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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

November 4, 2024
Date of Report (date of earliest event reported)
___________________________________
BOWLERO CORP.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-40142
(Commission File Number)
98-1632024
(I.R.S. Employer Identification Number)
7313 Bell Creek Road
Mechanicsville, Virginia 23111
(Address of principal executive offices and zip code)
(804) 417-2000
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $0.0001BOWLThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02 - Results of Operations and Financial Condition

On November 4, 2024, Bowlero Corp. (the “Company”) issued a press release announcing its preliminary financial results for the first quarter of fiscal year 2025, which ended on September 29, 2024. A copy of the Company’s press release is being furnished herewith as Exhibit 99.1.

The information furnished with this Item 2.02 (including the preliminary financial results and related information included in Exhibit 99.1 referenced under Item 9.01 below) of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 - Regulation FD Disclosure
The Company will host a webcast on November 4, 2024 at 4:30 p.m. Eastern Time to review its results for the first quarter of fiscal year 2025, which ended on September 29, 2024.

The presentation to be used for the webcast, any future investor presentations or updates thereto will be available on the Company’s website at https://ir.bowlerocorp.com/overview/default.aspx. These presentations will be accessible by the public on such website for a limited period of time.

Change in Consolidated Statements of Operations Presentation

In the first quarter of fiscal year 2025, the Company made a change to its consolidated statements of operations presentation in order to enhance our disclosures by disaggregating previously combined revenues and costs of revenues, reclassifying depreciation and amortization to be a separate financial statement line item, and reclassifying certain amounts to selling, general, and administrative expenses. The change in presentation will enhance the comparability of our financial statements with industry peers and present a more detailed picture of our operations.

The financial results for the preceding two fiscal years and corresponding eight fiscal quarters presented below have been updated to conform with the change in consolidated statements of operations presentation. The reclassifications to conform certain prior period amounts had no impact to revenue, income (loss) from operations, net income (loss), earnings (loss) per share, retained earnings or other components of equity or net assets for any of the periods presented below.




Unaudited
Three Months EndedFiscal Year Ended
October 1,
2023
December 31,
2023
March 31,
2024
June 30,
2024
June 30,
2024
Revenues
Bowling$116,430 $145,295 $165,528 $130,709 $557,962 
Food & beverage74,913 111,192 118,032 97,246 401,383 
Amusement & other36,062 49,184 54,110 55,913 195,269 
Total revenues227,405 305,671 337,670 283,868 1,154,614 
Costs and expenses
Location operating costs, excluding depreciation and amortization73,373 78,837 86,766 89,575 328,551 
Location payroll and benefit costs63,054 77,742 78,645 67,765 287,206 
Location food and beverage costs16,685 23,920 27,178 22,969 90,752 
Selling, general and administrative expenses, excluding depreciation and amortization38,124 35,835 37,121 36,927 148,007 
Depreciation and amortization31,352 37,071 36,327 40,614 145,364 
(Gain) loss on impairment and disposal of fixed assets, net(1)50 1,011 60,373 61,433 
Other operating (income) expense(538)2,739 (390)(100)1,711 
Total costs and expenses222,049 256,194 266,658 318,123 1,063,024 
Operating income (loss)5,356 49,477 71,012 (34,255)91,590 
Other (income) expenses
Interest expense, net37,449 46,236 46,890 47,036 177,611 
Change in fair value of earnout liability(40,682)64,091 (8,868)10,915 25,456 
Other expense53 10 10 76 
Total other (income) expense(3,180)110,337 38,025 57,961 203,143 
Income (loss) before income tax (benefit) expense8,536 (60,860)32,987 (92,216)(111,553)
Income tax (benefit) expense(9,683)2,609 9,141 (30,039)(27,972)
Net income (loss)$18,219 $(63,469)$23,846 $(62,177)$(83,581)



Unaudited
Three Months EndedFiscal Year Ended
October 2,
2022
January 1,
2023
April 2,
2023
July 2,
2023
July 2,
2023
Revenues
Bowling$115,327 $131,426 $154,960 $116,715 $518,428 
Food & beverage79,023 100,657 111,708 81,219 372,607 
Amusement & other35,910 41,302 49,057 41,486 167,755 
Total revenues230,260 273,385 315,725 239,420 1,058,790 
Costs and expenses
Location operating costs, excluding depreciation and amortization62,796 65,088 65,236 75,365 268,485 
Location payroll and benefit costs59,812 65,229 71,736 65,550 262,327 
Location food and beverage costs18,215 21,720 24,618 18,492 83,045 
Selling, general and administrative expenses, excluding depreciation and amortization32,296 34,102 35,306 35,579 137,283 
Depreciation and amortization26,267 29,303 29,444 24,391 109,405 
(Gain) loss on impairment and disposal of fixed assets, net(71)(1,823)297 958 (639)
Other operating (income) expense(328)(670)(496)(422)(1,916)
Total costs and expenses198,987 212,949 226,141 219,913 857,990 
Operating income (loss)31,273 60,436 89,584 19,507 200,800 
Other (income) expenses
Interest expense, net23,570 27,379 29,117 30,785 110,851 
Change in fair value of earnout liability40,760 30,776 87,222 (73,406)85,352 
Other expense48 (678)5,986 1,436 6,792 
Total other (income) expense64,378 57,477 122,325 (41,185)202,995 
Income (loss) before income tax (benefit) expense(33,105)2,959 (32,741)60,692 (2,195)
Income tax (benefit) expense429 1,524 (668)(85,528)(84,243)
Net income (loss)$(33,534)$1,435 $(32,073)$146,220 $82,048 

The information referenced under Item 7.01 of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filings under the Securities Act or the Exchange Act.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOWLERO CORP.
Date: November 4, 2024
By:
/s/ Robert M. Lavan
Name:
Robert M. Lavan
Title:
Chief Financial Officer