 2, 2023 Carrying value $ 1,158,437 $ 1,164,662 Fair value 1,159,868 1,158,912 The fair value of our debt is estimated based on trading levels of lenders buying and selling their participation levels of funding (Level 2). There were no transfers in or out of any of the levels of the valuation hierarchy during the six months ended December 31, 2023 and the fiscal year ended July 2, 2023. Items Measured at Fair Value on a Recurring Basis The Company holds certain assets and liabilities that are required to be measured at fair value on a recurring basis. The following table is a summary of fair value measurements and hierarchy level as of December 31, 2023 and July 2, 2023: December 31, 2023 Level 1 Level 2 Level 3 Total Interest rate collars $ — $ 89 $ — $ 89 Earnout shares — — 135,479 135,479 Total liabilities $ — $ 89 $ 135,479 $ 135,568 July 2, 2023 Level 1 Level 2 Level 3 Total Interest rate collars $ — $ 4,608 $ — $ 4,608 Total assets $ — $ 4,608 $ — $ 4,608 Earnout shares $ — $ — $ 112,041 $ 112,041 Total liabilities $ — $ — $ 112,041 $ 112,041 The fair value of earnout shares was estimated using a Monte Carlo simulation model (level 3 inputs). The key inputs into the Monte Carlo simulation as of December 31, 2023 were as follows: Earnout Expected term in years 2.96 Expected volatility 50% Risk-free interest rate 4.02% Stock price $ 14.16 Dividend yield 1.62% The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the three and six months ended December 31, 2023 and January 1, 2023: Three Months Ended Six Months Ended December 31, 2023 January 1, 2023 December 31, 2023 January 1, 2023 Balance as of beginning of period $ 71,364 $ 251,779 $ 112,041 $ 210,952 Issuances 24 2 29 69 Changes in fair value 64,091 30,776 23,409 71,536 Balance as of end of period $ 135,479 $ 282,557 $ 135,479 $ 282,557 Items Measured at Fair Value on a Non-Recurring Basis The Company’s significant assets measured at fair value on a non-recurring basis subsequent to their initial recognition include assets held for sale. We utilize third party brokers for an estimate of value to record the assets held for sale at their fair value less costs to sell. These inputs are classified as Level 2 fair value measurements. As part of the VICI Transaction, the Company recognized an initial limited partnership interest in a subsidiary of VICI equal to its fair value of $24,390 . Subsequent adjustments will be accounted for using the equity method of accounting. Other Financial Instruments Other financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses. The financial statement carrying amounts of these items approximate the fair value due to their short duration. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Stockholders' Equity | 6 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock, Preferred Stock and Stockholders' Equity | Common Stock, Preferred Stock and Stockholders’ Equity The Company is authorized to issue three classes of stock to be designated, respectively, Class A common stock, Class B common stock (together with Class A common stock, the “Common Stock”) and Series A preferred stock (the “Preferred Stock”). The total number of shares of capital stock which the Company shall have authority to issue is 2,400,000,000, divided into the following: Class A common stock: • Authorized: 2,000,000,000 shares, with a par value of $0.0001 per share as of December 31, 2023 and July 2, 2023. • Issued and Outstanding: 90,664,596 shares (inclusive of 1,593,593 shares contingent on certain stock price thresholds but excluding 30,960,342 shares held in treasury) as of December 31, 2023 and 107,666,301 shares (inclusive of 1,595,930 shares contingent on certain stock price thresholds but excluding 11,312,302 shares held in treasury) as of July 2, 2023. Class B common stock: • Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of December 31, 2023 and July 2, 2023. • Issued and Outstanding: 58,519,437 and 60,819,437 shares as of December 31, 2023 and July 2, 2023 respectively. Preferred Stock: • Authorized: 200,000,000 shares, with a par value of $0.0001 per share as of December 31, 2023 and July 2, 2023. • Issued and Outstanding: 136,373 shares as of December 31, 2023 and July 2, 2023. Series A Preferred Stock Dividends accumulate on a cumulative basis on a 360-day year commencing from the issue date. The dividend rate is fixed at 5.5% per annum on a liquidation preference of $1,000 per share. Payment dates are June 30 and December 31 of each year with a record date of June 15 for the June 30 payment date and December 15 for the December 31 payment date. Declared dividends will be paid in cash if the Company declares the dividend to be paid in cash. If the Company does not pay all or any portion of the dividends that have accumulated as of any payment date, then the dollar amount of the dividends not paid in cash will be added to the liquidation preference and deemed to be declared and paid in-kind. For the six months ended December 31, 2023, no accumulated dividends were added to the liquidation preference and deemed to be declared and paid in-kind. For the six months ended December 31, 2023, the Company paid a cash dividend in the amount o f $29.10 per share of Preferred Stock, in the aggregate amount of $3,969 . 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. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company has three stock plans: the 2017 Stock Incentive Plan (“2017 Plan”), the Bowlero Corp. 2021 Omnibus Incentive Plan (“2021 Plan”) and the Bowlero Corp. Employee Stock Purchase Plan (“ESPP”). These stock incentive plans are designed to attract and retain key personnel by providing them the opportunity to acquire an equity interest in the Company and align the interest of key personnel with those of the Company’s stockholders. As of December 31, 2023 and July 2, 2023, the total compensation cost not yet recognized is as follows: Award Plan December 31, 2023 July 2, 2023 Stock options 2021 Plan $ 21,407 $ 31,032 Service based RSUs 2021 Plan 4,332 5,743 Market and service based RSUs 2021 Plan 891 1,351 Earnout RSUs 2021 Plan 245 300 ESPP — 378 Total unrecognized compensation cost $ 26,875 $ 38,804 Share-based compensation recognized in the consolidated statements of operations for the periods ended December 31, 2023 and January 1, 2023 is as follows: Three Months Ended Six Months Ended Award Plan December 31, January 1, December 31, January 1, Stock options 2021 Plan $ 2,495 $ 2,383 $ 3,164 $ 4,741 Service based RSUs 2021 Plan 949 1,345 1,863 2,326 Market and service based RSUs 2021 Plan 141 148 311 289 Earnout RSUs 2021 Plan 15 50 35 95 ESPP 89 110 227 233 Total share-based compensation expense $ 3,689 $ 4,036 $ 5,600 $ 7,684 The Company did not have any recognized income tax benefits, net of valuation allowances, related to our share-based compensation plans. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The computation of basic and diluted net loss per share of Class A common stock and Class B common stock is as follows: Three Months Ended December 31, 2023 January 1, 2023 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (39,872) $ (25,560) $ (65,432) $ (897) $ (470) $ (1,367) Denominator Weighted-average shares outstanding 91,286,094 58,519,437 149,805,531 106,566,944 55,911,203 162,478,147 Net loss per share, basic & diluted $ (0.44) $ (0.44) $ (0.44) $ (0.01) $ (0.01) $ (0.01) Anti-dilutive shares excluded from diluted calculation* 18,837,614 26,362,340 Six Months Ended December 31, 2023 January 1, 2023 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (30,298) $ (18,877) $ (49,175) $ (24,743) $ (12,959) $ (37,702) Denominator Weighted-average shares outstanding 95,723,299 59,644,162 155,367,461 106,753,838 55,911,203 162,665,041 Net loss per share, basic & diluted $ (0.32) $ (0.32) $ (0.32) $ (0.23) $ (0.23) $ (0.23) Anti-dilutive shares excluded from diluted calculation* 18,772,390 25,696,874 *The impact of potentially dilutive Series A preferred stock, service based RSUs, stock options, and purchases of shares under our ESPP were excluded from the diluted per share calculations because they would have been antidilutive. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information December 31, January 1, Cash paid during the period for: Interest (1) $ 81,940 $ 44,210 Income taxes, net of refunds 2,424 4,205 Noncash investing and financing transactions: Assets obtained in build to suit arrangement — 13,601 Capital expenditures in accounts payable 19,885 13,563 Modifications of capital lease assets and liabilities — 3,922 Change in fair value of interest rate swap (4,697) — Unsettled trade receivable, net — (413) Excise tax 2,073 — (1) Includes cash paid for the interest portion on finance leases. See Note 6 - L ease s for more information |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 5, 2024, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.055 per share of common stock, which will be paid on March 8, 2024, to stockholders of record on February 23, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Pay vs Performance Disclosure | ||||
Net (loss) income | $ (63,469) | $ 1,435 | $ (45,250) | $ (32,099) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Thomas Shannon [Member] | |
Trading Arrangements, by Individual | |
Name | Thomas Shannon |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | December 4, 2023 |
Arrangement Duration | 513 days |
Aggregate Available | 2,300,000 |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2023. |
Principles of Consolidation | Principles of Consolidation: The 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 | 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 | Fair-value Estimates: We have various financial instruments included in our financial statements. Financial instruments are carried in our financial statements at either cost or fair value. We estimate fair value of assets and liabilities using the following hierarchy using the highest level possible: Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. |
Cash, Cash Equivalents and Restricted Cash | Cash and Cash Equivalents: |
Equity Method Investments | Equity Method Investments: |
Derivatives | Derivatives: We are exposed to interest rate risk. To manage this risk, we entered into interest rate collar derivative transactions associated with a portion of our outstanding debt. The interest rate collars, which are designated for accounting purposes as cash flow hedges, establish a cap and floor on the Secured Overnight Financing Rate (SOFR). The Company's interest rate collars expire on March 31, 2026. For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the effective portion of the gain or loss on the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Gains and losses on the financial derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The interest rate collar agreements effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to include a cap and floor, thus reducing the impact of interest rate changes on future interest expense. See Note 8 - Debt for more information. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders: |
Emerging Growth Company Status | Emerging Growth Company Status: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used. |
Recent Issued Accounting Standards | Recently Issued Accounting Standards: |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Major Revenue Categories | The following table presents the Company’s revenue disaggregated by major revenue categories: Three Months Ended Six Months Ended December 31, % of revenues January 1, % of revenues December 31, % of revenues January 1, % of revenues Major revenue categories: Bowling $ 145,295 47.5 % $ 131,426 48.1 % $ 261,725 49.1 % $ 246,753 49.0 % Food and beverage 111,192 36.4 % 100,657 36.8 % 186,105 34.9 % 179,680 35.7 % Amusement and other 45,415 14.9 % 36,748 13.4 % 75,784 14.2 % 67,557 13.4 % Media 3,769 1.2 % 4,554 1.7 % 9,462 1.8 % 9,655 1.9 % Total revenues $ 305,671 100.0 % $ 273,385 100.0 % $ 533,076 100.0 % $ 503,645 100.0 % |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Identifiable Assets Acquired Components of Consideration Transferred and the Transactional Related Expenses for Acquisitions | The following table summarizes the preliminary purchase price allocations for the fair values of the identifiable assets acquired and liabilities assumed, components of consideration transferred and the transactional related expenses using the acquisition method of accounting: Identifiable assets acquired and liabilities assumed Lucky Strike Other Acquisitions Total Current assets $ 586 $ 133 $ 719 Property and equipment 43,114 16,433 59,547 Operating lease ROU 95,232 12,923 108,155 Finance lease ROU 25,132 — 25,132 Identifiable intangible assets (1) 9,015 2,065 11,080 Goodwill 48,268 24,813 73,081 Deferred income tax asset 2,615 — 2,615 Total assets acquired $ 223,962 $ 56,367 $ 280,329 Current liabilities $ (3,350) $ (1,034) $ (4,384) Operating lease liabilities (106,910) (12,923) (119,833) Finance lease liabilities (22,996) — (22,996) Other liabilities (231) — (231) Total liabilities assumed (133,487) (13,957) (147,444) Total fair value, net of cash of $132 $ 90,475 $ 42,410 $ 132,885 Components of consideration transferred Cash $ 90,475 $ 41,716 $ 132,191 Holdback (2) — 694 694 Total $ 90,475 $ 42,410 $ 132,885 (1) Of the identifiable intangible assets acquired, $6,740 relates to the indefinite-lived Lucky Strike trade name. The remaining identifiable intangible assets acquired consist of definite-lived trade names, customer relationships, and non-compete agreements and indefinite-lived liquor licenses. See Note 4 - Goodwill and Other Intangible Assets for more information. (2) The holdback represents a portion of the consideration transferred that is retained to indemnify the Company for general claims during a certain period subsequent to the acquisition date (the “holdback period”). Holdback funds, to the extent any funds remain, are released to the seller upon expiration of the holdback period. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the period ended December 31, 2023: Balance as of July 2, 2023 $ 753,538 Goodwill resulting from acquisitions during fiscal year 2024 73,081 Balance as of December 31, 2023 $ 826,619 |
Schedule of Intangible Assets | December 31, 2023 July 2, 2023 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: AMF trade name $ 9,900 $ (9,583) $ 317 $ 9,900 $ (9,253) $ 647 Other acquisition trade names 4,460 (1,782) 2,678 2,630 (1,423) 1,207 Customer relationships 23,852 (20,700) 3,152 23,712 (18,755) 4,957 Management contracts 1,800 (1,744) 56 1,800 (1,726) 74 Non-compete agreements 4,131 (1,868) 2,263 3,211 (1,572) 1,639 PBA member, sponsor & media relationships 1,400 (683) 717 1,400 (627) 773 Other intangible assets 921 (472) 449 921 (377) 544 46,464 (36,832) 9,632 43,574 (33,733) 9,841 Indefinite-lived intangible assets: Liquor licenses 12,412 — 12,412 11,145 — 11,145 PBA trade name 3,100 — 3,100 3,100 — 3,100 Lucky Strike trade name 6,740 — 6,740 — — — Bowlero trade name 66,900 — 66,900 66,900 — 66,900 89,152 — 89,152 81,145 — 81,145 $ 135,616 $ (36,832) $ 98,784 $ 124,719 $ (33,733) $ 90,986 |
Schedule of Finite-lived Intangible Asset Amortization | The following table shows amortization expense for finite-lived intangible assets for each reporting period: Three Months Ended Six Months Ended December 31, 2023 January 1, 2023 December 31, 2023 January 1, 2023 Amortization expense $ 1,760 $ 1,862 $ 3,541 $ 3,444 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2023 and July 2, 2023, property and equipment consists of: December 31, 2023 July 2, 2023 Land $ 101,482 $ 98,896 Building and leasehold improvements 614,445 522,846 Equipment, furniture, and fixtures 536,568 472,146 Construction in progress 45,115 43,271 1,297,610 1,137,159 Accumulated depreciation (491,514) (439,309) Property and equipment, net of accumulated depreciation $ 806,096 $ 697,850 |
Schedule of Depreciation Expenses Related to Property and Equipment | The following table shows depreciation expense related to property and equipment for each reporting period: Three Months Ended Six Months Ended December 31, 2023 January 1, 2023 December 31, 2023 January 1, 2023 Depreciation expense $ 29,453 $ 21,925 $ 53,631 $ 42,264 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of summarize the company’s costs for operating and capital leases | The following table summarizes the components of the net lease cost for each reporting period: Three Months Ended Six Months Ended Lease Costs: Location on Consolidated Statements of Operations December 31, 2023 December 31, 2023 Operating Lease Costs: (1) Operating lease costs associated with master leases Primarily cost of revenues $ 4,428 $ 8,856 Operating lease costs associated with non-master leases Primarily cost of revenues 14,691 26,268 Gains from modifications to operating leases Other operating expense — (499) Finance Lease Costs: Amortization of right-of-use assets Primarily cost of revenues 4,379 8,490 Interest on lease liabilities Interest expense, net 12,467 24,488 Financing Obligation Costs: Interest expense Interest expense, net 8,138 8,244 Variable lease cost (2) Primarily cost of revenues 19,182 37,185 Short-term lease cost (3) Cost of revenues; SG&A 320 570 Sublease income Revenues (1,324) (2,628) Total net lease costs $ 62,281 $ 110,974 (1) This represents cash and non-cash lease costs for operating leases. Operating lease costs are recognized evenly over the remaining lease term and differ from the actual cash payments made for our leases. Cash payments and lease costs can differ due to the timing of cash payments relative to straight-line rent expense, non-cash adjustments as a result of purchase accounting, and various other non-cash adjustments to lease costs. Please see the table below for cash paid for our leases. (2) This includes variable leases costs such as utilities, common area maintenance, property insurance, real estate taxes, and percentage rent (3) Sublease income primarily represents short-term leases with pro-shops and various retail tenants Supplemental cash flow information related to leases for the six months ended December 31, 2023: December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities (1) Operating cash flows paid for operating leases $ 31,690 Operating cash flows paid for interest portion of finance leases 22,398 Financing cash flows paid for principal portion of finance leases 3,165 Operating cash flows paid for interest portion of financing obligations 6,610 (1) |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of December 31, 2023 and July 2, 2023, accounts payable and accrued expenses consist of: December 31, 2023 July 2, 2023 Accounts Payable $ 51,353 $ 53,513 Customer deposits 24,212 12,703 Taxes and licenses 17,968 13,076 Compensation 13,618 14,670 Deferred revenue 13,552 7,144 Insurance 6,157 6,168 Professional fees 5,334 4,307 Utilities 4,616 4,607 Interest 1,072 904 Other 4,788 4,134 Total accounts payable and accrued expenses $ 142,670 $ 121,226 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Structure | The following table summarizes the Company’s debt structure as of December 31, 2023 and July 2, 2023: December 31, 2023 July 2, 2023 First Lien Credit Facility Term Loan (Maturing February 8, 2028 and bearing variable rate interest; 8.85% and 8.65% at December 31, 2023 and July 2, 2023, respectively) $ 1,144,250 $ 1,150,000 Other Equipment Loans 14,187 14,662 1,158,437 1,164,662 Less: Unamortized financing costs (15,113) (16,637) Current portion of unamortized financing costs 3,243 3,123 Current maturities of long-term debt (12,491) (12,461) Total long-term debt $ 1,134,076 $ 1,138,687 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2023 and July 2, 2023 are as follows: December 31, 2023 July 2, 2023 Carrying value $ 1,158,437 $ 1,164,662 Fair value 1,159,868 1,158,912 |
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 December 31, 2023 and July 2, 2023: December 31, 2023 Level 1 Level 2 Level 3 Total Interest rate collars $ — $ 89 $ — $ 89 Earnout shares — — 135,479 135,479 Total liabilities $ — $ 89 $ 135,479 $ 135,568 July 2, 2023 Level 1 Level 2 Level 3 Total Interest rate collars $ — $ 4,608 $ — $ 4,608 Total assets $ — $ 4,608 $ — $ 4,608 Earnout shares $ — $ — $ 112,041 $ 112,041 Total liabilities $ — $ — $ 112,041 $ 112,041 |
Schedule of Fair Value of the Warrant Liability is Classified as Level 1 and Level 3 | The fair value of earnout shares was estimated using a Monte Carlo simulation model (level 3 inputs). The key inputs into the Monte Carlo simulation as of December 31, 2023 were as follows: Earnout Expected term in years 2.96 Expected volatility 50% Risk-free interest rate 4.02% Stock price $ 14.16 Dividend yield 1.62% |
Schedule of Classification of the Derivative Liability Fair Value | The following table sets forth a summary of changes in the estimated fair value of the Company's Level 3 Earnout liability for the three and six months ended December 31, 2023 and January 1, 2023: Three Months Ended Six Months Ended December 31, 2023 January 1, 2023 December 31, 2023 January 1, 2023 Balance as of beginning of period $ 71,364 $ 251,779 $ 112,041 $ 210,952 Issuances 24 2 29 69 Changes in fair value 64,091 30,776 23,409 71,536 Balance as of end of period $ 135,479 $ 282,557 $ 135,479 $ 282,557 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Compensation Cost by Plan | As of December 31, 2023 and July 2, 2023, the total compensation cost not yet recognized is as follows: Award Plan December 31, 2023 July 2, 2023 Stock options 2021 Plan $ 21,407 $ 31,032 Service based RSUs 2021 Plan 4,332 5,743 Market and service based RSUs 2021 Plan 891 1,351 Earnout RSUs 2021 Plan 245 300 ESPP — 378 Total unrecognized compensation cost $ 26,875 $ 38,804 Share-based compensation recognized in the consolidated statements of operations for the periods ended December 31, 2023 and January 1, 2023 is as follows: Three Months Ended Six Months Ended Award Plan December 31, January 1, December 31, January 1, Stock options 2021 Plan $ 2,495 $ 2,383 $ 3,164 $ 4,741 Service based RSUs 2021 Plan 949 1,345 1,863 2,326 Market and service based RSUs 2021 Plan 141 148 311 289 Earnout RSUs 2021 Plan 15 50 35 95 ESPP 89 110 227 233 Total share-based compensation expense $ 3,689 $ 4,036 $ 5,600 $ 7,684 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net loss per share of Class A common stock and Class B common stock is as follows: Three Months Ended December 31, 2023 January 1, 2023 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (39,872) $ (25,560) $ (65,432) $ (897) $ (470) $ (1,367) Denominator Weighted-average shares outstanding 91,286,094 58,519,437 149,805,531 106,566,944 55,911,203 162,478,147 Net loss per share, basic & diluted $ (0.44) $ (0.44) $ (0.44) $ (0.01) $ (0.01) $ (0.01) Anti-dilutive shares excluded from diluted calculation* 18,837,614 26,362,340 Six Months Ended December 31, 2023 January 1, 2023 Class A Class B Total Class A Class B Total Numerator Net loss allocated to common stockholders $ (30,298) $ (18,877) $ (49,175) $ (24,743) $ (12,959) $ (37,702) Denominator Weighted-average shares outstanding 95,723,299 59,644,162 155,367,461 106,753,838 55,911,203 162,665,041 Net loss per share, basic & diluted $ (0.32) $ (0.32) $ (0.32) $ (0.23) $ (0.23) $ (0.23) Anti-dilutive shares excluded from diluted calculation* 18,772,390 25,696,874 *The impact of potentially dilutive Series A preferred stock, service based RSUs, stock options, and purchases of shares under our ESPP were excluded from the diluted per share calculations because they would have been antidilutive. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | December 31, January 1, Cash paid during the period for: Interest (1) $ 81,940 $ 44,210 Income taxes, net of refunds 2,424 4,205 Noncash investing and financing transactions: Assets obtained in build to suit arrangement — 13,601 Capital expenditures in accounts payable 19,885 13,563 Modifications of capital lease assets and liabilities — 3,922 Change in fair value of interest rate swap (4,697) — Unsettled trade receivable, net — (413) Excise tax 2,073 — (1) Includes cash paid for the interest portion on finance leases. See Note 6 - L ease s for more information |
Description of Business and S_3
Description of Business and Significant Accounting Policies - Equity method investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Accounting Policies [Abstract] | ||
Equity method investments | $ 25,583 | $ 1,180 |
Revenue - Schedule of revenue d
Revenue - Schedule of revenue disaggregated by major revenue categories (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 305,671 | $ 273,385 | $ 533,076 | $ 503,645 |
Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 100% | 100% | 100% | 100% |
Bowling | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 145,295 | $ 131,426 | $ 261,725 | $ 246,753 |
Bowling | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 47.50% | 48.10% | 49.10% | 49% |
Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 111,192 | $ 100,657 | $ 186,105 | $ 179,680 |
Food and beverage | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 36.40% | 36.80% | 34.90% | 35.70% |
Amusement and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 45,415 | $ 36,748 | $ 75,784 | $ 67,557 |
Amusement and other | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 14.90% | 13.40% | 14.20% | 13.40% |
Media | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues amount | $ 3,769 | $ 4,554 | $ 9,462 | $ 9,655 |
Media | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues percentage | 1.20% | 1.70% | 1.80% | 1.90% |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) center acquisition | |
Merger and Acquisitions (Details) [Line Items] | |
Number of bowling entertainment centers acquired (in centers) | center | 1 |
Asset acquisition, consideration | $ | $ 6,065 |
Lucky Strike | |
Merger and Acquisitions (Details) [Line Items] | |
Number of bowling entertainment centers acquired (in centers) | center | 14 |
Consideration transferred | $ | $ 90,475 |
Business combinations | |
Merger and Acquisitions (Details) [Line Items] | |
Number of bowling entertainment centers acquired (in centers) | center | 4 |
Number of acquisitions (in acquisitions) | acquisition | 3 |
Consideration transferred | $ | $ 42,410 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of business combinations (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Jul. 02, 2023 | |
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | |||
Goodwill | $ 826,619 | $ 753,538 | |
Components of consideration transferred | |||
Cash | 132,885 | $ 79,582 | |
2024 Business Acquisitions | |||
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | |||
Current assets | 719 | ||
Property and equipment | 59,547 | ||
Operating lease ROU | 108,155 | ||
Finance lease ROU | 25,132 | ||
Identifiable intangible asset | 11,080 | ||
Goodwill | 73,081 | ||
Deferred income tax asset | 2,615 | ||
Total assets acquired | 280,329 | ||
Current liabilities | (4,384) | ||
Operating lease liabilities | (119,833) | ||
Finance lease liabilities | (22,996) | ||
Other liabilities | (231) | ||
Total liabilities assumed | (147,444) | ||
Total fair value, net of cash of $132 | 132,885 | ||
Components of consideration transferred | |||
Cash | 132,191 | ||
Holdback | 694 | ||
Total consideration transferred | 132,885 | ||
Cash acquired | 132 | ||
Lucky Strike | |||
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | |||
Current assets | 586 | ||
Property and equipment | 43,114 | ||
Operating lease ROU | 95,232 | ||
Finance lease ROU | 25,132 | ||
Identifiable intangible asset | 9,015 | ||
Goodwill | 48,268 | ||
Deferred income tax asset | 2,615 | ||
Total assets acquired | 223,962 | ||
Current liabilities | (3,350) | ||
Operating lease liabilities | (106,910) | ||
Finance lease liabilities | (22,996) | ||
Other liabilities | (231) | ||
Total liabilities assumed | (133,487) | ||
Total fair value, net of cash of $132 | 90,475 | ||
Components of consideration transferred | |||
Cash | 90,475 | ||
Holdback | 0 | ||
Total consideration transferred | 90,475 | ||
Lucky Strike | Trade Names | |||
Components of consideration transferred | |||
Indefinite lived intangibles | 6,740 | ||
Other Acquisitions | |||
Merger and Acquisitions (Details) - Schedule of business combinations [Line Items] | |||
Current assets | 133 | ||
Property and equipment | 16,433 | ||
Operating lease ROU | 12,923 | ||
Finance lease ROU | 0 | ||
Identifiable intangible asset | 2,065 | ||
Goodwill | 24,813 | ||
Deferred income tax asset | 0 | ||
Total assets acquired | 56,367 | ||
Current liabilities | (1,034) | ||
Operating lease liabilities | (12,923) | ||
Finance lease liabilities | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (13,957) | ||
Total fair value, net of cash of $132 | 42,410 | ||
Components of consideration transferred | |||
Cash | 41,716 | ||
Holdback | 694 | ||
Total consideration transferred | $ 42,410 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of changes in the carrying amount of goodwill (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 753,538 |
Goodwill resulting from acquisitions during fiscal year 2024 | 73,081 |
Ending balance | $ 826,619 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | $ 46,464 | $ 43,574 |
Accumulated amortization | (36,832) | (33,733) |
Finite-lived intangible assets, Net carrying amount | 9,632 | 9,841 |
Indefinite-lived intangible assets | 89,152 | 81,145 |
Gross carrying amount | 135,616 | 124,719 |
Net carrying amount | 98,784 | 90,986 |
Liquor licenses | ||
Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets | 12,412 | 11,145 |
PBA trade name | ||
Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets | 3,100 | 3,100 |
Lucky Strike trade name | ||
Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets | 6,740 | 0 |
Bowlero trade name | ||
Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets | 66,900 | 66,900 |
AMF trade name | ||
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 9,900 | 9,900 |
Accumulated amortization | (9,583) | (9,253) |
Finite-lived intangible assets, Net carrying amount | 317 | 647 |
Other acquisition trade names | ||
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 4,460 | 2,630 |
Accumulated amortization | (1,782) | (1,423) |
Finite-lived intangible assets, Net carrying amount | 2,678 | 1,207 |
Customer relationships | ||
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 23,852 | 23,712 |
Accumulated amortization | (20,700) | (18,755) |
Finite-lived intangible assets, Net carrying amount | 3,152 | 4,957 |
Management contracts | ||
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 1,800 | 1,800 |
Accumulated amortization | (1,744) | (1,726) |
Finite-lived intangible assets, Net carrying amount | 56 | 74 |
Non-compete agreements | ||
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 4,131 | 3,211 |
Accumulated amortization | (1,868) | (1,572) |
Finite-lived intangible assets, Net carrying amount | 2,263 | 1,639 |
PBA member, sponsor & media relationships | ||
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 1,400 | 1,400 |
Accumulated amortization | (683) | (627) |
Finite-lived intangible assets, Net carrying amount | 717 | 773 |
Other intangible assets | ||
Intangible Assets Disclosure [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 921 | 921 |
Accumulated amortization | (472) | (377) |
Finite-lived intangible assets, Net carrying amount | $ 449 | $ 544 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Finite-lived intangible asset amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,760 | $ 1,862 | $ 3,541 | $ 3,444 |
Property and Equipment - Schedu
Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,297,610 | $ 1,137,159 |
Accumulated depreciation | (491,514) | (439,309) |
Property and equipment, net of accumulated depreciation | 806,096 | 697,850 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 101,482 | 98,896 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 614,445 | 522,846 |
Equipment, furniture, and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 536,568 | 472,146 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 45,115 | $ 43,271 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of depreciation expense related to property and equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 29,453 | $ 21,925 | $ 53,631 | $ 42,264 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 6 Months Ended | ||
Oct. 19, 2023 USD ($) renewal_option center | Dec. 31, 2023 USD ($) | Jan. 01, 2023 USD ($) | |
Operating Leased Assets [Line Items] | |||
Proceeds from sale-leaseback financing | $ 408,510 | $ 10,363 | |
VICI Properties, Inc. | |||
Operating Leased Assets [Line Items] | |||
Number of bowling centers sold | center | 38 | ||
Sale consideration on transfer of bowling entertainment centers | $ 432,900 | ||
Proceeds from sale-leaseback financing | 408,510 | ||
Limited partner's interest | 24,390 | ||
Initial total annual rent | $ 31,600 | ||
Escalation rate, percentage of CPI | 2% | ||
Lease term | 25 years | 55 years | |
Number of renewal options | renewal_option | 6 | ||
Renewal term | 5 years | ||
VICI Properties, Inc. | Maximum | |||
Operating Leased Assets [Line Items] | |||
Escalation rate, percentage of CPI | 2.50% |
Leases - Lease costs (Details)
Leases - Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Leases [Abstract] | ||
Operating lease costs associated with master leases | $ 4,428 | $ 8,856 |
Operating lease costs associated with non-master leases | 14,691 | 26,268 |
Gains from modifications to operating leases | 0 | (499) |
Amortization of right-of-use assets | 4,379 | 8,490 |
Interest on lease liabilities | 12,467 | 24,488 |
Interest expense | 8,138 | 8,244 |
Variable lease cost | 19,182 | 37,185 |
Short-term lease cost | 320 | 570 |
Sublease income | (1,324) | (2,628) |
Total net lease costs | $ 62,281 | $ 110,974 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows paid for operating leases | $ 31,690 |
Operating cash flows paid for interest portion of finance leases | 22,398 |
Financing cash flows paid for principal portion of finance leases | 3,165 |
Operating cash flows paid for interest portion of financing obligations | $ 6,610 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 51,353 | $ 53,513 |
Customer deposits | 24,212 | 12,703 |
Taxes and licenses | 17,968 | 13,076 |
Compensation | 13,618 | 14,670 |
Deferred revenue | 13,552 | 7,144 |
Insurance | 6,157 | 6,168 |
Professional fees | 5,334 | 4,307 |
Utilities | 4,616 | 4,607 |
Interest | 1,072 | 904 |
Other | 4,788 | 4,134 |
Total accounts payable and accrued expenses | $ 142,670 | $ 121,226 |
Debt - Schedule of debt structu
Debt - Schedule of debt structure (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 1,158,437 | $ 1,164,662 |
Less: | ||
Unamortized financing costs | (15,113) | (16,637) |
Current portion of unamortized financing costs | 3,243 | 3,123 |
Current maturities of long-term debt | (12,491) | (12,461) |
Long-term debt, net | 1,134,076 | 1,138,687 |
First Lien Credit Facility Term Loan | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 1,144,250 | $ 1,150,000 |
Interest rate | 8.85% | 8.65% |
Other Equipment Loans | ||
Debt (Details) - Schedule of debt structure [Line Items] | ||
Long-term debt, gross | $ 14,187 | $ 14,662 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||
Sep. 29, 2023 USD ($) | Aug. 19, 2022 USD ($) | Dec. 17, 2021 | Dec. 31, 2023 USD ($) | Jul. 02, 2023 USD ($) | Apr. 04, 2023 | Mar. 31, 2023 USD ($) derivative_instrument | |
Debt [Line Items] | |||||||
Utilization percentage | 0.35 | ||||||
Outstanding standby letters of credit | $ 12,621 | $ 10,386 | |||||
Interest Rate Collar | |||||||
Debt [Line Items] | |||||||
Number of instruments held | derivative_instrument | 2 | ||||||
Derivative, Notional Amount | $ 800,000 | ||||||
Derivative, fair value, net | (89) | $ 4,608 | |||||
Interest Rate Collar One | |||||||
Debt [Line Items] | |||||||
Derivative, Notional Amount | 400,000 | ||||||
Interest Rate Collar Two | |||||||
Debt [Line Items] | |||||||
Derivative, Notional Amount | $ 400,000 | ||||||
Maximum | |||||||
Debt [Line Items] | |||||||
Leverage ratio | 6 | ||||||
Revolving Credit Facility | |||||||
Debt [Line Items] | |||||||
Maximum borrowing capacity | 235,000 | ||||||
SOFR | Interest Rate Collar | |||||||
Debt [Line Items] | |||||||
Interest rate | 5.50% | ||||||
SOFR | Interest Rate Collar One | |||||||
Debt [Line Items] | |||||||
Floor interest rate | 0.9429% | ||||||
SOFR | Interest Rate Collar Two | |||||||
Debt [Line Items] | |||||||
Floor interest rate | 0.9355% | ||||||
Term Loan | |||||||
Debt [Line Items] | |||||||
Principal amount | $ 1,150,000 | ||||||
Principal payments | $ 2,875 | ||||||
Term Loan | Amendment No. 8 Term Loan | |||||||
Debt [Line Items] | |||||||
Interest period | 1 month | ||||||
Term Loan | Amendment No. 8 Term Loan | Debt Instrument, Interest Period One | |||||||
Debt [Line Items] | |||||||
Interest period | 1 month | ||||||
Term Loan | Amendment No. 8 Term Loan | Debt Instrument, Interest Period Two | |||||||
Debt [Line Items] | |||||||
Interest period | 3 months | ||||||
Term Loan | Amendment No. 8 Term Loan | Debt Instrument, Interest Period Three | |||||||
Debt [Line Items] | |||||||
Interest period | 6 months | ||||||
Term Loan | SOFR | |||||||
Debt [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 3.50% | ||||||
Loans | Equipment loan agreement | |||||||
Debt [Line Items] | |||||||
Principal amount | $ 15,350 | ||||||
Monthly fixed payment | $ 153 | ||||||
Fixed interest rate | 6.24% |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 13.50% | 6.50% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Age Discrimination Claims for 2016-2019 with EEOC | Dec. 31, 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 |
Earnouts (Details)
Earnouts (Details) | 6 Months Ended | |
Dec. 31, 2023 USD ($) tradingDay $ / shares shares | Jul. 02, 2023 shares | |
Earnouts [Line Items] | ||
Fair value of earnout shares | $ | $ 52,699 | |
Class A ordinary shares | ||
Earnouts [Line Items] | ||
Price per unit (in dollars per share) | $ / shares | $ 17.50 | |
Earnout shares | ||
Earnouts [Line Items] | ||
Threshold trading days (in trading days) | 10 | |
Threshold consecutive trading days (in trading days) | 20 | |
Earnout shares | ||
Earnouts [Line Items] | ||
Number of shares outstanding | shares | 11,418,357 | 11,418,357 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of fair value and carrying value of our debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Carrying value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt | $ 1,158,437 | $ 1,164,662 |
Fair value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt | $ 1,159,868 | $ 1,158,912 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of fair value measurements and hierarchy level (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jul. 02, 2023 |
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Interest rate collars | $ 89 | $ 4,608 |
Total assets | 4,608 | |
Earnout shares | 135,479 | 112,041 |
Total liabilities | 135,568 | 112,041 |
Level 1 | ||
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Interest rate collars | 0 | 0 |
Total assets | 0 | |
Earnout shares | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Interest rate collars | 89 | 4,608 |
Total assets | 4,608 | |
Earnout shares | 0 | 0 |
Total liabilities | 89 | 0 |
Level 3 | ||
Fair Value of Financial Instruments (Details) - Schedule of fair value measurements and hierarchy level [Line Items] | ||
Interest rate collars | 0 | 0 |
Total assets | 0 | |
Earnout shares | 135,479 | 112,041 |
Total liabilities | $ 135,479 | $ 112,041 |
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) | Dec. 31, 2023 $ / shares yr |
Expected term in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | yr | 2.96 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | 0.50 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | 0.0402 |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | $ / shares | 14.16 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout | 0.0162 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of changes in the estimated fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Changes in fair value | $ 64,091 | $ 30,776 | $ 23,409 | $ 71,536 |
Earnout | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value, beginning balance | 71,364 | 251,779 | 112,041 | 210,952 |
Issuances | 24 | 2 | 29 | 69 |
Changes in fair value | 64,091 | 30,776 | 23,409 | 71,536 |
Fair value, ending balance | $ 135,479 | $ 282,557 | $ 135,479 | $ 282,557 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Items measured at fair value on a non-recurring basis (Details) $ in Thousands | Oct. 19, 2023 USD ($) |
VICI Properties, Inc. | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Limited partner's interest | $ 24,390 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Stockholders' Equity (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) class $ / shares shares | Oct. 01, 2023 USD ($) | Jan. 01, 2023 USD ($) | Oct. 02, 2022 USD ($) | Dec. 31, 2023 USD ($) class $ / shares shares | Jan. 01, 2023 USD ($) | Jul. 02, 2023 $ / shares shares | Feb. 02, 2024 USD ($) | Sep. 06, 2023 USD ($) | May 15, 2023 USD ($) | Feb. 07, 2022 USD ($) | |
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||||||||
Number of stock classes (in classes) | class | 3 | 3 | |||||||||
Total authorized shares (in shares) | 2,400,000,000 | 2,400,000,000 | |||||||||
Shares held in treasury (in shares) | 30,960,342 | 30,960,342 | 11,312,302 | ||||||||
Dividend rate percentage | 5.50% | ||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | $ 1,000 | |||||||||
Preferred stock dividends, cash paid per share (in dollars per share) | $ / shares | $ 29.10 | ||||||||||
Payment of dividends | $ | $ 3,969,000 | $ 0 | |||||||||
Authorized amount | $ | $ 200,000,000 | ||||||||||
Maximum amount to be replenished | $ | $ 200,000,000 | $ 200,000,000 | |||||||||
Remaining balance under repurchase plan | $ | $ 54,168,000 | $ 54,168,000 | |||||||||
Share repurchases | $ | $ 80,963,000 | $ 132,663,000 | $ 7,949,000 | $ 5,462,000 | |||||||
Subsequent event | |||||||||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||||||||
Authorized amount | $ | $ 551,518,000 | ||||||||||
Maximum amount to be replenished | $ | $ 200,000,000 | ||||||||||
Class A common Stock | |||||||||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued (in shares) | 90,664,596 | 90,664,596 | 107,666,301 | ||||||||
Common stock shares outstanding (in shares) | 90,664,596 | 90,664,596 | 107,666,301 | ||||||||
Shares subject to possible forfeiture (in shares) | 1,593,593 | 1,595,930 | |||||||||
Shares repurchased (in shares) | 19,648,040 | ||||||||||
Share repurchases | $ | $ 211,551,000 | ||||||||||
Average purchase price (in dollars per share) | $ / shares | $ 10.77 | ||||||||||
Class B common Stock | |||||||||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares issued (in shares) | 58,519,437 | 58,519,437 | 60,819,437 | ||||||||
Common stock shares outstanding (in shares) | 58,519,437 | 58,519,437 | 60,819,437 | ||||||||
Series A preferred stock | |||||||||||
Common Stock, Preferred Stock and Stockholders' Equity [Line Items] | |||||||||||
Preferred stock shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued (in shares) | 136,373 | 136,373 | 136,373 | ||||||||
Preferred stock, shares outstanding (in shares) | 136,373 | 136,373 | 136,373 |
Share-Based Compensation - Tota
Share-Based Compensation - Total compensation cost by plan (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 USD ($) plan | Jan. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) plan | Jan. 01, 2023 USD ($) | Jul. 02, 2023 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |||||
Number of stock plans | plan | 3 | 3 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | $ 26,875 | $ 26,875 | $ 38,804 | ||
Stock-based compensation expense | 3,689 | $ 4,036 | 5,600 | $ 7,684 | |
Stock options | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 21,407 | 21,407 | 31,032 | ||
Stock-based compensation expense | 2,495 | 2,383 | 3,164 | 4,741 | |
Service based RSUs | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 4,332 | 4,332 | 5,743 | ||
Stock-based compensation expense | 949 | 1,345 | 1,863 | 2,326 | |
Market and service based RSUs | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 891 | 891 | 1,351 | ||
Stock-based compensation expense | 141 | 148 | 311 | 289 | |
Earnout RSUs | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 245 | 245 | 300 | ||
Stock-based compensation expense | 15 | 50 | 35 | 95 | |
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total compensation cost not yet recognized | 0 | 0 | $ 378 | ||
Stock-based compensation expense | $ 89 | $ 110 | $ 227 | $ 233 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | |
Numerator | ||||
Net loss allocated to common stockholders, basic | $ (65,432) | $ (1,367) | $ (49,175) | $ (37,702) |
Net loss allocated to common stockholders, diluted | $ (65,432) | $ (1,367) | $ (49,175) | $ (37,702) |
Denominator | ||||
Weighted-average shares outstanding, basic (in shares) | 149,805,531 | 162,478,147 | 155,367,461 | 162,665,041 |
Weighted-average shares outstanding, diluted (in shares) | 149,805,531 | 162,478,147 | 155,367,461 | 162,665,041 |
Net loss per share | ||||
Net loss per share, basic (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Net loss per share, diluted (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Potentially dilutive securities excluded from diluted per share calculations (in shares) | 18,837,614 | 26,362,340 | 18,772,390 | 25,696,874 |
Class A ordinary shares | ||||
Numerator | ||||
Net loss allocated to common stockholders, basic | $ (39,872) | $ (897) | $ (30,298) | $ (24,743) |
Net loss allocated to common stockholders, diluted | $ (39,872) | $ (897) | $ (30,298) | $ (24,743) |
Denominator | ||||
Weighted-average shares outstanding, basic (in shares) | 91,286,094 | 106,566,944 | 95,723,299 | 106,753,838 |
Weighted-average shares outstanding, diluted (in shares) | 91,286,094 | 106,566,944 | 95,723,299 | 106,753,838 |
Net loss per share | ||||
Net loss per share, basic (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Net loss per share, diluted (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Class B ordinary shares | ||||
Numerator | ||||
Net loss allocated to common stockholders, basic | $ (25,560) | $ (470) | $ (18,877) | $ (12,959) |
Net loss allocated to common stockholders, diluted | $ (25,560) | $ (470) | $ (18,877) | $ (12,959) |
Denominator | ||||
Weighted-average shares outstanding, basic (in shares) | 58,519,437 | 55,911,203 | 59,644,162 | 55,911,203 |
Weighted-average shares outstanding, diluted (in shares) | 58,519,437 | 55,911,203 | 59,644,162 | 55,911,203 |
Net loss per share | ||||
Net loss per share, basic (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Net loss per share, diluted (in dollars per share) | $ (0.44) | $ (0.01) | $ (0.32) | $ (0.23) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of supplemental cash flow (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Jan. 01, 2023 | |
Cash paid during the period for: | ||
Interest | $ 81,940 | $ 44,210 |
Income taxes, net of refunds | 2,424 | 4,205 |
Noncash investing and financing transactions: | ||
Assets obtained in build to suit arrangement | 0 | 13,601 |
Capital expenditures in accounts payable | 19,885 | 13,563 |
Modifications of capital lease assets and liabilities | 0 | 3,922 |
Change in fair value of interest rate swap | (4,697) | 0 |
Unsettled trade receivable, net | 0 | (413) |
Excise tax | $ 2,073 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 05, 2024 $ / shares |
Subsequent event | |
Subsequent Event [Line Items] | |
Common stock dividends declared per share (in dollars per share) | $ 0.055 |