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FALSE000184057200018405722023-05-172023-05-17

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

Date of Report (date of earliest event reported): May 17, 2023
___________________________________
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 $0.0001 BOWL The 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 May 17, 2023, Bowlero Corp. (the “Company”) issued a press release announcing its preliminary financial results for the third quarter of fiscal year 2023, which ended on April 2, 2023. 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 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 May 17, 2023 at 4:30 p.m. Eastern Time to review its results for the third quarter of fiscal year 2023, which ended on April 2, 2023.

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.

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: May 17, 2023
By:
/s/ Brett I. Parker
Name:
Brett I. Parker
Title:
President and Chief Financial Officer


EX-99.1 2 q3fy-23pressrelease.htm EX-99.1 Document

Bowlero Corp. Announces Record-Breaking Results for the Third Quarter of Fiscal Year 2023

•Revenue was a record-breaking $316 million in the third quarter, growing $58 million, or 22%, year-over-year, and $111 million, or 54%, relative to the corresponding pre-pandemic period.1 Same-store revenue2 increased $43 million, or 17%, year-over-year, and grew $54 million, or 30%, vs. the comparable pre-pandemic period.
•Net Loss was $32 million in the third quarter, a $14 million, or 78%, greater loss vs. the prior year's quarter, and a $60 million, or 217%, greater loss relative to the pre-pandemic period. Net loss for the quarter was driven by the $87 million non-cash expense related to the revaluation of the earnout shares. Adjusted for this non-cash expense, Adjusted Net Income was $55 million.
•Adjusted EBITDA was $128 million in the third quarter, higher by $19 million, or 18% year-over-year, and $60 million, or 89%, relative to the pre-pandemic period.
•Trailing Twelve Month (TTM) Revenue was $1.1 billion, another high water mark in the Company's history, and increased $284 million or 35% compared to prior year TTM period and $393 million or 57% compared to the corresponding pre-pandemic period.
•TTM Adjusted EBITDA was $372 million and increased $96 million or 35% compared to prior year TTM period and $198 million or 114% compared to pre-pandemic.
•MoneyBowl™, the Company’s proprietary skill-based gamification app, is active in 64 centers as of May 17, 2023, which represents nearly 20% of the center population. Total downloads are now over 60,000. Free-to-play planned to launch in beta in Q4 fiscal 2023
•The Company's growth pipeline remains robust. Bowlero added 1 new center during the quarter. Total centers in operation as of April 2, 2023 were 327. Subsequent to the quarter-end, the Company acquired an additional 2 centers bringing the updated center count to 329. The Company has signed leases for another 6 locations to be new builds, with two properties currently under construction.
•The Company also undertook efforts to de-risk the balance sheet, reduce potential dilution from the preferred shares, and to continue to return capital to shareholders via share buybacks.

RICHMOND, Va. May 17, 2023 – Bowlero Corp. (NYSE: BOWL) (“Bowlero” or the “Company”), the world’s largest owner and operator of bowling centers, today provided financial results for the third quarter of the 2023 fiscal year, which ended on April 2, 2023. Bowlero announced record revenue of $316 million, driven by continued strong event performance and solid increases in league and walk-in-retail revenue. Event Revenue3 grew 49% ($20 million) vs. the prior year's quarter and 83% ($27 million) vs. the comparable pre-pandemic period. Total revenue grew by 22% on a year-over-year basis and 54% compared to pre-pandemic performance. Same-store revenue rose by 17% year-over-year and 30% relative to the pre-pandemic period.

"The Company’s third quarter performance set new records for Revenue and Adjusted EBITDA while maintaining extremely healthy margins. In our seasonally most significant quarter, the Company delivered fantastic results driven by continued same-store revenue growth,” said Thomas Shannon, Founder and Chief Executive Officer. "Adjusted EBITDA increased its quarterly record by $19 million vs. the previous record set in Q3 FY22. We remain very excited for MoneyBowl™. Our proprietary gamification app has now been rolled out to 64 centers. MoneyBowl™ has the potential to revolutionize bowling today similar to how experiential bowling transformed the bowling industry in the 2000s."

1 The pre-pandemic comparable period for the quarter ended April 2, 2023 is the quarter ended on March 31, 2019.
2 Same-store revenue are measured by comparing revenues for centers open for the entire duration of both the current and comparable measurement periods.
3 Event revenue represent revenue from corporate and other special events and group parties booked in advanced and held at the bowling centers.



Third-Quarter 2023 Operating Results
Revenue during the quarter, totaling $316 million, was up 22% on a year-over-year basis, and up 54% relative to pre-pandemic. Same-store revenue increased 17% year-over-year, demonstrating the Company's ability to continue to drive organic growth.

Net loss for the quarter was $32 million, after giving effect to $87 million of non-cash expenses related to the increase in the fair value of earnouts. Net Loss per share for the quarter was $(0.22). In the prior year, Net loss for the quarter was $18 million, driven primarily by the $67 million of non-cash expenses related to the increase in fair value of the earnouts. Adjusted for the non-cash expenses, Adjusted Net Income in the quarter was $55 million, which increased $3 million or 6% vs. the prior year's Adjusted Net Income. Adjusted Earnings per diluted share for the quarter was $0.26.

Adjusted EBITDA for the quarter was $128 million, up 18% year-over-year and 89% relative to pre-pandemic performance. The Company was able to materially expand the EBITDA margin compared to pre-pandemic as a result of QMS, Bowlero's proprietary tech-enabled financial performance optimization tool, a relentless focus on efficient execution, and operating leverage from higher revenue generation in the quarter.

Brett Parker, President and Chief Financial Officer of Bowlero Corp., said, "We had a strong quarter and continue to prove out Bowlero's potential as we achieve new heights. We set records for both Revenue and Adjusted EBITDA generated in a quarter. Revenue for the quarter exceeded the previous record (set Q2 FY23) by an astounding $42 million. Meanwhile, we undertook several steps to de-risk the balance sheet and reduce the fully diluted share count."

Financial Position
As of April 2, 2023, cash, cash equivalents, and restricted cash totaled $161 million and total debt was $915 million, resulting in net debt of $754 million. At the end of the third quarter of 2023, Bowlero’s Net Leverage Ratio was 2.1x TTM Adjusted EBITDA. For the third quarter of 2023, Net Cash provided by operating Activities was $93 million, and Net Cash generated from Adjusted Operating Activities was $118 million when adjusted for the $25 million in interest expense paid in cash.

Share Repurchase Program
During the quarter, the Company repurchased 371 thousand shares of Class A common stock at an average price of $15.01. As of April 2, 2023, the total Class A and Class B shares outstanding are 173.3 million after the first tranche of earn-out shares were earned on March 2, when the stock traded over $15 for the 10th time in a 20 day span.

Subsequent to the quarter-end, Bowlero has repurchased an additional 2 million shares of Class A Common stock at an average price of $14.04 through May 15, 2023 bringing the total shares acquired under the program to 7 million and the average purchase price to $11.85. In addition to the repurchase of common stock, the Company has retired approximately 32% of the outstanding Series A preferred stock for $81 million as of April 25, 2023. On May 16, 2023, the Board authorized an increase to the share repurchase program to $200 million.



Bowling Center Trailing 13-week Revenue Growth Trend4

chart-160a237457a44c58bb5.jpg

4Revenue growth is calculated as the growth in Bowling Center Revenue compared to the comparable week during the pre-pandemic 52-week period beginning March 2019 and ending February 2020. Total Bowling Center Revenue (i) excludes media-related revenue and (ii) closed bowling centers from both current period and pre-pandemic and prior year periods and (iii) includes new bowling centers that have opened since March 2020. For weeks ending between (i) September 26, 2021 - December 26, 2021, (ii) March 6, 2022 - January 1, 2023, and (iii) March 12, 2023 - April 30, 2023, the percentages above are calculated by comparing each week to the comparable week in 2019. For weeks ending between (i) January 2, 2022 - February 27, 2022 and (ii) January 8, 2023 and March 5, 2023, the percentages above are calculated by comparing each week to the comparable week in 2020. Total Bowling Center Revenue for each date is the 13-week rolling average of weekly Total Bowling Center Revenue. We use the 13-week rolling average because the revenue performance in individual weeks can be positively or negatively impacted by timing shift of holiday/sporting events, holidays moving to weekends, and extreme weather events. Data for all weeks following the close of the quarter ended on April 2, 2023 are preliminary and have not been audited or reviewed and are forward-looking statements based solely on information available to us as of the date of this announcement.



Investor Webcast Information
Listeners may access an investor webcast hosted by Bowlero. The webcast and results presentation will be accessible at 4:30 PM ET on May 17, 2023 in the Events & Presentations section of the Bowlero Investor Relations website at https://ir.bowlerocorp.com/overview/default.aspx.

About Bowlero Corp.
Bowlero Corp. is the worldwide leader in bowling entertainment. With more than 325 bowling centers across North America, Bowlero Corp. serves nearly 30 million guests each year through a family of brands that includes Bowlero and AMF. Bowlero Corp. is also home to the Professional Bowlers Association, which boasts thousands of members and millions of fans across the globe. For more information on Bowlero Corp., please visit BowleroCorp.com.

Forward Looking Statements
Some of the statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology and include preliminary results. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: the impact of COVID-19 or other adverse public health developments on our business; our ability to grow and manage growth profitably, maintain relationships with customers, compete within our industry and retain our key employees; changes in consumer preferences and buying patterns; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; the risk that the market for our entertainment offerings may not develop on the timeframe or in the manner that we currently anticipate; general economic conditions and uncertainties affecting markets in which we operate and economic volatility that could adversely impact our business, including the COVID-19 pandemic and other factors described under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on September 15, 2022, as well as other filings that the Company will make, or has made, with the SEC, such as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.



GAAP Financial Information
Bowlero Corp.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share amounts)
(Unaudited)
April 2, 2023 July 3, 2022
Assets
Current assets:
Cash and cash equivalents $ 150,670  $ 132,236 
Restricted cash 10,374  — 
Accounts and notes receivable, net of allowance for doubtful accounts of $592 and $504, respectively 6,157  5,227 
Inventories, net 11,848  10,310 
Prepaid expenses and other current assets 19,649  12,732 
Assets held-for-sale 2,069  8,789 
Total current assets 200,767  169,294 
Property and equipment, net 663,937  534,721 
Internal use software, net 16,434  11,423 
Property and equipment under capital leases, net 252,379  262,703 
Intangible assets, net 91,982  92,593 
Goodwill 750,230  742,669 
Other assets 38,409  41,022 
Total assets $ 2,014,138  $ 1,854,425 
Liabilities, Temporary Equity and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable $ 46,601  $ 38,217 
Accrued expenses 83,774  62,854 
Current maturities of long-term debt 5,569  4,966 
Other current liabilities 10,946  13,123 
Total current liabilities 146,890  119,160 
Long-term debt, net 897,404  865,090 
Long-term obligations under capital leases 393,890  397,603 
Earnout liability 185,361  210,952 
Other long-term liabilities 80,004  54,418 
Deferred income tax liabilities 15,771  14,882 
Total liabilities 1,719,320  1,662,105 
Commitments and Contingencies (Note 10)
Temporary Equity
Series A preferred stock 206,376  206,002 



April 2, 2023 July 3, 2022
Stockholders’ Equity (Deficit)
Class A common stock $ 11  $ 11 
Class B common stock
Additional paid-in capital 519,093  335,015 
Treasury stock, at cost (53,530) (34,557)
Accumulated deficit (377,023) (312,851)
Accumulated other comprehensive loss (115) (1,306)
Total stockholders’ equity (deficit) 88,442  (13,682)
Total liabilities, temporary equity and stockholders’ equity (deficit) $ 2,014,138  $ 1,854,425 



Bowlero Corp.
Condensed Consolidated Statements of Operations
(Amounts in thousands)
(Unaudited)
Three Months Ended Nine Months Ended
April 2,
2023
March 27,
2022
April 2,
2023
March 27,
2022
Revenues $ 315,725  $ 257,820  $ 819,370  $ 643,988 
Costs of revenues 189,304  156,491  534,212  424,742 
Gross profit 126,421  101,329  285,158  219,246 
Operating (income) expenses:
Selling, general and administrative expenses 35,891  30,315  102,837  145,013 
Asset impairment 489  —  573  — 
Gain on sale of assets (192) (1,601) (2,170) (1,755)
Other operating expense 649  1,899  2,625  5,708 
Total operating expense 36,837  30,613  103,865  148,966 
Operating profit 89,584  70,716  181,293  70,280 
Other expenses:
Interest expense, net 29,117  22,293  80,066  69,101 
Change in fair value of earnout liability 87,222  45,778  158,758  23,236 
Change in fair value of warrant liability —  20,678  —  20,748 
Other expense 5,986  161  5,356  161 
Total other expense 122,325  88,910  244,180  113,246 
Loss before income tax (benefit) expense (32,741) (18,194) (62,887) (42,966)
Income tax (benefit) expense (668) (207) 1,285  (6,089)
Net loss (32,073) (17,987) (64,172) (36,877)
Series A preferred stock dividends (4,401) (2,818) (10,004) (7,290)
Net loss attributable to common stockholders $ (36,474) $ (20,805) $ (74,176) $ (44,167)
Net loss per share attributable to Class A and B common stockholders
Basic & Diluted $ (0.22) $ (0.13) $ (0.45) $ (0.29)
Weighted-average shares used in computing net loss per share attributable to common stockholders
Basic & Diluted 165,698,500  162,590,921  163,676,194  152,731,385 



Bowlero Corp.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)


Three Months Ended Nine Months Ended
April 2,
2023
March 27,
2022
April 2,
2023
March 27,
2022
Net cash provided by operating activities $ 92,923  $ 83,576  $ 208,802  $ 142,861 
Net cash used in investing activities (24,944) (17,896) (187,949) (178,744)
Net cash provided by (used in) financing activities 2,838  (8,461) 7,964  21,752 
Effect of exchange rate changes on cash 418  99  (9) 15 
Net increase (decrease) in cash, cash equivalents and restricted cash 71,235  57,318  28,808  (14,116)
Cash, cash equivalents and restricted cash at beginning of period 89,809  115,659  132,236  187,093 
Cash, cash equivalents and restricted cash at end of period $ 161,044  $ 172,977  $ 161,044  $ 172,977 




GAAP to non-GAAP Reconciliations

Adjusted EBITDA Reconciliation
Three Months Ended
(in thousands) April 2, 2023 March 27, 2022 March 31, 2019
Consolidated
Revenue $315,725 $257,820 $205,023
Net (loss) income - GAAP (32,073) (17,987) 27,432
Adjustments:
Interest expense 29,117 22,293 15,468
Income tax (benefit) expense (668) (207) (291)
Depreciation, amortization and impairment charges 29,933 29,986 20,490
Share-based compensation 4,207 3,020 847
Closed center EBITDA (1)
480 611 588
Foreign currency exchange loss (gain) 328 (90) 5
Asset disposition (gain) loss (192) (1,601) 2,045
Transactional and other advisory costs (2)
8,726 4,757 127
Charges attributed to new initiatives (3)
40 43 270
Extraordinary unusual non-recurring losses (gains) (4)
468 929 369
Changes in the value of earnouts and warrants (5)
87,222 66,617
Adjusted EBITDA $127,588 $108,371 $67,350

(1)The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID-19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period.
(2)The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated.
(3)The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning, or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre-opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent terminations, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run-off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in this case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved with 24 months of undertaking.
(4)The adjustment for extraordinary unusual non-recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non-recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order.
(5)The adjustment for changes in the value of earnouts and warrants is to remove the impact of the revaluation of the earnouts and warrants. As a result of the Company's de-SPAC transaction, the Company recorded liabilities for earnouts and warrants. Changes in the fair value of the earnout and warrant liabilities are recognized in the statement of operations. Decreases in the liability will have a favorable impact on the income statement and increases in the liability will have an unfavorable impact.



Trailing twelve month Adjusted EBITDA Reconciliation
(in thousands) December 26, 2021 March 27, 2022 July 3, 2022 October 2, 2022 January 1, 2023 April 2, 2023
Consolidated
TTM Revenue $657,483 $803,091 $911,705 $960,987 $1,029,182 $1,087,087
TTM Net loss $(55,442) $(50,338) $(29,934) $(79,032) $(43,143) $(57,229)
Adjustments:
Interest expense 92,239 92,229 94,460 95,102 98,601 105,425
Income tax (benefit) expense (7,147) (7,457) (690) 5,983 7,145 6,684
Depreciation, amortization and impairment charges 95,363 102,359 108,505 112,015 115,658 115,605
Share-based compensation 44,975 47,169 50,236 53,083 14,564 15,751
Closed center EBITDA (1)
3,374 3,179 1,480 1,439 1,809 1,678
Foreign currency exchange (gain) loss 126 (68) 5 (101) (369) 49
Asset disposition (gain) loss (58) (1,723) (4,109) (4,234) (5,934) (4,525)
Transactional and other advisory costs (2)
40,474 43,379 38,140 37,537 14,268 18,237
Charges attributed to new initiatives (3)
489 396 362 266 241 238
Extraordinary unusual non-recurring losses (4)
3,374 3,009 5,131 7,233 3,390 2,929
Changes in the value of earnouts and warrants and settlement costs (5)
(22,472) 44,145 52,789 93,549 146,797 167,402
TTM Adjusted EBITDA $195,295 $276,279 $316,375 $322,840 $353,027 $372,244

(1)The closed center adjustment is to remove EBITDA for closed centers. Closed centers are those centers that are closed for a variety of reasons, including permanent closure, newly acquired or built centers prior to opening, centers closed for renovation or rebranding and conversion. Closed centers do not include centers closed in compliance with local, state and federal government restrictions due to COVID-19. If a center is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the center is closed on the first day of the reporting period for permanent closure, the center will be considered closed for that reporting period.
(2)The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, dispositions and costs in connection with an initial public offering, in each case, regardless of whether consummated.
(3)The adjustment for charges is to remove charges attributed to new initiatives include charges with the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning, or reconfiguration of fixed assets for alternative uses, any office or facility opening and/or pre-opening), including any inventory optimization program and/or any curtailment, any business optimization charge, any restructuring charge (including any charges relating to any tax restructuring), any charge relating to the closure or consolidation of any office or facility (including but not limited to rent terminations, moving costs and legal costs), any systems implementation charge, any severance charge, any one time compensation charge, any charge relating to entry into a new market, any charge relating to any strategic initiative or contract, any charge relating to any entry into new markets and contracts, any lease run-off charge, any charge associated with improvements to information technology (IT) or accounting functions, losses related to temporary decreases in work volume and expenses related to maintaining underutilized personnel, any charge relating to a new contract, any consulting charge and/or any corporate development charge; provided, that, in this case of any such charge, the results of any such action relating to such charge are projected by in good faith to be achieved with 24 months of undertaking.
(4)The adjustment for extraordinary unusual non-recurring gains or losses is to remove extraordinary gains and losses, which include any gain or charge from any extraordinary item as determined in good faith by the Company and/or any non-recurring or unusual item as determined in good faith by the Company and/or any charge associated with and/or payment of any legal settlement, fine, judgment or order.
(5)The adjustment for changes in the value of earnouts and warrants is to remove the impact of the revaluation of the earnouts and warrants. As a result of the Company's de-SPAC transaction, the Company recorded liabilities for earnouts and warrants. Changes in the fair value of the earnout and warrant liabilities are recognized in the statement of operations. Decreases in the liability will have a favorable impact on the income statement and increases in the liability will have an unfavorable impact. The adjustment also includes realized costs associated with the settlement of warrants during past reporting periods.



Adjusted Net Income Reconciliation
Three Months Ended
(in thousands) April 2, 2023 March 27, 2022
Net loss $(32,073) $(17,987)
Change in fair value of earnouts and warrants 87,222 66,617
Share-based compensation
Transactional and other advisory costs 3,353
Adjusted Net Income $55,149 $51,983

Adjusted Net Income Attributable to all Common Stockholders Reconciliation
Three Months Ended
(in thousands) April 2, 2023 March 27, 2022
Net Loss attributable to all common stockholders $(36,474) $(20,805)
Change in fair value of earnouts and warrants 87,222 66,617
Share-based compensation
Transactional and other advisory costs 3,353
Adjusted Net Income attributable to all common stockholders $50,748 $49,165
Adjusted earnings per share attributable to all common stockholders
Basic $0.31 $0.30
Diluted $0.26 $0.27
Weighted average total common shares outstanding (in millions)
Basic 165.7 162.6
Diluted 193.9 183.6








Net Operating Activities Reconciliation
Three Months Ended
(in thousands) April 2, 2023 March 27, 2022
Net Cash Provided by Operating Activities - GAAP $92,923 $83,576
Cash Paid for Interest 25,142 19,476
Adjusted Cash from Operating Activities $118,065 $103,052

Non-GAAP Financial Measures
To provide investors with information in addition to our results as determined under Generally Accepted Accounting Principles (“GAAP”), we disclose Adjusted Net Income, Adjusted Cash from Operating Activities, Adjusted EBITDA, trailing twelve month Adjusted EBITDA, and Adjusted Net Income Attributable to all Common Stockholders as “non-GAAP measures” that management believes provide useful information to investors because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, net cash provided (used) by operating activities or any other operating performance or liquidity measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies.

Adjusted Net Income represents Net income (loss) before non-cash expenses or income related to changes in the value of earnouts and warrants. Adjusted Cash from Operating Activities represents net cash provided by operating activities before cash interest expense. Adjusted EBITDA represents Net Income (Loss) before Interest, Income Taxes, Depreciation and Amortization, Share-based Compensation, EBITDA from Closed Centers, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, charges attributed to new initiatives, Extraordinary unusual non-recurring gains or losses and changes in the value of earnouts and warrants and settlement costs. Trailing twelve month Adjusted EBITDA represents Adjusted EBITDA over the most recent twelve month period.

The Company considers Adjusted Net Income as an important financial measure because it provides an indicator of performance that is not affected by fluctuations in certain costs or other items. However, this measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that it does not reflect every cash expenditure and is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

The Company considers Adjusted Cash from Operating Activities as an important financial measure because it provides an indicator of cash flow that is not affected by how the Company finances its operations.



However, this measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of cash generation as reported under GAAP.

The Company considers Adjusted EBITDA as an important financial measure because it provides a financial measure of the quality of the Company’s earnings. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure. Adjusted EBITDA is used by management in addition to and in conjunction with the results presented in accordance with GAAP. Additionally, we believe trailing twelve month Adjusted EBITDA provides the current run-rate for trending purposes, rather than annualizing the respective quarters, as the Company’s business is seasonal, with the second and third fiscal quarters being higher than the first and last quarters. We have presented Adjusted EBITDA solely as a supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that Adjusted EBITDA and trailing twelve month Adjusted EBITDA:

•do not reflect every expenditure, future requirements for capital expenditures or contractual commitments;
•do not reflect changes in our working capital needs;
•do not reflect the interest expense, or the amounts necessary to service interest or principal payments, on our outstanding debt;
•do not reflect income tax (benefit) expense, and because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate;
•do not reflect non-cash equity compensation, which will remain a key element of our overall equity based compensation package; and
•do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations.

Contacts:
For Media:
Bowlero Corp. Public Relations
PR@BowleroCorp.com
For Investors:
Bowlero Corp. Public Relations
IRSupport@BowleroCorp.com

Ashley DeSimone
Ashley.DeSimone@icrinc.com