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What changed in Lucky Strike Entertainment Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Lucky Strike Entertainment Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+188 added−186 removedSource: 10-K (2025-08-28) vs 10-K (2024-09-05)

Top changes in Lucky Strike Entertainment Corp's 2025 10-K

188 paragraphs added · 186 removed · 141 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWith our strong market position, we are able to leverage our competitive strengths to grow our business by, among other things, differentiating our bowling, dining, and amusement and arcade game entertainment offerings for our retail, league, and group event customers. Retail consists of our walk-in customers and is by far our largest and most diverse audience.
Biggest changeLoyal Customers: We are well-positioned in highly attractive markets across North America to capitalize on the very large addressable market for out-of-home entertainment. With our strong market position, we are able to leverage our competitive strengths to grow our business by, among other things, differentiating our bowling, dining, amusements, water park and other family entertainment offerings for our customers.
Each location typically employs a location General Manager, two operation managers, a facilities manager who oversees the maintenance of the facility and bowling equipment, and approximately 20 to 30 associates to handle food and beverage preparation, customer service and maintenance. Our staffing requirements are seasonal, and the number of people we employ at our locations fluctuates throughout the year.
Each location typically employs a location General Manager, two operation managers, a facilities manager who oversees the maintenance of the facility and equipment, and approximately 20 to 30 associates to handle food and beverage preparation, customer service and maintenance. Our staffing requirements are seasonal, and the number of people we employ at our locations fluctuates throughout the year.
Additionally, we have implemented several initiatives, including self-service kiosks, robotic process automation, online reservations and event sales, as well as other technologies to optimize our resources so as to operate with a leaner staffing model, further improving margins and operating cash flows. A key part of our growth strategy is location acquisitions.
Additionally, we have implemented several initiatives, including data-driven offerings, self-service kiosks, robotic process automation, online reservations and event sales, as well as other technologies to optimize our resources so as to operate with a leaner staffing model, further improving margins and operating cash flows. A key part of our growth strategy is location acquisitions.
The PBA is the major sanctioning body for the sport of professional ten-pin bowling in the United States, a membership organization for professional bowlers, and the host of several professional bowling tours and tournaments and related broadcasting. Proven Business Model: Bowlero has a lengthy history since our founding in 1997.
The PBA is the major sanctioning body for the sport of professional ten-pin bowling in the United States, a membership organization for professional bowlers, and the host of several professional bowling tours and tournaments and related broadcasting. Proven Business Model: Lucky Strike Entertainment has a lengthy history since our founding in 1997.
We have an established blueprint for in-market acquisitions, including entering markets through direct purchases or through leasing arrangements, and we continually evaluate potential acquisitions that strategically fit within our overall growth strategy. We acquired 22 location-based entertainment venues in fiscal 2024 and 65 since the start of fiscal year 2022.
We have an established blueprint for in-market acquisitions, including entering markets through direct purchases or through leasing arrangements, and we continually evaluate potential acquisitions that strategically fit within our overall growth strategy. We acquired 10 location-based entertainment venues in fiscal 2025 and 75 since the start of fiscal year 2022.
Within the time period required by the SEC and the New York Stock Exchange (“NYSE”), we will post on our website any amendment to the Code of Conduct or any waiver of such policy applicable to any of our senior financial officers, executive officers or directors.
Within the time period required by the SEC and the New York Stock Exchange (“NYSE”), we will post on our website any amendment to the Code of Conduct or any waiver of such policy applicable to any of our senior financial officers, executive officers or directors. 4 Table of Contents Index to Financial Statements
Our foreign operations are subject to various risks of conducting businesses in foreign countries, including changes in foreign currencies, laws, regulations, and economic and political stability. 2 Table of Contents Index to Financial Statements Competition The out-of-home entertainment industry is highly competitive, with a number of major national and regional chains operating in this space.
Our foreign operations are subject to various risks of conducting businesses in foreign countries, including changes in foreign currencies, laws, regulations, and economic and political stability. Competition The out-of-home entertainment industry is highly competitive, with a number of major national and regional chains operating in this space.
The Bowlero and Lucky Strike branded locations offer a more upscale entertainment concept with lounge seating, enhanced food and beverage offerings, and a more robust customer service for individual and group events. The AMF locations are traditional bowling locations in an updated format.
The Lucky Strike and Bowlero branded locations offer a more upscale entertainment concept with lounge seating, enhanced food and beverage offerings, and a more robust customer service for individual and group events. The AMF locations are traditional bowling locations in an updated format. The Boomers Parks branded locations offer a dynamic FEC concept with various attractions.
The leisure industry is comprised of a large number of venues ranging from small to large, heavily themed destinations. The out-of-home entertainment market includes concepts that are broad family entertainment locations, such as amusement parks, movie theaters, sporting events, sports activity locations, and arcades.
Our Industry We operate in the leisure industry, which includes entertainment, dining, and amusements. The leisure industry is comprised of a large number of venues ranging from small to large, heavily themed destinations. The out-of-home entertainment market includes concepts that are broad family entertainment locations, such as amusement parks, movie theaters, sporting events, sports activity locations, and arcades.
Copies of our SEC reports and corporate governance information are available in print upon the request of any stockholder to our Investor Relations Department at Bowlero Corp., 7313 Bell Creek Road, Mechanicsville, Virginia 23111.
Copies of our SEC reports and corporate governance information are available in print upon the request of any stockholder to our Investor Relations Department at Lucky Strike Entertainment Corporation, 7313 Bell Creek Road, Mechanicsville, Virginia 23111.
We have developed and maintain as a key initiative the training of our location managers and associates to attract and retain talent, create high-performance location leadership teams and maintain a culture to build upon our inspiring purpose, vision and values. Our Industry We operate in the leisure industry, which includes entertainment, dining, and amusements.
We have developed and maintain as a key initiative the training of our location managers and associates to attract and retain talent, create high-performance location leadership teams and maintain a culture to build upon our inspiring purpose, vision and values.
For a discussion of government regulation risks to our business, see “ Risk Factors .” Human Capital Management Overview: As of June 30, 2024, we employed approximately 11,374 employees, including approximately 10,653 in the operation of our locations and approximately 721 at the corporate level.
For a discussion of government regulation risks to our business, see “ Risk Factors .” Human Capital Management Overview: As of June 29, 2025, we employed approximately 12,565 employees, including approximately 11,854 in the operation of our locations and approximately 711 at the corporate level.
The Company primarily operates traditional bowling locations and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting.
The Company operates traditional bowling locations and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting. All amounts are in thousands, except share, per share, or as otherwise specifically noted.
We had 3,419 full-time employees and 7,955 part-time employees, of whom 77 were based in Canada and 107 in Mexico. We had 65 employees who are members of a union. We believe that our employee relations are satisfactory, and we have not experienced any work stoppages at any of our locations.
We had approximately 3,198 full-time employees and 9,367 part-time employees, of whom 60 were based in Canada and 101 in Mexico. We had 58 employees who are members of a union. We believe that our employee relations are satisfactory, and we have not experienced any work stoppages at any of our locations.
In our operations in Canada and Mexico, we offer benefits that may vary from those offered to our U.S. associates due to customary local practices and statutory requirements. In all locations, we provide time off benefits, company-paid holidays, recognition programs and career development opportunities.
In our operations in Canada and Mexico, we offer benefits that may vary from those offered to our U.S. associates due to customary local practices and statutory requirements.
We typically generate our highest sales volumes during the third quarter of each fiscal year due to the timing of leagues, holidays and changing weather conditions. School operating schedules, holidays and weather conditions may also affect our sales volumes in some operating regions differently than others.
For FEC and water park locations, we typically generate our highest sales volumes during the fourth and first quarters of our fiscal years due to more favorable weather conditions and the timing of operating seasons. School operating schedules, holidays and weather conditions may also affect our sales volumes in some operating regions differently than others.
Our Mexican and Canadian locations, combined, represented approximately $14,003 and $13,520 in revenues for the fiscal years 2024 and 2023, respectively, and have combined net assets of $29,772 and $31,200 as of June 30, 2024 and July 2, 2023, respectively.
Our Mexican and Canadian locations, combined, represented approximately $12,530 and $14,003 in revenues for the fiscal years 2025 and 2024, respectively, and have 2 Table of Contents Index to Financial Statements combined net assets of $27,407 and $29,772 as of June 29, 2025 and June 30, 2024, respectively.
Our food and beverage offerings are a key element to the overall experience at our locations for which we are well positioned for the price, quality and value. As the leader in bowling entertainment, the Professional Bowlers Association (“PBA”) is a strategic part of our operations, as the PBA has thousands of members and millions of fans across the globe.
As the leader in bowling entertainment, the Professional Bowlers Association (“PBA”) is a strategic part of our operations, as the PBA has thousands of members and millions of fans across the globe.
We have made significant investments over the years in upgrading and converting our locations and training our staff to provide our guests with world-class customer experiences. Our gaming operations pioneer in-location gaming, apps and new technology to bring gaming into and beyond our bowling locations.
We are well positioned in the marketplace with our well-located locations, combined with our strong branding and highly loyal customer base. We have made significant investments over the years in upgrading and converting our locations and training our staff to provide our guests with world-class customer experiences.
Competitive Strengths We believe our key competitive strengths include our highly loyal customers, diverse product offerings, excellent and well-diversified geographic locations, proven business model, and experienced management team, all of which contribute to our solid track record of sustainable growth and generating positive earnings. 1 Table of Contents Index to Financial Statements Loyal Customers: With the over 30-million customers we serve each year, we are well-positioned in highly attractive markets across North America to capitalize on the very large addressable markets for bowling and out-of-home entertainment.
Competitive Strengths We believe our key competitive strengths include our highly loyal customers, diverse product offerings, excellent and well-diversified geographic locations, proven business model, and experienced management team, all of which contribute to our solid track record of sustainable growth and generating positive operating results.
Leagues are a large and stable source of recurring revenue. Group events, such as birthday parties and corporate events, are a consistent revenue stream with significant growth potential. Branding: Our locations operate under different brand names and our branding plays an integral role in the success of our business.
Retail consists of our walk-in customers and is by far our largest and most diverse audience. Within our bowling offering, leagues are a large and stable source of recurring revenue. Group events, such as birthday parties and corporate events, are a consistent revenue stream with significant growth potential at our locations.
Diverse Product Offerings: We attribute our success to our many competitive strengths and our ongoing efforts to grow and revitalize all aspects of the bowling industry. We are well positioned in the marketplace with our well-located locations, combined with our strong branding and highly loyal customer base.
The Water Parks’ branding is rooted in long-established local identities that are well recognized within their communities. Diverse Product Offerings: We attribute our success to our many competitive strengths and our ongoing efforts to grow and revitalize all aspects of the bowling industry and out of home family entertainment.
Item 1. Business Overview Bowlero Corp. is one of the world’s premier operators of location-based entertainment.
Item 1. Business Overview Lucky Strike Entertainment Corporation is one of the world’s premier operators of location-based entertainment. With over 360 locations across North America, the Company provides experiential offerings in bowling, amusements, water parks, and family entertainment centers (FEC’s).
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The Company also operates other forms of location-based entertainment, such as Octane Raceway and Raging Waves water park. Our location-based entertainment business is our only operating segment. All amounts are in thousands, except share, per share, or as otherwise specifically noted.
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Single day, annual, or season pass holders also provide for steady foot traffic and additional guest spending at our locations. 1 Table of Contents Index to Financial Statements Branding: Our locations operate under different brand names and our branding plays an integral role in the success of our business.
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Workforce Diversity : We strive to create a workplace where all our associates can thrive and to employ a workforce that represents the communities where we operate and the customers we serve. We are committed to fostering, cultivating, celebrating and preserving a culture of diversity, equality, inclusion and belonging among our associates, customers and suppliers.
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Our gaming operations pioneer in-location gaming, apps and new technology to bring gaming into and beyond our bowling locations. Our food and beverage offerings are a key element to the overall experience at our locations for which we are well positioned for the price, quality and value.
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We embrace our associates’ differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual 3 Table of Contents Index to Financial Statements orientation, socio-economic status, caste, veteran status, and other characteristics that make our associates unique.
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Data-Driven Offerings: One of our core competitive strengths lies in our ability to capture and leverage customer data from the tens of millions of guests who visit our diverse offerings each year. Unlike many competitors who operate in a single vertical, our multi-faceted portfolio—spanning entertainment, dining, events, and digital touchpoints—creates a rich, 360-degree view of customer behavior.
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Bowlero’s diversity initiatives include, but are not limited to, our practices and policies on recruitment and selection; compensation and benefits; professional development and training; promotions; transfers; social and recreational programs; terminations; and the ongoing development of a work environment that encourages and enforces respectful communication, teamwork, work/life balance and engaging in community efforts that promote a greater understanding and respect for the principles of diversity.
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Every transaction, reservation, and interaction provides actionable insights into preferences, spending patterns, and engagement drivers. By integrating this data across platforms, we can personalize marketing, optimize pricing, and introduce loyalty initiatives that increase frequency and share of wallet. Over time, the more customers engage with us, the smarter and more targeted our offerings become, reinforcing retention and strengthening long-term growth.
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Our workforce diversity is summarized in the table below: Female Male Not Declared Total American Indian/Alaskan Native 0.4 % 0.2 % — % 0.6 % Asian 1.3 % 2.3 % — % 3.6 % Black or African-American 8.9 % 11.0 % 0.1 % 20.0 % Hispanic or Latino 10.6 % 12.7 % 0.2 % 23.5 % Native Hawaiian/Pacific Island 0.2 % 0.3 % — % 0.5 % Not Declared 1.3 % 1.3 % 0.9 % 3.5 % Two or more Races 2.4 % 2.2 % 0.1 % 4.7 % Unknown 0.1 % — % — % 0.1 % White 19.2 % 23.7 % 0.6 % 43.5 % Total 44.4 % 53.7 % 1.9 % 100.0 % Available Information Our website address is www.bowlerocorp.com, and our investor relations website is located at http://ir.bowlerocorp.com.
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For bowling locations, we typically generate our highest sales volumes during the third quarter of each fiscal year due to the timing of leagues, holidays and changing weather conditions.
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Information on our website is not incorporated by reference herein.
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In all locations, we provide time off benefits, company-paid holidays, recognition programs and career development opportunities. 3 Table of Contents Index to Financial Statements Available Information Our website address is www.luckystrikeent.com, and our investor relations website is located at http://ir.luckystrikeent.com. Information on our website is not incorporated by reference herein.
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Business Combination On December 15, 2021, Isos Acquisition Corporation, a Cayman Islands exempted company, (“Isos”) consummated its acquisition of Bowlero Corp., a Delaware corporation (“Old Bowlero”), pursuant to the business combination agreement, dated as of July 1, 2021, as amended (the “Business Combination Agreement”), between Old Bowlero and Isos.
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In connection with the consummation of the transactions contemplated by the Business Combination Agreement, Isos was redomiciled as a Delaware corporation and Old Bowlero was merged with and into Isos, with Isos surviving the merger (the “Business Combination”).
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In addition, in connection with the consummation of the Business Combination, “Isos Acquisition Corporation” was renamed “Bowlero Corp.” 4 Table of Contents Index to Financial Statements

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeChanges in our tax expense or an increase in our tax liabilities, whether due to changes in applicable laws and regulation, the interpretation or application thereof, or a final determination of tax audits or litigation, could materially adversely affect our financial performance. 12 Table of Contents Index to Financial Statements Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.
Biggest changeThe Company currently has open audits in Mexico and in several state and local jurisdictions. Changes in our tax expense or an increase in our tax liabilities, whether due to changes in applicable laws and regulation, the interpretation or application thereof, or a final determination of tax audits or litigation, could materially adversely affect our financial performance.
Our ability to meet our business strategy plan is dependent upon, among other things, our ability to: • increase gross sales and operating profits at existing locations with bowling, food, beverage, game and entertainment options desired by our guests; • evolve our marketing and branding strategies to continue to appeal to our guests; • innovate and implement new initiatives to provide a unique guest experience; • identify adequate sources of capital to fund and finance strategic initiatives; • grow and expand operations; • identify new opportunities to improve customer reach; • maintain a talented workforce responsive to customer needs and operational demands; and • identify, implement and maintain cost-reducing strategies to scale operations.
Our ability to meet our business strategy plan is dependent upon, among other things, our ability to: • increase gross sales and operating profits at existing locations with bowling, amusement, ride, food, beverage, game and entertainment options desired by our guests; • evolve our marketing and branding strategies to continue to appeal to our guests; • innovate and implement new initiatives to provide a unique guest experience; • identify adequate sources of capital to fund and finance strategic initiatives; • grow and expand operations; • identify new opportunities to improve customer reach; • maintain a talented workforce responsive to customer needs and operational demands; and • identify, implement and maintain cost-reducing strategies to scale operations.
We are subject to risks associated with leasing space subject to long-term, non-cancelable leases. Payments under our non-cancelable, long-term operating leases account for a significant portion of our operating expenses and we expect many of the new locations we open in the future will also be leased. We often cannot cancel these leases without substantial economic penalty.
We are subject to risks associated with leasing space subject to long-term, non-cancelable leases. Payments under our non-cancelable, long-term operating leases account for a significant portion of our operating expenses, and we expect many of the new locations we open in the future may also be leased. We often cannot cancel these leases without substantial economic penalty.
Together, these certificate of incorporation, bylaw and statutory provisions could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions, as well as the significant common stock beneficially owned by Atairos and Mr.
Together, these certificate of incorporation, bylaws and statutory provisions could make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Furthermore, the existence of the foregoing provisions, as well as the significant common stock beneficially owned by Atairos and Mr.
In addition, the Stockholders Agreement grants Atairos special governance rights for so long as Atairos and its affiliates collectively maintain beneficial ownership of at least 15% of the combined Class A common stock and Class B common stock, including, but not limited to, rights of approval over certain strategic transactions such as mergers or other similar transactions in significance that is above 15% of the total enterprise value of Bowlero, joint ventures involving investment or contribution in excess of 15% of the total enterprise value of Bowlero, incurring indebtedness above a certain threshold, increasing the size of the board of directors, and issuing capital stock representing more than 15% of the outstanding common stock or creating a capital stock that is senior to the common stock.
In addition, the Stockholders Agreement grants Atairos special governance rights for so long as Atairos and its affiliates collectively maintain beneficial ownership of at least 15% of the combined Class A common stock and Class B common stock, including, but not limited to, rights of approval over certain strategic transactions such as mergers or other similar transactions in significance that is above 15% of the total enterprise value of Lucky Strike Entertainment, joint ventures involving investment or contribution in excess of 15% of the total enterprise value of Lucky Strike Entertainment, incurring indebtedness above a certain threshold, increasing the size of the board of directors, and issuing capital stock representing more than 15% of the outstanding common stock or creating a capital stock that is senior to the common stock.
The price of our Class A common stock may fluctuate due to a variety of factors, including: • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • actions by stockholders, including the sale by them of any of their securities; • additions and departures of key personnel; • commencement of, or involvement in, litigation involving the Company; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; and 13 Table of Contents Index to Financial Statements • general economic and political conditions, such as the effects of the COVID-19 pandemic, supply chain issues, inflation, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
The price of our Class A common stock may fluctuate due to a variety of factors, including: • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • actions by stockholders, including the sale by them of any of their securities; • additions and departures of key personnel; • commencement of, or involvement in, litigation involving the Company; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; and • general economic and political conditions, such as the effects of the COVID-19 pandemic, supply chain issues, inflation, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
Various factors beyond our control, including adverse weather conditions, governmental regulation and monetary policy, product availability, recalls of food products, disruption of our supplier manufacturing and distribution processes due to public health crises or pandemics, and seasonality, may affect our commodity costs or cause a disruption in our supply chain.
Various factors beyond our control, including adverse weather conditions, tariffs (new or increased), governmental regulation and monetary policy, product availability, recalls of food products, disruption of our supplier manufacturing and distribution processes due to public health crises or pandemics, and seasonality, may affect our commodity costs or cause a disruption in our supply chain.
Our substantial indebtedness as of June 30. 2024 and our forecasted current debt service and interest payments in fiscal year 2025 could have important consequences to us, including: • making it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing our indebtedness increasing our vulnerability to general economic and industry conditions; • requiring a substantial portion of our cash flow from operations to be dedicated to the payment of obligations with respect to our debt, thereby reducing our ability to use our cash flow to fund our operations, lease payments, capital expenditures, selling and marketing efforts, product development, future business opportunities and other purposes; • exposing us to the risk of continued increased interest rates as some of our borrowings are at variable rates; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, strategic acquisitions and general corporate or other purposes; and • limiting our ability to plan for, or adjust to, changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less highly leveraged.
Our substantial indebtedness as of June 29, 2025 and our forecasted current debt service and interest payments in fiscal year 2026 could have important consequences to us, including: • making it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing our indebtedness increasing our vulnerability to general economic and industry conditions; • requiring a substantial portion of our cash flow from operations to be dedicated to the payment of obligations with respect to our debt, thereby reducing our ability to use our cash flow to fund our operations, lease payments, capital expenditures, selling and marketing efforts, product development, future business opportunities and other purposes; • exposing us to the risk of continued increased interest rates as some of our borrowings are at variable rates; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, strategic acquisitions and general corporate or other purposes; and 6 Table of Contents Index to Financial Statements • limiting our ability to plan for, or adjust to, changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less highly leveraged.
A cyber incident (generally any intentional or unintentional attack that results in unauthorized access resulting in disruption of systems, corruption of data, theft or exposure of confidential information or intellectual property) that compromises the information of our customers or employees could result in widespread negative publicity, damage to our reputation, a loss of customers, and disruption of our business.
A cyber incident (generally any intentional or unintentional attack that results in unauthorized access resulting in disruption of systems, corruption of data, theft or exposure of confidential information or intellectual property) that compromises the information of our customers or employees or has operational impact(s) could result in widespread negative publicity, damage to our reputation, a loss of customers, and disruption of our business.
Although we have operational safeguards in place, those technology systems and solutions could become vulnerable to damage, disability, or failures due to theft, fire, power outages, telecommunications failure or other catastrophic events. Any failure of these systems could significantly impact our operations and could make our content unavailable or degraded. These service disruptions could be prolonged.
Although we have operational safeguards in place, those technology systems and solutions could become vulnerable to damage, disability, or failures due to theft, fire, power outages, telecommunications failure or other catastrophic events. Any failure of these systems could significantly impact our operations and could make our content unavailable or degraded.
Changes in applicable U.S. federal, state, local or non-U.S. tax laws and regulations, including the Tax Cuts and Jobs Act (the “Tax Act”), Inflation Reduction Act, and the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), or their interpretation and application, including the possibility of retroactive effect and changes to state tax laws that may occur in response to these enacted law changes, could affect our effective income tax rate.
Changes in applicable U.S. federal, state, local or non-U.S. tax laws and regulations, including the Tax Cuts and Jobs Act (the “Tax Act”), Inflation Reduction Act, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and the One Big Beautiful Bill Act (the “OBBBA”), or their interpretation and application, including the possibility of retroactive effect and changes to state tax laws that may occur in response to these enacted law changes, could affect our effective income tax rate.
This concentrated control may have the effect of delaying, preventing or deterring a change in control of Bowlero, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Bowlero, and might ultimately affect the market price of shares of our Class A common stock.
This concentrated control may have the effect of delaying, preventing or deterring a change in control of Lucky Strike Entertainment, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of Lucky Strike Entertainment, and might ultimately affect the market price of shares of our Class A common stock.
We are a “controlled company” within the meaning of the rules of the New York Stock Exchange (“NYSE”). As a result, we qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies. Mr. Shannon, controls a majority of the voting power of Bowlero.
We are a “controlled company” within the meaning of the rules of the New York Stock Exchange (“NYSE”). As a result, we qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies. Mr. Shannon, controls a majority of the voting power of Lucky Strike Entertainment.
Our servers and those of third parties used in our business may be vulnerable to cybersecurity attacks, computer viruses (including worms, malware, ransomware and other destructive or disruptive software or denial of service attacks), physical or electronic break-ins and similar disruptions and could experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse, theft or release of proprietary, confidential, sensitive or otherwise valuable company or subscriber data or information.
Our servers and those of third parties used in our business may be vulnerable to cybersecurity attacks, computer viruses (including worms, malware, ransomware and other destructive or disruptive software or denial of service attacks), 8 Table of Contents Index to Financial Statements physical or electronic break-ins and similar disruptions and could experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse, theft or release of proprietary, confidential, sensitive or otherwise valuable company or subscriber data or information.
The financial condition and operating requirements of our operating subsidiaries may limit our ability to obtain cash from such subsidiaries. The earnings from, or other available assets of, Bowlero may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.
The financial condition and operating requirements of our operating subsidiaries may limit our ability to obtain cash from such subsidiaries. The earnings from, or other available assets of, Lucky Strike Entertainment may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.
Bowlero’s founder and Chief Executive Officer and Atairos have certain board nomination rights that enable them to exercise substantial control over all corporate actions, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote. We have entered into a stockholders agreement (the “Stockholders Agreement”) with Atairos and Cobalt, which Mr.
Lucky Strike Entertainment’s founder and Chief Executive Officer and Atairos have certain board nomination rights that enable them to exercise substantial control over all corporate actions, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote. We have entered into a stockholders agreement (the “Stockholders Agreement”) with Atairos and Mr.
Accordingly, for so long as Atairos and Mr. Shannon continue to control a significant percentage of the voting power of Bowlero, they will be able to significantly influence the composition of our board of directors and management and the approval of actions requiring stockholder approval.
Accordingly, for so long as Atairos and Mr. Shannon continue to control a significant percentage of the voting power of Lucky Strike Entertainment, they will be able to significantly influence the composition of our board of directors and management and the approval of actions requiring stockholder approval.
Shannon, directly or indirectly, holds over 85% of the voting power of our capital stock and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions, despite holding only approximately 41% of the total shares of Bowlero’s common stock.
Shannon, directly or indirectly, holds over 85% of the voting power of our capital stock and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions, despite holding only approximately 43% of the total shares of Lucky Strike Entertainment’s common stock.
Under Sections 382 and 383 of the Code, Bowlero’s federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of Bowlero’s stock.
Under Sections 382 and 383 of the Code, Lucky Strike Entertainment’s federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of Lucky Strike Entertainment’s stock.
The concentration of ownership could also deprive our stockholders of an opportunity to receive a premium for their shares of Class A common stock as part of a sale of Bowlero and ultimately might affect the market price of Class A common stock.
The concentration of ownership could also deprive our stockholders of an opportunity to receive a premium for their shares of Class A common stock as part of a sale of Lucky Strike Entertainment and ultimately might affect the market price of Class A common stock.
Our certificate of incorporation provides that, unless Bowlero otherwise consents in writing, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States 15 Table of Contents Index to Financial Statements District Court for the District of Delaware) will be the sole and exclusive forum for resolution of (a) any derivative action or proceeding brought on behalf of Bowlero, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of Bowlero to Bowlero or any of the Bowlero’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws or (d) any action asserting a claim governed by the “internal affairs doctrine.” Notwithstanding the foregoing, the federal district courts of the United States will be the exclusive forum for the resolution of any claims arising under the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.
Our certificate of incorporation provides that, unless Lucky Strike Entertainment otherwise consents in writing, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware) will be the sole and exclusive forum for resolution of (a) any derivative action or proceeding brought on behalf of Lucky Strike Entertainment, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of Lucky Strike Entertainment to Lucky Strike Entertainment or any of the Lucky Strike Entertainment’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws or (d) any action asserting a claim governed by the “internal affairs doctrine.” Notwithstanding the foregoing, the federal district courts of the United States will be the exclusive forum for the resolution of any claims arising under the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.
In addition, pursuant to the Stockholders Agreement (as defined below), Mr. Shannon and Atairos have board designation rights and Atairos also has certain consent rights as described below. Mr. Shannon and Atairos may have interests that differ from our stockholders and may vote in a way with which our stockholders disagree and which may be adverse to our stockholders' interests.
Shannon and Atairos have board designation rights and Atairos also has certain consent rights as described below. Mr. Shannon and Atairos may have interests that differ from our stockholders and may vote in a way with which our stockholders disagree and which may be adverse to our stockholders' interests.
The adoption or modification of laws and regulations relating to our business could limit or otherwise adversely affect the manner in which we conduct our business . 7 Table of Contents Index to Financial Statements The growth and development of the market for online commerce has led to more stringent consumer protection laws, imposing additional burdens on us.
The adoption or modification of laws and regulations relating to our business could limit or otherwise adversely affect the manner in which we conduct our business . The growth and development of the market for online commerce has led to more stringent consumer protection laws, imposing additional burdens on us.
Unfavorable publicity or a failure to respond effectively to adverse publicity, could harm our business. Our brand and our reputation are among our most important assets. Our ability to attract and retain customers depends, in part, upon the external perception of Bowlero, the quality of our facilities and our integrity.
Unfavorable publicity or a failure to respond effectively to adverse publicity, could harm our business. Our brand and our reputation are among our most important assets. Our ability to attract and retain customers depends, in part, upon the external perception of Lucky Strike Entertainment and our other brands, the quality of our facilities and our integrity.
The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees.
The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may 15 Table of Contents Index to Financial Statements discourage such lawsuits against us and our directors, officers and other employees.
These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. Recent litigation against restaurant chains has resulted 11 Table of Contents Index to Financial Statements in significant judgments and settlements under dram shop statutes.
These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. Recent litigation against restaurant chains has resulted in significant judgments and settlements under dram shop statutes.
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 14 Table of Contents Index to Financial Statements any such election to opt out is irrevocable.
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.
School operating schedules, holidays and weather conditions affect our sales volumes in all of our regions, but the impact and the timing of impact varies in each region. In addition, unfavorable weather conditions during the winter and spring seasons could have a significant impact on our results.
School operating schedules, holidays and weather conditions affect our sales volumes in all of our regions, but the impact and the timing of impact varies in each 9 Table of Contents Index to Financial Statements region. In addition, unfavorable weather conditions during the winter and spring seasons could have a significant impact on our results.
As federal, state and local minimum wage rates increase, we may need to increase not only the wages of our minimum wage employees, but also the wages paid to employees at wage rates that are above 9 Table of Contents Index to Financial Statements minimum wage.
As federal, state and local minimum wage rates increase, we may need to increase not only the wages of our minimum wage employees, but also the wages paid to employees at wage rates that are above minimum wage.
Shannon controls, pursuant to which each of Atairos and Cobalt has the right to designate nominees for election to our board of directors at any meeting of our stockholders.
Shannon, pursuant to which each of Atairos and Mr. Shannon has the right to designate nominees for election to our board of directors at any meeting of our stockholders. The number of nominees that each of Atairos and Mr.
Security breaches could also result in a violation of applicable privacy and other laws, and subject us to private consumer, business partner or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability.
Security breaches could also result in a violation of applicable privacy and other laws, and subject us to regulatory enforcement actions, orders, or consent decrees, as well as private consumer, business partner or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability.
It is currently estimated that $36,745 of the Company’s NOLs are subject to limitation due to the changes in ownership that occurred in 2004 and 2017. The Company expensed $208,697 in the prior fiscal year of tax losses that will expire unused due to the limitation caused by the 2004 ownership change.
It is currently estimated that $23,057 of the Company’s NOLs are subject to limitation due to the changes in ownership that occurred in 2004 and 2017. The Company expensed $208,697 in the prior fiscal year of tax losses that will expire unused 12 Table of Contents Index to Financial Statements due to the limitation caused by the 2004 ownership change.
As a result, Bowlero is a “controlled company” within the meaning of the corporate governance standards of the NYSE.
As a result, Lucky Strike Entertainment is a “controlled company” within the meaning of the corporate governance standards of the NYSE.
However, we will be able to utilize any of these exemptions in the future at our discretion for so long as Bowlero is a “controlled company.” Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. 17 Table of Contents Index to Financial Statements Item 1B.
However, we will be able to utilize any of these exemptions in the future at our discretion for so long as Lucky Strike Entertainment is a “controlled company.” Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. Item 1B. Unresolved Staff Comments None.
In some states, the loss of a license for cause with respect to one location may lead to the loss of licenses at all locations in that state and could make it more difficult to obtain additional licenses in that state.
Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. In some states, the loss of a license for cause with respect to one location may lead to the loss of licenses at all locations in that state and could make it more difficult to obtain additional licenses in that state.
Future resales of our Class A common stock may cause the market price of our securities to drop significantly, even if our business is performing well As of August 29, 2024, A-B Parent LLC (“Atairos”) and Cobalt Recreation LLC (“Cobalt”), which is indirectly owned by Mr.
Future resales of our Class A common stock may cause the market price of our securities to drop significantly, even if our business is performing well As of August 21, 2025, A-B Parent LLC (“Atairos”) and Mr.
Old Bowlero had incurred losses during its history. To the extent that we generate taxable losses or not enough taxable income, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of June 30, 2024, the Company had U.S. federal net operating loss carryforwards of approximately $175,882.
To the extent that we generate taxable losses or not enough taxable income, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of June 29, 2025, the Company had U.S. federal net operating loss carryforwards of approximately $137,445.
The number of nominees that each of Atairos and Cobalt are entitled to nominate is dependent on their respective beneficial ownership of the Class A common stock and the Class B common stock.
Shannon are entitled to nominate is dependent on their respective beneficial ownership of the Class A common stock and the Class B common stock.
For so long as Cobalt and its affiliates own (i) 15% or more of the combined Class A common stock and the Class B common stock, Cobalt will be entitled to designate three directors to our board of directors and (ii) less than 15% but at least 5%, Cobalt will be entitled to designate one director to our board of directors.
For so long as Mr. Shannon and his affiliates own (i) 15% or more of the combined Class A common stock and the Class B common stock, Mr. Shannon will 16 Table of Contents Index to Financial Statements be entitled to designate three directors to our board of directors and (ii) less than 15% but at least 5%, Mr.
If we do not maintain the required level of PCI compliance, we could be subject to costly fines or additional fees from the card brands that we accept or lose our ability to accept those payment cards.
We are required to maintain the highest level of Payment Card Industry Data Security Standard (“PCI”) compliance at our corporate office and locations. If we do not maintain the required level of PCI compliance, we could be subject to costly fines or additional fees from the card brands that we accept or lose our ability to accept those payment cards.
The California Consumer Privacy Act of 2018, provides a private right of action for data breaches and requires companies that process information about California residents to make new disclosures to consumers about their data collection, use and sharing practices and allows consumers to opt out of certain data sharing with third parties.
We are subject to various state laws and regulations regarding data protection and consumer privacy, including but not limited to the California Consumer Privacy Act (CCPA), which provides a private right of action for data breaches and requires companies that process information about California residents to make new disclosures to consumers about their data collection, use and sharing practices and allows consumers to opt out of certain data sharing with third parties.
Our business interruption insurance may not cover us in the event these types of business interruptions occur. Cybersecurity breaches or other privacy or data security incidents that expose confidential customer, personal employee or other material, confidential information that is stored in our information systems or by third parties on our behalf may impact our business.
Cybersecurity breaches or other privacy or data security incidents that expose confidential customer, personal employee or other material, confidential information that is stored in our information systems or by third parties on our behalf may impact our business.
Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
We utilize a voluntary tool to help manage privacy risk by independently benchmarking our cybersecurity program to the NIST Cybersecurity Framework, using an independent third party, and we share the results of our annual audit with our audit committee.
We also maintain and periodically update our written incident response plan to reflect evolving legal requirements and threat landscapes. We utilize a voluntary tool to help manage privacy risk by independently benchmarking our cybersecurity program to the NIST Cybersecurity Framework, using an independent third party, and we share the results of our annual audit with our audit committee.
So long as at least approximately 17% of the 16 Table of Contents Index to Financial Statements outstanding of shares of our Class B common stock remain outstanding, the holders of Class B common stock will be able to control the outcome of matters submitted to a stockholder vote requiring a majority vote.
So long as at least approximately 16% of the outstanding of shares of our Class B common stock remain outstanding, the holders of Class B common stock will be able to control the outcome of matters submitted to a stockholder vote requiring a majority vote. In addition, pursuant to the Stockholders Agreement (as defined below), Mr.
These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our board of directors or taking other corporate actions, including effecting changes in our management. Any issuance by us of preferred stock could delay or prevent a change in control of us.
These provisions could also make it difficult 14 Table of Contents Index to Financial Statements for stockholders to take certain actions, including electing directors who are not nominated by the current members of our board of directors or taking other corporate actions, including effecting changes in our management.
Multi-location businesses, such as ours, can be adversely affected by unfavorable publicity resulting from food safety concerns, flu or other virus outbreaks and other public health concerns stemming from one or a limited number of our locations. Additionally, we rely on our network of suppliers to properly handle, store, and transport our ingredients for delivery to our locations.
Multi-location businesses, such as ours, can be adversely affected by unfavorable publicity resulting from food safety concerns, flu or other virus outbreaks and other public health concerns stemming from one or a 5 Table of Contents Index to Financial Statements limited number of our locations.
We also face competition from local, regional, and national establishments that offer similar entertainment experiences to ours that are highly competitive with respect to price, quality of service, 5 Table of Contents Index to Financial Statements location, ambience and type and quality of food.
The out-of-home entertainment market is highly competitive. We compete for customers’ discretionary entertainment dollars with providers of out-of-home entertainment. We also face competition from local, regional, and national establishments that offer similar entertainment experiences to ours that are highly competitive with respect to price, quality of service, location, ambience and type and quality of food.
In addition, the delivery of PBA content in international markets exposes us to multiple regulatory frameworks and societal norms, the complexity of which may result in unintentional noncompliance which could adversely affect our business and operating results. Our failure to continue to build and maintain our brand of entertainment could adversely affect our operating results.
In addition, the delivery of PBA content in international markets exposes us to multiple regulatory frameworks and societal norms, the complexity of which may result in unintentional noncompliance which could adversely affect our business and operating results. Risks Related to Information Technology and Cybersecurity Information technology system failures or interruptions may impact our ability to effectively operate our business.
To protect our intellectual property, we may become involved in litigation, which could result in substantial expenses, divert the attention of management and adversely affect our revenue, financial condition and results of operations. We cannot be certain that our products and services do not and will not infringe on the intellectual property rights of others.
To protect our intellectual property, we may become involved in litigation, which could result in 11 Table of Contents Index to Financial Statements substantial expenses, divert the attention of management and adversely affect our revenue, financial condition and results of operations.
Shannon, our Chairman, Founder and Chief Executive Officer, collectively beneficially own approximately 89% of the outstanding shares of Bowlero’s common stock (which includes both Class A common stock and Class B common stock).
Shannon, our Chairman, Founder and Chief Executive Officer, collectively beneficially own approximately 95% of the outstanding shares of Lucky Strike Entertainment’s common stock (which includes both Class A common stock and Class B common stock) on an as-converted basis. Neither Atairos nor Mr.
Regardless of whether the allegations or complaints are valid, unfavorable publicity related to one or more of our locations could affect public perception of the entire brand. Even incidents at similar businesses could result in negative publicity that could indirectly harm our brand.
Negative publicity may also result from crime incidents, data privacy breaches, scandals involving our employees or operational problems at our locations. Regardless of whether the allegations or complaints are valid, unfavorable publicity related to one or more of our locations could affect public perception of the entire brand.
None of Atairos or Cobalt are subject to any lock-ups and are not restricted from selling shares of Bowlero’s common stock held by them, other than by applicable securities laws. We have also registered shares held by the Atairos and Cobalt for sale under various registration statements and such registration statements remain available for use.
Shannon are subject to any lock-ups and are not restricted from selling shares of Lucky Strike Entertainment’s common stock held by them, other than by applicable securities laws. We have also registered shares held 13 Table of Contents Index to Financial Statements by the Atairos and Mr.
Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in menu prices, our profitability may decline. In addition, the current premiums that we pay for our insurance (including workers’ compensation, general liability, property, health, and directors’ and officers’ liability) may increase at any time, thereby further increasing our costs.
Labor shortages, increased employee turnover, and health care and other benefit or working condition regulations also have increased and may continue to increase our labor costs. In addition, the current premiums that we pay for our insurance (including workers’ compensation, general liability, property, health, and directors’ and officers’ liability) may increase at any time, thereby further increasing our costs.
The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition.
We could also be strictly liable, without regard to fault, for certain environmental conditions at properties we formerly owned or operated as well as at our current properties. Further, more stringent and varied requirements of local and state governmental bodies with respect to zoning, land use and environmental factors could delay or prevent development of new locations in certain locations.
We could also be strictly liable, without regard to fault, for certain environmental conditions at properties we formerly owned or operated as well as at our current properties.
Our reliance on systems operated by third parties also presents the risks faced by the third party’s business, including the operational, cybersecurity, and credit risks of those parties. If those systems were to fail or otherwise be unavailable, and we were unable to timely recover, we could experience an interruption in our operations.
These service 7 Table of Contents Index to Financial Statements disruptions could be prolonged. Our reliance on systems operated by third parties also presents the risks faced by the third party’s business, including the operational, cybersecurity, and credit risks of those parties.
Losing the services of members of senior management could materially harm our business until a suitable replacement is found, and such replacement may not have equal experience and capabilities. 6 Table of Contents Index to Financial Statements We face risks related to our substantial indebtedness and limitations on future sources of liquidity.
Although we have employment agreements with many members of senior management, we cannot prevent members of senior management from terminating their employment with us. Losing the services of members of senior management could materially harm our business until a suitable replacement is found, and such replacement may not have equal experience and capabilities.
Failure by our suppliers, or their suppliers, could cause our ingredients to be contaminated, which could be difficult to detect and put the safety of our food in jeopardy. Negative publicity may also result from crime incidents, data privacy breaches, scandals involving our employees or operational problems at our locations.
Additionally, we rely on our network of suppliers to properly handle, store, and transport our ingredients for delivery to our locations. Failure by our suppliers, or their suppliers, could cause our ingredients to be contaminated, which could be difficult to detect and put the safety of our food in jeopardy.
As such, sales of a substantial number of shares of Bowlero’s common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Class A common stock.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Class A common stock. The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may be diverted from our business operations.
The growth and development of the market for online commerce has led to more stringent consumer protection laws, imposing additional burdens on us.
Further, more stringent and varied requirements of local and state governmental bodies with respect to zoning, land use and environmental factors could delay or prevent development of new locations in certain locations. 10 Table of Contents Index to Financial Statements The growth and development of the market for online commerce has led to more stringent consumer protection laws, imposing additional burdens on us.
Removed
E-commerce or online shopping continues to increase and negatively impact consumer traffic at traditional “brick and mortar” retail sites located in regional malls, lifestyle locations, big box shopping locations and entertainment locations, and a decline in development or closures of businesses in these settings or a decline in visitors to retail areas near our locations could negatively affect our sales.
Added
We face risks related to our substantial indebtedness and limitations on future sources of liquidity.
Removed
The out-of-home entertainment market is highly competitive. We compete for customers’ discretionary entertainment dollars with providers of out-of-home entertainment, including localized attraction facilities such as other bowling locations, movie theaters, sporting events, sports activity locations, arcades and entertainment locations, nightclubs, and restaurants as well as theme parks.
Added
If those systems were to fail or otherwise be unavailable, and we were unable to timely recover, we could experience an interruption in our operations. Our business interruption insurance may not cover us in the event these types of business interruptions occur.
Removed
Some of the entities operating these businesses are larger and have significantly greater financial resources, a greater number of locations, have been in business longer, have greater name recognition and are better established in the markets where our locations are located or are planned to be located.
Added
Non-compliance with these state privacy laws could result in regulatory fines and/or class action litigation. Additionally, class actions and mass arbitration filings related to the alleged wrongful collection of personal data are increasingly common, and statutory damages under certain privacy laws could result in financial exposure.
Removed
As a result, they may be able to invest greater resources than we can in attracting customers and succeed in attracting customers who would otherwise come to our locations.
Added
For instance, bad weather and even forecasts of bad weather, including abnormally hot, cold, snow/ice and/or wet weather, particularly during weekends, holidays or other peak periods could adversely affect location foot traffic and guest spending patterns. The safety of guests and employees is one of the Company's top priorities. Certain locations feature attractions with enhanced safety protocols.
Removed
Further, if we are not effective in addressing social and environmental responsibility matters or achieving relevant sustainability goals, consumer trust in our brand may suffer. Consumer demand for our products and our brand value could diminish significantly if any such incidents or other matters erode consumer confidence in us or our products, which could likely result in lower revenues.
Added
There are inherent risks involved with these attractions, and an accident or a serious injury at any of the locations could result in negative publicity and could reduce foot traffic and result in decreased revenues. In addition, accidents or injuries at facilities operated by competitors, could influence the general attitudes of guests and adversely affect foot traffic at our locations.
Removed
Although we have employment agreements with many members of senior management, we cannot prevent members of senior management from terminating their employment with us.
Added
Other types of incidents such as food borne illnesses, product recalls on items sold, and disruptive, negative guest behavior which have either been alleged or proved to be attributable to our locations or competitors could adversely affect foot traffic and revenues.
Removed
We must continue to build and maintain our strong brand identity to attract and retain fans who have a number of entertainment choices. The production of compelling live, televised, streamed and film content is critical to our ability to generate revenues across our media platforms and product outlets.
Added
We cannot be certain that our products and services do not and will not infringe on the intellectual property rights of others.
Removed
Our ability to produce compelling content depends on our ability to attract professional bowlers to our tournaments. Professional bowlers are independent agents and make their own decisions on whether or not to participate in a tournament. In addition, we are partially dependent on advertising, sponsorship and marketing revenue from third parties in order to be able to host tournaments.
Added
Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes. Old Bowlero had incurred losses during its history.
Removed
If such third parties decide to sponsor or advertise at other types of sporting events, our costs for hosting tournaments will increase, and we may host fewer tournaments, resulting in a decrease in the amount of content that we can produce. Effective consumer communications, such as marketing, customer service and public relations are also important.
Added
Shannon for sale under various registration statements and such registration statements remain available for use. As such, sales of a substantial number of shares of Lucky Strike Entertainment’s common stock in the public market could occur at any time.
Removed
The role of social media by fans and by us is an important factor in our brand perception. If our efforts to create compelling services and goods and/or otherwise promote and maintain our brand, services and merchandise are not successful, our ability to attract and retain fans may be adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBowlero uses MDR (Managed Detection and Response) from a leading company for initial detection and incident response; • Layered controls to help detect, prevent, and mitigate cyber security threats to Bowlero systems and data, including various techniques such as firewall policies, DNS protection solutions, SIEM, and IPS; • Policies, standards, and procedures to establish Bowlero’s expectations and requirements for managing risks; • Cyber security training for employees and quarterly phishing testing; and • Monitoring of cyber security risks associated with third-party service providers using identity protection solutions, firewall solutions, Connectwise Control, and other methods.
Biggest changeLucky Strike Entertainment uses MDR (Managed Detection and Response) from a leading company for initial detection and incident response; • Layered controls to help detect, prevent, and mitigate cyber security threats to Lucky Strike Entertainment systems and data, including various techniques such as firewall policies, DNS protection solutions, SIEM, and IPS; • Policies, standards, and procedures to establish Lucky Strike Entertainment’s expectations and requirements for managing risks; 17 Table of Contents Index to Financial Statements • Cyber security training for employees and quarterly phishing testing; and • Monitoring of cyber security risks associated with third-party service providers using identity protection solutions, firewall solutions, Connectwise Control, and other methods.
Bowlero also utilizes third party services from multiple cybersecurity experts on matters including internal and external vulnerability scanning and penetration testing, cybersecurity gap assessments, consulting on best practices, and addressing new challenges. The company uses information from these services to improve its cybersecurity policies, procedures, and tools.
Lucky Strike Entertainment also utilizes third party services from multiple cybersecurity experts on matters including internal and external vulnerability scanning and penetration testing, cybersecurity gap assessments, consulting on best practices, and addressing new challenges. The company uses information from these services to improve its cybersecurity policies, procedures, and tools.
As part of its program, Bowlero maintains various safeguards to protect the confidentiality, integrity, and availability of data and information systems, including: • Third-party managed detection and response service to monitor for cybersecurity threats and provide incident response.
As part of its program, Lucky Strike Entertainment maintains various safeguards to protect the confidentiality, integrity, and availability of data and information systems, including: • Third-party managed detection and response service to monitor for cybersecurity threats and provide incident response.
Item 1C. Cybersecurity Bowlero Corp. developed, implemented, and maintains a cybersecurity program to identify, assess, and mitigate cybersecurity risks leveraging industry frameworks, including NIST CSF (Cyber Security Framework) and PCI DSS (Data Security Standards), which serves as a reference for the cybersecurity program.
Item 1C. Cybersecurity Lucky Strike Entertainment Corporation developed, implemented, and maintains a cybersecurity program to identify, assess, and mitigate cybersecurity risks leveraging industry frameworks, including NIST CSF (Cyber Security Framework) and PCI DSS (Data Security Standards), which serves as a reference for the cybersecurity program.
Bowlero’s Information Technology Department regularly updates the Audit Committee on information security matters, and the Audit Committee periodically advises Bowlero’s full Board of Directors on information security and cybersecurity risks.
Lucky Strike Entertainment’s Information Technology Department regularly updates the Audit Committee on information security matters, and the Audit Committee periodically advises Lucky Strike Entertainment’s full Board of Directors on information security and cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following summarizes the Company’s current locations in operation by country and ownership classification as of June 30, 2024: 18 Table of Contents Index to Financial Statements Locations in United States Leased 337 Owned 9 Total locations in the United States 346 Locations in Mexico Leased 1 Owned 3 Total locations in Mexico 4 Locations in Canada Leased 2 Owned — Total locations in Canada 2 Total locations 352 The following table summarizes the Company’s current operating locations in the United States by state or territory as of June 30, 2024: State Number of Locations State Number of Locations California 51 Wisconsin 5 Florida 32 Washington 5 Virginia 29 Connecticut 5 Texas 23 Kansas 4 New York 20 Missouri 4 Arizona 19 Oklahoma 3 Maryland 18 South Carolina 3 Illinois 18 Iowa 2 Colorado 14 Delaware 1 Georgia 13 Indiana 1 North Carolina 13 Louisiana 1 New Jersey 10 Nebraska 1 Pennsylvania 10 Oregon 1 Ohio 9 Puerto Rico 1 Massachusetts 8 Rhode Island 1 Alabama 7 Tennessee 1 Minnesota 6 Hawaii 1 Michigan 6 As of June 30, 2024, we currently have six locations in development, and four permanently closed locations in our real estate portfolio.
Biggest changeThe following table summarizes the Company’s current operating locations in the United States by state or territory as of June 29, 2025: State Number of Locations State Number of Locations California 59 Wisconsin 5 Florida 35 Washington 5 Virginia 29 Connecticut 5 Texas 23 Kansas 4 New York 20 Missouri 4 Arizona 19 Oklahoma 3 Maryland 18 South Carolina 3 Illinois 18 Iowa 2 Colorado 16 Delaware 1 Georgia 13 Indiana 1 North Carolina 13 Louisiana 1 Pennsylvania 10 Nebraska 1 New Jersey 9 Oregon 1 Ohio 9 Puerto Rico 1 Massachusetts 8 Rhode Island 1 Alabama 7 Tennessee 1 Michigan 7 Hawaii 1 Minnesota 6 As of June 29, 2025, we currently have one location in development, and two closed locations in our real estate portfolio.
Added
The following summarizes the Company’s current locations in operation by country and ownership classification as of June 29, 2025: Locations in United States Leased 345 Owned 14 Total locations in the United States 359 Locations in Mexico Leased 1 Owned 3 Total locations in Mexico 4 Locations in Canada Leased 2 Owned — Total locations in Canada 2 Total locations 365 18 Table of Contents Index to Financial Statements On July 10, 2025, the Company acquired 58 existing properties that were leased under the third Carlyle master lease agreement for $306,000.
Added
As a result of this transaction, the Company now only has two master lease agreements with Carlyle covering 146 properties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSuch matters typically represent actions with respect to contracts, intellectual property, taxation, employment, employee benefits, 19 Table of Contents Index to Financial Statements personal injuries and other matters. A number of such claims may exist at any given time and there are currently a number of claims and legal proceedings pending against us.
Biggest changeSuch matters typically represent actions with respect to contracts, intellectual property, taxation, employment, employee benefits, personal injuries and other matters. A number of such claims may exist at any given time and there are currently a number of claims and legal proceedings pending against us.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFiscal Period Total Number of Class A Shares Purchased Average Price Paid per Class A Share* Total Number of Shares Purchased as Part of Publicly Announced Programs Dollar Value of Shares That May Yet Be Purchased Under The Publicly Announced Repurchase Program* April 1, 2024 to May 5, 2024 1,063,273 $ 11.71 1,063,273 $ 186,811 May 6, 2024 to June 2, 2024 1,979,560 11.34 1,979,560 164,361 Total 3,042,833 $ 11.47 3,042,833 *The average price paid per share and dollar value of shares that may yet be purchased under the plan includes any commissions paid to repurchase stock (but excludes any excise taxes). 21 Table of Contents Index to Financial Statements Performance Graph COMPARISON OF CUMULATIVE TOTAL RETURN* Among Bowlero Corp., the S&P TMI Consumer Discretionary Index and the S&P 500 Index 12/15/21 12/26/21 03/27/22 07/03/22 10/02/22 01/01/23 04/02/23 07/02/23 10/01/23 12/31/23 03/31/24 06/30/24 Bowlero Corp $ 100.00 $ 91.50 $ 108.60 $ 110.00 $ 123.10 $ 134.80 $ 169.50 $ 116.40 $ 96.20 $ 141.60 $ 137.00 $ 144.90 S&P TMI Consumer Discretionary 100.00 100.92 90.46 68.55 69.47 64.14 74.06 83.47 79.54 90.03 95.08 94.57 S&P 500 100.00 100.37 96.84 81.89 77.08 82.91 89.12 96.92 93.74 104.70 115.76 120.71 *Assumes $100 was invested on December 15, 2021, the day our stock began trading as Bowlero Corp., following the Business Combination between Old Bowlero and Isos, including reinvestment of dividends.
Biggest changeFiscal Period Total Number of Class A Shares Purchased Average Price Paid per Class A Share* Total Number of Shares Purchased as Part of Publicly Announced Programs Dollar Value of Shares That May Yet Be Purchased Under The Publicly Announced Repurchase Program* March 31, 2025 to May 4, 2025 816,428 $ 8.56 816,428 $ 92,223 May 5, 2025 to June 1, 2025 — — — 92,223 June 2, 2025 to June 29, 2025 — — — 92,223 Total 816,428 $ 8.56 816,428 *The average price paid per share and dollar value of shares that may yet be purchased under the plan includes any commissions paid to repurchase stock (but excludes any excise taxes). 20 Table of Contents Index to Financial Statements Performance Graph COMPARISON OF CUMULATIVE TOTAL RETURN* Among Lucky Strike Entertainment Corporation, the S&P TMI Consumer Discretionary Index and the S&P 500 Index 12/15/21 07/03/22 01/01/23 07/02/23 12/31/23 06/30/24 12/29/24 06/29/25 Lucky Strike $ 100.00 $ 110.00 $ 134.80 $ 116.40 $ 141.60 $ 144.90 $ 109.78 $ 95.87 S&P TMI Consumer Discretionary 100.00 68.55 64.14 83.47 90.03 94.57 117.36 111.53 S&P 500 100.00 81.89 82.91 96.92 104.70 120.71 132.87 138.29 *Assumes $100 was invested on December 15, 2021, the day our stock began trading as Lucky Strike Entertainment Corporation, following the Business Combination between Old Bowlero and Isos, including reinvestment of dividends.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock is currently listed on the NYSE under the symbol “BOWL”.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock is currently listed on the NYSE under the symbol “LUCK”.
The following table provides information regarding purchases of our securities made by us for the quarter ended June 30, 2024.
The following table provides information regarding purchases of our securities made by us for the quarter ended June 29, 2025.
Holders of Common Stock As of August 29, 2024, there were 87 holders of record of our Class A common stock and 2 holders of record of our Class B common stock. Such amounts do not include Depository Trust Company participants or beneficial owners holding shares through nominee names.
Holders of Common Stock As of August 21, 2025, there were 78 holders of record of our Class A common stock and 1 holders of record of our Class B common stock. Such amounts do not include Depository Trust Company participants or beneficial owners holding shares through nominee names.
During the year ended June 30, 2024, the Company paid cash dividends of $7,647 on our Preferred Stock. See Note 14 - Common Stock, Preferred Stock and Stockholders’ Equity of the notes to consolidated financial statements of this Annual Report on Form 10-K for more details. 22 Table of Contents Index to Financial Statements Item 6. [Reserved]
See Note 14 - Common Stock, Preferred Stock and Stockholders’ Equity of the notes to consolidated financial statements of this Annual Report on Form 10-K for more details. 21 Table of Contents Index to Financial Statements Item 6. [Reserved]
Dividend Policy Beginning in the third quarter of fiscal year 2024, our board of declared a common stock dividend of $0.055 per share. During the year ended June 30, 2024, the Company paid cash dividends of $17,313.We expect to continue to pay comparable quarterly cash dividends on our common stock.
The performance shown in the graph is not necessarily indicative of future price performance. Dividend Policy Beginning in the third quarter of fiscal year 2024, our board of declared a common stock dividend of $0.055 per share. During the year ended June 29, 2025, the Company paid cash dividends of $33,458.
For the fiscal year ended June 30, 2024, 22,758,993 shares of Class A common stock were repurchased for a total of $247,191, for an average purchase price per share of $10.86, and bringing the cumulative total shares repurchased to 34,071,295 for a total of $381,775 at an average per share price of $11.21.
For the fiscal year ended June 29, 2025, 6,796,938 shares of Class A common stock were repurchased for a total of $72,138, for an average purchase price per share of $10.61, and bringing the cumulative total shares repurchased to 40,868,233 for a total of $453,913 at an average per share price of $11.11.
Added
We expect to continue to pay comparable quarterly cash dividends on our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table displays certain items from our consolidated statements of operations for the fiscal years ended presented below: Fiscal Year Ended (in thousands) June 30, 2024 % (1) July 2, 2023 % (1) Change % Change Revenues $ 1,154,614 100.0 % $ 1,058,790 100.0 % $ 95,824 9.1 % Costs of revenues 840,435 72.8 % 716,384 67.7 % 124,051 17.3 % Gross profit 314,179 27.2 % 342,406 32.3 % (28,227) (8.2) % Operating expenses: Selling, general and administrative expenses 155,203 13.4 % 137,919 13.0 % 17,284 12.5 % Asset impairment 60,211 5.2 % 1,601 0.2 % 58,610 * Loss (gain) on sale of assets 1,222 0.1 % (2,240) (0.2) % 3,462 * Other operating expense 5,953 0.5 % 4,326 0.4 % 1,627 37.6 % Total operating expense 222,589 19.3 % 141,606 13.4 % 80,983 57.2 % Operating profit 91,590 7.9 % 200,800 19.0 % (109,210) (54.4) % Other expenses: Interest expense, net 177,611 15.4 % 110,851 10.5 % 66,760 60.2 % Change in fair value of earnout liability 25,456 2.2 % 85,352 8.1 % (59,896) (70.2) % Other expense 76 — % 6,792 0.6 % (6,716) (98.9) % Total other expense 203,143 17.6 % 202,995 19.2 % 148 0.1 % Loss before income tax benefit (111,553) (9.7) % (2,195) (0.2) % (109,358) * Income tax benefit (27,972) (2.4) % (84,243) (8.0) % 56,271 * Net (loss) income $ (83,581) (7.2) % $ 82,048 7.7 % (165,629) * ___________ (1) Percent calculated as a percentage of revenues and may not total due to rounding. *Represents a change equal to or in excess of 100% or one that is not meaningful.
Biggest changeThe following table displays certain items from our consolidated statements of operations for the fiscal years ended presented below: Fiscal Year End June 29, 2025 % (1) June 30, 2024 % (1) Change % Change Revenues Bowling $ 549,895 46 % $ 557,962 48 % $ (8,067) (1) % Food & beverage 424,214 35 % 401,383 35 % 22,831 6 % Amusement & other 227,224 19 % 195,269 17 % 31,955 16 % Total revenues 1,201,333 100 % 1,154,614 100 % 46,719 4 % Costs and expenses Location operating costs, excluding depreciation and amortization 375,573 31 % 328,551 28 % 47,022 14 % Location payroll and benefit costs 284,131 24 % 287,206 25 % (3,075) (1) % Location food and beverage costs 94,553 8 % 90,752 8 % 3,801 4 % Selling, general and administrative expenses, excluding depreciation and amortization 143,173 12 % 148,007 13 % (4,834) (3) % Depreciation and amortization 156,852 13 % 145,364 13 % 11,488 8 % Loss on impairment and disposal of fixed assets, net 10,905 1 % 61,433 5 % (50,528) (82) % Other operating (income) expense, net (1,041) — % 1,711 — % (2,752) * Total costs and expenses 1,064,146 89 % 1,063,024 92 % 1,122 — % Operating income 137,187 11 % 91,590 8 % 45,597 50 % Other (income) expenses Interest expense, net 196,371 16 % 177,611 15 % 18,760 11 % Change in fair value of earnout liability (101,484) (8) % 25,456 2 % (126,940) * Other expense 817 — % 76 — % 741 * Total other expense 95,704 8 % 203,143 18 % (107,439) (53) % Income (loss) before income tax expense (benefit) 41,483 3 % (111,553) (10) % 153,036 * Income tax expense (benefit) 51,505 4 % (27,972) (2) % 79,477 * Net loss $ (10,022) (1) % $ (83,581) (7) % 73,559 * ___________ (1) Percent calculated as a percentage of revenues and may not total due to rounding. *Represents a change equal to or in excess of 100% or one that is not meaningful. 23 Table of Contents Index to Financial Statements Revenues: For fiscal 2025, revenues totaled $1,201,333 and represented an increase of $46,719 or 4% over the prior fiscal year.
(4) Other includes the following related to transactions that do not represent ongoing or frequently recurring activities as part of the Company’s operations: (i) non-routine expenses, net of recoveries for matters outside the normal course of business, (ii) costs incurred that have been expensed associated with obtaining an equity method investment in a subsidiary of VICI, (iii) severance expense, and (iv) other individually de minimis expenses.
(5) Other includes the following related to transactions that do not represent ongoing or frequently recurring activities as part of the Company’s operations: (i) non-routine expenses, net of recoveries for matters outside the normal course of business, (ii) costs incurred that have been expensed associated with obtaining an equity method investment in a subsidiary of VICI, (iii) severance expense, and (iv) other individually de minimis expenses.
(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. Certain prior year amounts have been reclassified to conform to current year presentation.
(3) 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. Certain prior year amounts have been reclassified to conform to current year presentation.
See “ Risk Factors ” for further information. 27 Table of Contents Index to Financial Statements On February 8, 2023, we entered into an Eighth Amendment (the “Eighth Amendment”) to the First Lien Credit Agreement. The Eighth Amendment provided for a new $900,000 term loan maturing on February 8, 2028 (the “Amendment No. 8 Term Loan”).
See “ Risk Factors ” for further information. 26 Table of Contents Index to Financial Statements On February 8, 2023, we entered into an Eighth Amendment (the “Eighth Amendment”) to the First Lien Credit Agreement. The Eighth Amendment provided for a new $900,000 term loan maturing on February 8, 2028 (the “Amendment No. 8 Term Loan”).
(3) The adjustment for changes in the value of earnouts is to remove the impact of the revaluation of the earnouts. Changes in the fair value of the earnout liability is recognized in the statement of operations.
(4) The adjustment for changes in the value of earnouts is to remove the impact of the revaluation of the earnouts. Changes in the fair value of the earnout liability is recognized in the statement of operations.
We then compared these fair values to the related carrying value of the long-lived assets. Impairment of Indefinite-Lived Intangible Assets Management assesses impairment of indefinite-lived intangible assets, including goodwill, brokered liquor licenses on a quota system and our Bowlero and Professional Bowlers Association trade names, on an annual basis during the fourth quarter or more frequently under certain circumstances.
We then compared these fair values to the related carrying value of the long-lived assets. Impairment of Indefinite-Lived Intangible Assets Management assesses impairment of indefinite-lived intangible assets, including goodwill, brokered liquor licenses on a quota system and certain trade names, on an annual basis during the fourth quarter or more frequently under certain circumstances.
Impairment of Long-Lived Assets Long-lived assets other than goodwill and indefinite-lived intangible assets (such as Bowlero and Professional Bowlers Association trade names), including property and equipment, right-of-use assets and other definite-lived intangibles such as trade names and customer relationships are reviewed for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable.
Impairment of Long-Lived Assets Long-lived assets other than goodwill and indefinite-lived intangible assets (such as certain trade names), including property and equipment, right-of-use assets and other definite-lived intangibles such as trade names and customer relationships are reviewed for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable.
In connection with the Company entering into the Ninth Amendment, the Revolver commitment was increased by $35,000 to an aggregate amount of $235,000, and the amount outstanding as of the Ninth Amendment date of $100,000 was repaid. On June 18, 2024, the Company entered into a Tenth Amendment to the First Lien Credit Agreement.
In connection with the Company entering into the Ninth Amendment, the Revolver commitment was increased by $35,000 to an aggregate amount of $235,000. On June 18, 2024, the Company entered into a Tenth Amendment to the First Lien Credit Agreement.
Presentation of Results of Operations The Company reports on a fiscal year with each quarter generally comprised of one 5-week period and two 4-week periods. Our current and prior fiscal years were fifty-two weeks and ended on June 30, 2024 (“fiscal 2024”) and July 2, 2023 (“fiscal 2023”), respectively.
Presentation of Results of Operations The Company reports on a fiscal year with each quarter generally comprised of one 5-week period and two 4-week periods. Our current and prior fiscal years were fifty-two weeks and ended on June 29, 2025 (“fiscal 2025”) and June 30, 2024 (“fiscal 2024”), respectively.
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 an election to opt out is irrevocable.
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 29 Table of Contents Index to Financial Statements companies but any such an election to opt out is irrevocable.
All amounts are presented in thousands, unless otherwise noted, except share and per share amounts. 23 Table of Contents Index to Financial Statements Results of Operations Fiscal Year Ended June 30, 2024 Compared To the Fiscal Year Ended July 2, 2023 Analysis of Consolidated Statement of Operations.
All amounts are presented in thousands, unless otherwise noted, except share and per share amounts. 22 Table of Contents Index to Financial Statements Results of Operations Fiscal Year Ended June 29, 2025 Compared To the Fiscal Year Ended June 30, 2024 Analysis of Consolidated Statement of Operations.
In connection with the Company entering into the Tenth Amendment, the Revolver commitment was increased by $50,000 to an aggregate amount of $285,000. As of June 30, 2024, no amounts are drawn on the Revolver. On August 23, 2024, the Company entered into a Eleventh Amendment to the First Lien Credit Agreement.
In connection with the Company entering into the Tenth Amendment, the Revolver commitment was increased by $50,000 to an aggregate amount of $285,000. On August 23, 2024, the Company entered into a Eleventh Amendment to the First Lien Credit Agreement.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” the “Company,” and “Bowlero” are intended to mean the business and operations of Bowlero Corp. and its consolidated subsidiaries. Unless otherwise indicated, all financial information in this section is presented in thousands.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” the “Company,” and “Lucky Strike” are intended to mean the business and operations of Lucky Strike Entertainment Corporation and its consolidated subsidiaries. Unless otherwise indicated, all financial information in this section is presented in thousands.
If the location is closed on the first day of the reporting period for permanent closure, the location will be considered closed for that reporting period.
If a location is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the location is closed on the first day of the reporting period for permanent closure, the location will be considered closed for that reporting period.
Certain prior year amounts have been reclassified to conform to current year presentation. Liquidity and Capital Resources We manage our liquidity through assessing available cash-on-hand, our ability to generate cash and our ability to borrow or otherwise raise capital to fund operating, investing and financing activities. The Company remains in a positive financial position with available cash balances.
Certain prior year amounts have been reclassified to conform to current year presentation. Liquidity and Capital Resources We manage our liquidity through assessing available cash-on-hand, our ability to generate cash and our ability to borrow or otherwise raise capital to fund operating, investing and financing activities.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with Bowlero Corp.’s audited consolidated financial statements and notes included herein.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with Lucky Strike Entertainment Corporation’s audited consolidated financial statements and notes included herein.
Discussion regarding our financial condition and results of operations for fiscal 2023 compared with fiscal 2022 is included in Item 7 of the Annual Report on Form 10-K for the fiscal period ended July 2, 2023. Overview Bowlero Corp. is one of the world’s premier operators of location-based entertainment.
Discussion regarding our financial condition and results of operations for fiscal 2024 compared with fiscal 2023 is included in Item 7 of the Annual Report on Form 10-K for the fiscal period ended June 30, 2024. Overview Lucky Strike Entertainment Corporation is one of the world’s premier operators of location-based entertainment.
The impairments primarily relate to long-lived assets for an open location and closed locations. We estimated the fair value of these assets utilizing the business enterprise valuation based on discounted cash flows for the open location, and for the closed locations, the market approach using orderly liquidation values or broker quotes for sale of similar properties.
We estimated the fair value of these assets utilizing the business enterprise valuation based on discounted cash flows for the open location, and for the closed 28 Table of Contents Index to Financial Statements locations, the market approach using orderly liquidation values or broker quotes for sale of similar properties.
Recent Developments Bowlero’s results for the fiscal year ended June 30, 2024 exhibited the planned fiscal year 2024 reinvestment in the business through acquisitions, new builds, and conversions.
Recent Developments Lucky Strike’s results for the fiscal year ended June 29, 2025 exhibited the planned fiscal year 2025 reinvestment in the business through acquisitions, new builds, and conversions.
In our previously filed 10-K for the year ended July 2, 2023, revenues from 288 locations were included in the same-store revenue. (2) Service fee revenue is a mandatory gratuity passed through to the employee, which is a non-contributor to earnings and is being phased out across our locations.
In our previously filed 10-K for the year ended June 30, 2024, revenues from 311 locations were included in the same-store revenue. (2) Service fee revenue is a mandatory gratuity passed through to the employee, which is a non-contributor to earnings.
The Company also operates other forms of location-based entertainment, such as Octane Raceway and Raging Waves water park. The Company remains focused on creating long-term shareholder value through continued organic growth, the conversion and upgrading of locations to more upscale entertainment concepts offering a broader range of offerings, the opening of new locations and acquisitions.
The Company remains focused on creating long-term shareholder value through continued organic growth, the conversion and upgrading of locations to more upscale entertainment concepts offering a broader range of offerings, the opening of new locations and acquisitions.
Change in fair value of earnouts: The unfavorable impact on the statement of operations during the year ended June 30, 2024, is due to the increase in the fair value of the earnouts, which mainly reflects the increase in the Company’s stock price during the period.
Change in fair value of earnouts: The impact on the statement of operations during fiscal 2025 is due to the decrease in the fair value of the earnouts, which mainly reflects the decrease in the Company’s stock price in fiscal 2025.
In connection with the Company entering into the Eleventh Amendment, the Revolver commitment was increased by $50,000 to an aggregate amount of $335,000. For more information on our debt, see Note 9 - Debt of the notes to consolidated financial statements of this Annual Report on Form 10-K.
The Fourteenth Amendment provides for a $50,000 increase of the Revolver commitment to an aggregate amount of $385,000. For more information on our debt, see Note 9 - Debt of the notes to consolidated financial statements of this Annual Report on Form 10-K.
Refer to notes below for additional details concerning the respective items for Adjusted EBITDA. 26 Table of Contents Index to Financial Statements The following table provides a reconciliation from net (loss) income to Adjusted EBITDA for the fiscal years ended June 30, 2024 and July 2, 2023: (in thousands) June 30, 2024 July 2, 2023 Net (loss) income $ (83,581) $ 82,048 Adjustments: Interest expense 185,181 112,160 Income tax benefit (27,972) (84,243) Depreciation and amortization 147,362 115,680 Impairment and other charges 61,340 1,601 Share-based compensation 13,775 15,742 Closed location EBITDA (1) 9,006 3,319 Foreign currency exchange loss (gain) 378 (53) Asset disposition loss (gain) 1,222 (2,240) Transactional and other advisory costs (2) 21,303 23,635 Changes in the value of earnouts (3) 25,456 85,352 Other, net (4) 8,027 1,343 Adjusted EBITDA $ 361,497 $ 354,344 Adjusted EBITDA represents Net (loss) income before Interest, Income Taxes, Depreciation and Amortization, Impairment Charges, Share-based Compensation, EBITDA from Closed Locations, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, Changes in the value of earnouts and Other.
Refer to notes below for additional details concerning the respective items for Adjusted EBITDA. 25 Table of Contents Index to Financial Statements The following table provides a reconciliation from net loss to Adjusted EBITDA for the fiscal years ended June 29, 2025 and June 30, 2024: (in thousands) June 29, 2025 June 30, 2024 Net loss $ (10,022) $ (83,581) Adjustments: Interest expense 196,371 185,181 Income tax expense (benefit) 51,505 (27,972) Depreciation and amortization 158,527 147,362 Loss on impairment, disposals, and other charges, net (1) 28,615 62,562 Share-based compensation 21,632 13,775 Closed location EBITDA (2) 3,054 9,006 Transactional and other advisory costs (3) 17,117 21,303 Changes in the value of earnouts (4) (101,484) 25,456 Other, net (5) 2,372 8,405 Adjusted EBITDA $ 367,687 $ 361,497 Adjusted EBITDA represents Net loss before Interest, Income Taxes, Depreciation and Amortization, Impairment Charges, Share-based Compensation, EBITDA from Closed Locations, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, Changes in the value of earnouts and Other.
However, there are a number of factors that may hinder our ability to access these capital resources, including but not limited to our degree of leverage and potential borrowing restrictions imposed by our lenders.
We also plan to use available cash-on-hand to fund our share repurchase program, which was implemented as a method to return value to our shareholders. However, there are a number of factors that may hinder our ability to access these capital resources, including but not limited to our degree of leverage and potential borrowing restrictions imposed by our lenders.
For fiscal 2024, the Company performed a qualitative assessment of goodwill and concluded it was not more likely than not that the fair value of the reporting units was less than its carrying values.
For fiscal 2025, the Company performed a quantitative assessment of goodwill and concluded it was not more likely than not that the fair value of the reporting units was less than its carrying values. There were no other impairment charges for goodwill or indefinite-lived intangible assets, recorded in fiscal years 2025.
Inputs that have a significant effect on the valuation include the expected volatility, stock price, expected term, risk-free interest rate, dividend yield, and performance hurdles. Recently Issued Accounting Standards See Note 2 - Significant Accounting Policies of the notes to consolidated financial statements of this Annual Report on Form 10-K for information regarding new accounting pronouncements.
Recently Issued Accounting Standards See Note 2 - Significant Accounting Policies of the notes to consolidated financial statements of this Annual Report on Form 10-K for information regarding new accounting pronouncements.
The current year income tax benefit was mainly driven by state and local income tax expenses, disallowed expenses associated with the earnout expense, S162(m) limitations and other items.
The current year income tax expense was mainly driven by the increase of $65,104 for valuation allowance due to unrealizable Section 163(j) interest limitation off set by benefits for state and local income tax expenses, disallowed expenses associated with the earnout expense, S162(m) limitations and other items.
In connection with the Company entering into the Eighth Amendment, the Revolver commitment was increased by $35,000 to an aggregate amount of $200,000, and the amount outstanding as of the Eighth Amendment date of $86,434 was repaid.
The outstanding balance on the Revolver is due on December 15, 2026. Interest on borrowings under the Revolver is based on the Adjusted Term SOFR. In connection with the Company entering into the Eighth Amendment, the Revolver commitment was increased by $35,000 to an aggregate amount of $200,000.
Closed locations are those locations that are closed for a variety of reasons, including permanent closure, newly acquired or built locations prior to opening, locations closed for renovation or rebranding and conversion. If a location is not open on the last day of the reporting period, it will be considered closed for that reporting period.
Also includes non-cash expenses related to impairments, disposals, and asset write-offs. (2) The closed location adjustment is to remove EBITDA for closed locations. Closed locations are those locations that are closed for a variety of reasons, including permanent closure, newly acquired or built locations prior to opening, locations closed for renovation or rebranding and conversion.
Location operating costs include both fixed and variable components and therefore do not directly correlate with revenues. Increases in costs were in most areas and include labor, supplies, repairs & maintenance, depreciation, rent, property taxes, and utilities.
Location operating costs: Location operating costs primarily consist of rent, utilities, insurance, repairs & maintenance, property taxes, supplies, marketing, and other costs associated with Company locations. Location operating costs include both fixed and variable components and therefore do not directly correlate with revenue. Location operating costs increased $47,022, or 14%.
There has been no such transaction in fiscal 2024. 25 Table of Contents Index to Financial Statements Income Taxes: Income tax benefit and deferred tax assets and liabilities reflect management’s assessment of the Company’s tax position.
Income Taxes: Income tax expense (benefit) and deferred tax assets and liabilities reflect management’s assessment of the Company’s tax position.
Fiscal Year Ended (in thousands) June 30, 2024 July 2, 2023 Change % Change Revenues on a same-store basis (1) $ 985,858 $ 985,937 $ (79) — % Revenues for media, new and closed locations 163,294 51,789 111,505 215.3 % Service fee revenue (2) 5,462 21,064 (15,602) (74.1) % Total revenues $ 1,154,614 $ 1,058,790 $ 95,824 9.1 % 24 Table of Contents Index to Financial Statements ___________ (1) Revenues from 311 locations are included in the same-store comparable location base for the comparison in the above table.
Fiscal Year Ended (in thousands) June 29, 2025 June 30, 2024 Change % Change Revenues on a same-store basis (1) $ 990,678 $ 1,029,251 $ (38,573) (3.7) % Revenues for media, new and closed locations 208,191 119,901 88,290 73.6 % Service fee revenue (2) 2,464 5,462 (2,998) (54.9) % Total revenues $ 1,201,333 $ 1,154,614 $ 46,719 4.0 % ___________ (1) Revenues from 326 locations are included in the same-store comparable location base for the comparison in the above table.
Revenues: For fiscal 2024, revenues totaled $1,154,614 and represented an increase of $95,824, or 9%, over the prior fiscal year. The increase in revenues is primarily attributable to revenue from newly acquired or leased locations and group event business, which was partially offset by a decrease in service fee revenue.
The increase in revenues is primarily attributable to revenue from newly acquired or leased locations, which was partially offset by a decline in revenues on a same-store basis.
During fiscal year 2024, the company reclassified the Bowlero trade name intangible asset from indefinite lived to finite lived due to the planned rebranding of bowling locations, which resulted in an impairment charge of $52,030. The Company estimated the fair value of the Bowlero trade name based on an income approach using the relief-from-royalty method.
The decrease is mainly attributable to fiscal 2024 including the impact of the reclassification of the 24 Table of Contents Index to Financial Statements Bowlero trade name intangible asset from indefinite lived to finite lived due to the rebranding of bowling locations. This resulted in a non-recurring impairment charge of $52,030 in fiscal 2024.
Revenues on a same-store basis remained flat as compared to fiscal 2023, which was primarily attributable strong league and group event business experienced throughout fiscal 2024 coupled with a strong consumer response to spring offerings and launch of a seasonal pass during the fourth quarter.
The decrease in same-store revenues during fiscal 2025 was primarily attributable to a reduction in retail or walk-in and corporate event business relative to fiscal year 2024. This was partially offset by a strong consumer response to spring offerings and our summer season pass during the fourth quarter.
To highlight the Company’s recent activity during the fiscal year ended June 30, 2024: • We expanded our location-based entertainment offerings through eight acquisitions in which we acquired 22 locations inclusive of 14 Lucky Strike locations and Raging Waves water park. • We completed and opened three new build-outs and have a total of six signed agreements for build-outs in prime markets. • We entered into a transaction with VICI Properties Inc.
To highlight the Company’s recent activity during the fiscal year ended June 29, 2025: • We reported total revenue growth of 4%. • We rebranded the Company from Bowlero to Lucky Strike Entertainment. • We completed and opened four newly-built Lucky Strike locations in prime markets. • We completed the acquisitions of Boomers Parks (inclusive of Big Kahuna’s water park), Spectrum Entertainment Complex, Adventure Park, and Shipwreck Island water park to further enhance our location-based entertainment offerings. • We acquired 66 acres of land adjacent to Raging Waves water park for further expansion. • Subsequent to June 29, 2025, we completed the acquisition of 58 existing properties previously under lease.
Fiscal Year Ended June 30, 2024 Compared To the Fiscal Year Ended July 2, 2023 The following compares the primary categories of the consolidated statements of cash flows for the years ended June 30, 2024 and July 2, 2023: Fiscal Year Ended $ Change % Change (in thousands) June 30, 2024 July 2, 2023 Net cash provided by operating activities $ 154,830 $ 217,787 $ (62,957) (28.91) % Net cash used in investing activities (385,656) (253,218) (132,438) (52.30) % Net cash provided by financing activities 102,157 98,957 3,200 3.23 % Effect of exchange rate changes on cash 8 (129) 137 (106.20) % Net change in cash and cash equivalents $ (128,661) $ 63,397 $ (192,058) (302.94) % The decrease in cash provided by operating activities primarily reflects higher cost of revenues and an increase in interest expense.
At June 29, 2025, we had approximately $59,686 of available cash and cash equivalents. 27 Table of Contents Index to Financial Statements Fiscal Year Ended June 29, 2025 Compared To the Fiscal Year Ended June 30, 2024 The following compares the primary categories of the consolidated statements of cash flows for the years ended June 29, 2025 and June 30, 2024: Fiscal Year Ended $ Change % Change (in thousands) June 29, 2025 June 30, 2024 Net cash provided by operating activities $ 177,221 $ 154,830 $ 22,391 14 % Net cash used in investing activities (220,311) (385,656) 165,345 43 % Net cash provided by financing activities 35,860 102,157 (66,297) (65) % Effect of exchange rate changes on cash (56) 8 (64) * Net change in cash and cash equivalents $ (7,286) $ (128,661) $ 121,375 (94) % ___________ *Represents a change equal to or in excess of 100% or one that is not meaningful.
Under the First Lien Credit Agreement, we have access to a senior secured revolving credit facility (the “Revolver”). The outstanding balance on the Revolver is due on December 15, 2026. Interest on borrowings under the Revolver is based on the Adjusted Term SOFR.
The bridge term loans bears interest at a rate per annum equal to the Adjusted Term SOFR plus 2.50%, which will increase by 0.50% on each of the 90th, 180th and 270th days after July 10, 2025. Under the First Lien Credit Agreement, we have access to a senior secured revolving credit facility (the “Revolver”).
Removed
(“VICI”) relating to the transfer of land and real estate assets of 38 locations for an aggregate value of $432,900, providing a source of liquidity to accelerate new builds, deploy capital into acquisitions and conversions, return value to shareholders, pay down debt, and for general corporate purposes.
Added
The Company also operates other forms of location-based entertainment, such as FEC’s and water parks, which include Octane Raceway, Raging Waves water park, Shipwreck Island water park, Big Kahuna’s water park and Boomers Parks.
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This was offset by a reduction of mid-week promotions in early 2024 and adverse weather conditions during the third quarter that we believe led to a reduction in foot traffic.
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We also completed the acquisition of Wet ‘n Wild Emerald Pointe, Castle Park, and two additional Boomers Parks locations. Lastly, we signed a definitive agreement to acquire Raging Waters Los Angeles, which is expected to be completed in fiscal 2026.
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Cost of Revenues: Our Cost of Revenues consisted of the following: Fiscal Year Ended (in thousands) June 30, 2024 July 2, 2023 Change % Change Location operating costs (1) $ 328,329 $ 268,682 $ 59,647 22 % Location payroll and benefit costs 287,411 262,327 25,084 10 % Location food and beverage costs 90,800 83,045 7,755 9 % Depreciation & Amortization 133,895 102,330 31,565 31 % Total Cost of Revenues $ 840,435 $ 716,384 $ 124,051 17 % ___________ (1) Location operating costs primarily consist of rent, utilities, insurance, repairs & maintenance, property taxes, supplies, marketing, and other costs associated with Company locations.
Added
The increase includes a $20,700 non-cash impact related to an increase in self-insurance reserves during the fourth quarter of fiscal 2025. In addition, there were increases in costs in various other areas including utilities, advertising, property taxes, and rent. The increase in costs was mainly attributable to location count growth from acquisitions and lease agreements.
Removed
The increase in costs was mainly attributable to location count growth from acquisitions and lease agreements since fiscal 2023, which contributed approximately $125,000 to cost of revenues. This was coupled with the increased sales volume and higher costs due to inflation.
Added
For instance, Raging Waves water park and Boomers Parks location operating costs contributed $16,000 to the increase. The increase in costs were partially offset by cost management initiatives, which resulted in a $4,500 decrease in repairs and maintenance expense.
Removed
For instance, the increase in location payroll and benefit costs reflects the additional staffing and higher pay rates to support the growing business. Furthermore, the increase in depreciation reflects the added depreciable assets through acquisitions and capital expenditures and the increase in rent primarily reflects the added operating leases from the Lucky Strike acquisition.
Added
Location operating costs as a percent of revenues increased from 28% during fiscal 2024 to 31% during fiscal 2025, mainly due to the aforementioned increase in self-insurance reserves coupled with location count growth and fixed costs. Location payroll and benefit costs: Location payroll and benefit costs consist of employee costs that directly support location operations.
Removed
Additionally, amusement costs increased as a result of a higher volume of redemption merchandise payouts as part of our effort to improve customer satisfaction. Selling, general and administrative expenses (“SG&A”): SG&A expenses increased $17,284 or 13%.
Added
Location payroll and benefit costs decreased $3,075, or 1%. The decrease in location payroll and benefit costs reflects the impact of the ongoing staffing optimization initiative. This is further illustrated by the decrease as a percent of revenues from 25% during fiscal 2024 to 24% during fiscal 2025.
Removed
The increase is mainly attributable to our investment in the field management and event sales teams to support the growing business, which was partially offset by reductions in corporate staff. There have also been increases in professional fees attributable to the heightened acquisition activity and scale of acquisitions as compared to fiscal 2023.
Added
The decrease driven by staffing optimization was partially offset by location count growth. For instance, Raging Waves water park and Boomers Parks added $12,000 of location payroll and benefit costs. Location food & beverage costs: Location food & beverage costs increased $3,801, or 4%.
Removed
In addition to acquisition activity, the increase in professional fees is driven by legal costs related to advisory items. The increase is also attributable to the increase in revenues as compared to fiscal 2023. This is illustrated by the relatively consistent percent of revenues as compared to fiscal 2023. Asset impairment: Asset impairment increased $58,610.
Added
The increase in location food & beverage costs is mainly attributable to increased food & beverage revenue as compared to fiscal 2024. Selling, general and administrative expenses (“SG&A”): SG&A expenses decreased $4,834 or 3%. The decrease is mainly attributable to a decrease in professional fees, which contributed approximately $14,300 to the decrease in SG&A expenses.
Removed
The increase is mainly attributable to the reclassification of the Bowlero trade name intangible asset from indefinite lived to finite lived due to the planned rebranding of bowling locations. Interest expense, net: Interest expense increased $66,760, or 60%, to $177,611.
Added
This was partially offset by an increase in share-based compensation expense, which increased approximately $7,800. The increase in share-based compensation expense is primarily due to the non-recurring settlement of equity awards related to the retirement of a long-time executive of the Company, which resulted in an additional $4,809 of share-based compensation expense.
Removed
The higher interest expense is primarily the result of higher interest rates and our increased debt, financing obligations, and finance leases as compared to last fiscal year.
Added
The decrease in professional fees is mainly attributable to less acquisition activity as compared to the prior year and cost management initiatives at corporate. The cost management initiatives at corporate also resulted in a decrease in SG&A labor of approximately $2,000. Depreciation and amortization: Depreciation and amortization increased $11,488 or 8%.
Removed
Other expense: Other expenses include various cost related to specific transactions that are not considered ongoing or frequently recurring activities as part of the Company’s operations.
Added
The increase in depreciation and amortization reflects the added depreciable assets, finite-lived intangible assets, and finance leases through acquisitions and capital expenditures. Loss on impairment and disposal of fixed assets, net: Loss on impairment and disposal of fixed assets decreased $50,528 or 82%.
Removed
The decrease in other expenses is mainly due to the $6,786 i n costs that were expensed associated with the refinancing of the First Lien Credit Facility Term Loan and Incremental Term Loan during the prior year.
Added
Interest expense, net: Interest expense increased $18,760, or 11%. The higher interest expense, net is primarily the result of an added financing obligation within the second quarter of fiscal 2024, the $150,000 incremental term loan obtained in the second quarter of fiscal 2025, and lower interest income as compared to fiscal 2024.
Removed
The prior year income tax benefit for fiscal 2023 is mainly due to the non-cash income tax benefit resulting from the release of a significant portion of the valuation allowances for deferred tax assets, as well as the favorable impact resulting from changes in estimates associated with certain income tax credits and tax deductible expenses, which were partially offset by state income tax expense, due to higher income and certain non-deductible expenses.
Added
Refer to notes below for additional details concerning the respective items for Adjusted EBITDA. Notes to Adjusted EBITDA: (1) For the fiscal year ended June 29, 2025 reflects a c hange in estimate in our self-insurance reserves related to claims that occurred prior to the beginning of the fiscal year, which resulted in a non-cash self-insurance reserve adjustment of $17,710.
Removed
Refer to notes below for additional details concerning the respective items for Adjusted EBITDA. Notes to Adjusted EBITDA: (1) The closed location adjustment is to remove EBITDA for closed locations.
Added
On December 17, 2024, the Company entered into a Twelfth Amendment (the “Twelfth Amendment”) to the First Lien Credit Agreement. The Twelfth Amendment provided for an incremental term loan in the amount of $150,000. In addition, the Twelfth Amendment increased the quarterly principal payments beginning on December 31, 2024 from $2,875 to $3,255.
Removed
At June 30, 2024, we had approximately $66,972 of available cash and cash equivalents.
Added
On July 10, 2025, the Company entered into a Thirteenth Amendment (the “Thirteenth Amendment”) to the First Lien Credit Agreement. The Thirteenth Amendment provides for a $230,000 bridge term loan. The maturity date for the bridge term loan is the date that is 364 days after July 10, 2025.
Removed
Investing activities utilized $385,656, reflecting our acquisitions and capital expenditures, as well as location conversions and related capital expenditures.
Added
In connection with the Company entering into the Eleventh Amendment, the Revolver commitment was increased by $50,000 to an aggregate amount of $335,000. As of June 29, 2025, $30,000 was drawn on the Revolver. On July 16, 2025, the Company entered into a Fourteenth Amendment (the “Fourteenth Amendment”) to the First Lien Credit Agreement.
Removed
The higher level of cash used in investing activities during the period mainly reflects the acquisition of Lucky Strike, which had a larger purchase price as compared to the locations acquired during the 28 Table of Contents Index to Financial Statements same period of the prior fiscal year.
Added
Operating activities provided $177,221 as compared to $154,830 during the prior fiscal year. The increase in cash provided by operating activities primarily reflects an increase in revenues and lease incentive receipts partially offset by higher interest expense. Investing activities used $220,311 as compared to $385,656 during the prior fiscal year.
Removed
We expect to continue to invest in accretive acquisitions in future periods as well as location upgrades and conversions. Financing activities provided $102,157 in fiscal 2024, reflecting proceeds from our transaction with VICI of $408,510, partially offset by $254,309 for the repurchase of treasury stock through our share repurchase program and the payment of cash dividends.
Added
The decrease in cash used in investing activities mainly reflects a reduction in capital expenditures and less acquisition activity as compared to the prior year. This was partially offset by the purchase of 66 acres of land adjacent to Raging Waves water park for $9,400. Financing activities provided $35,860 as compared to $102,157 in the prior year.
Removed
There were no other impairment charges for goodwill or indefinite-lived intangible assets, excluding liquor license revaluations, recorded in fiscal years 2024. 29 Table of Contents Index to Financial Statements Valuation of Earnouts The estimated fair value of the earnout liability is determined by using a Monte-Carlo simulation model.
Added
The decrease in cash provided by financing activities primarily reflects the proceeds from the transaction with VICI in fiscal 2024, increased cash dividends, and the settlement of equity awards during fiscal 2025. This was partially offset by less share buyback activity as compared to the same period of the prior year and the impact of the $150,000 incremental term loan.
Added
The impairments primarily relate to long-lived assets for an open location and closed locations.
Added
Valuation of Earnouts The estimated fair value of the earnout liability is determined by using a Monte-Carlo simulation model. Inputs that have a significant effect on the valuation include the expected volatility, stock price, expected term, risk-free interest rate, dividend yield, and performance hurdles.
Added
Self-Insurance Reserves Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon claims data history.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCredit Risk 30 Table of Contents Index to Financial Statements Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and temporary investments, and interest rate swaps and caps. We are exposed to credit losses in the event of non-performance by counter parties to our financial instruments.
Biggest changeCredit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and temporary investments, and interest rate swaps and caps. We are exposed to credit losses in the event of non-performance by counter parties to our financial instruments. We place cash and temporary investments with various high-quality financial institutions.
In order to mitigate price volatility, we monitor price fluctuations and may adjust our prices accordingly, however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate. 31 Table of Contents Index to Financial Statements
In order to mitigate price volatility, we monitor price fluctuations and may adjust our prices accordingly, however, our ability to recover higher costs through increased pricing may be limited by the competitive environment in which we operate. 30 Table of Contents Index to Financial Statements
An increase or decrease of 1.0% in the effective interest rate would cause an increase or decrease to interest expense of approximately $11,500 over a twelve month period on our outstanding debt without considering the impact of hedging.
An increase or decrease of 1.0% in the effective interest rate would cause an increase or decrease to interest expense of approximately $13,000 over a twelve month period on our outstanding debt without considering the impact of hedging.
We place cash and temporary investments with various high-quality financial institutions. Although we do not obtain collateral or other security to secure these obligations, we periodically monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds.
Although we do not obtain collateral or other security to secure these obligations, we periodically monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds.

Other LUCK 10-K year-over-year comparisons