FORM  10-Q

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

FOR THE QUARTERLY PERIOD ENDED:March27OCTOBER 2, 2016

 

COMMISSION FILE NUMBER:001-7829001-7829

 

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

 

MARYLAND

MARYLAND 

54-0646173

(State of Incorporation)

(I.R.S.Employer Identification No) 

No.)

 

6446 Edsall Road, Alexandria, Virginia  22312

(Address of principal executive offices)(Zip Code)

 

(703) 941-6300

(Registrant's telephone number including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YesX No __

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer __ Accelerated Filer __ Non-Accelerated Filer __ Smaller Reporting Company X

 Accelerated Filer __

 Non-Accelerated Filer __

 Smaller Reporting Company X

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)

    Yes __    NoX

 

Indicate the number of shares outstanding of each of the issuer's

classes of common stock, as of the latest practicable date:

 

  

Shares Outstanding at

  

May 7,November 11, 2016

Class A Common Stock,

  

$.10 par value

3,746,454

  

  

Class B Common Stock,

  

$.10 par value

1,414,517

 

 
 

 

  

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 BOWL AMERICA INCORPORATED AND SUBSIDIARIES

  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

  (Unaudited)

                                    

 

Thirteen Weeks Ended

 
 

Thirteen Weeks Ended

  

Thirty-nine Weeks Ended

  

October 2,

  

September 27,

 
 

March 27,

2016

  

March 29,

2015

  

March 27,

2016

  

March 29,

2015

  

2016

  

2015

 

Operating Revenues:

                        

Bowling and other

 $5,236,678  $5,307,071  $12,876,763  $12,811,824  $3,577,379  $3,474,033 

Food, beverage and merchandise sales

  2,184,589   2,209,356   5,470,696   5,303,985   1,486,957   1,446,130 

Total Operating Revenues

  7,421,267   7,516,427   18,347,459   18,115,809 

Total Operating Revenue

  5,064,336   4,920,163 
                        

Operating Expenses:

                        

Employee compensation and benefits

  2,764,045   2,844,728   8,247,146   8,340,211   2,681,333   2,746,545 

Cost of bowling and other services

  1,558,273   1,658,483   4,516,368   4,665,237   1,469,370   1,510,612 

Cost of food, beverage and merchandise sales

  607,830   612,349   1,640,210   1,600,975   482,275   469,342 

Depreciation and amortization

  334,572   330,813   1,009,354   987,018   292,694   336,187 

General and administrative

  300,079   234,963   763,448   687,389   230,776   231,781 

Total Operating Expenses

  5,564,799   5,681,336   16,176,526   16,280,830   5,156,448   5,294,467 
                        

Operating Income

  1,856,468   1,835,091   2,170,933   1,834,979 

Operating Loss

  (92,112

)

  (374,304

)

Interest, dividend and other income

  99,620   117,600   340,280   374,898   93,714   146,528 

Interest expense

  2,722   - 

Loss before provision for income tax benefit

  (1,120

)

  (227,776

)

Provision for income tax benefit

  (400

)

  (79,700

)

                        

Earnings before provision for income taxes

  1,956,088   1,952,691   2,511,213   2,209,877 

Provision for income taxes

  684,600   683,400   878,900   773,400 

Net loss

 $(720

)

 $(148,076

)

                        

Net Earnings

 $1,271,488  $1,269,291  $1,632,313  $1,436,477 
                

Earnings per share-basic & diluted

 $.25  $.25  $.32  $.28 
                

NET EARNINGS PER SHARE

 $.25  $.25  $.32  $.28 

Net loss per share-basic & diluted

  (.00

)

  (.03

)

                        

Weighted average shares outstanding

  5,160,971   5,160,971   5,160,971   5,160,971   5,160,971   5,160,971 
                        

Dividends paid

 $877,365  $877,365  $2,632,095  $2,632,095  $877,365  $877,365 
                        

Per share, dividends paid, Class A

 $.17  $.17  $.51  $.51  $.17  $.17 
                        

Per share, dividends paid, Class B

 $.17  $.17  $.51  $.51  $.17  $.17 

 

The operating results for the thirteen (13) and thirty-nine (39) week periodsperiod ended March 27,October 2, 2016 are not necessarily indicative of results to be expected for the year.  

See notes to condensed consolidated financial statements.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (CONTINUED)

(Unaudited)

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

 

  

Thirteen Weeks Ended

  

Thirty-nine Weeks Ended

 
  

March 27,

2016

  

March 29,

2015

  

March 27,

2016

  

March 29,

2015

 
                 

Net Earnings

 $1,271,488  $1,269,291  $1,632,313  $1,436,477 

Other comprehensive earnings- net of tax

                

Unrealized gain (loss) on available- for-sale securities net of tax (benefit) of $223,370 and ($41,494) for 13 weeks, and $132,025 and ($141,790) for 39 weeks

  362,900   (67,414

)

  214,494   (230,362

)

Reclassification adjustment for gain included in Net Income, net of tax of $9,258  -   -   (15,041

)

  - 

Comprehensive earnings

 $1,634,388  $1,201,877  $1,831,766  $1,206,115 
                 
  

Thirteen Weeks Ended

 
  

October 2,

  

September 27,

 
  

2016

  

2015

 
         

Net Loss

 $(720

)

 $(148,076

)

Other comprehensive earnings-net of tax

        

Unrealized loss on available-for-sale securities netof tax benefit of $116,046 and $180,812

  (187,618

)

  (293,762

)

         

Reclassification adjustment for loss (gain) included in net loss, net of tax (benefit) of ($2,227) and $9,258

  3,619   (15,041

)

         

Comprehensive Loss

 $(184,719

)

 $(456,879

)


 

The operating results for the thirteen (13) and thirty-nine (39) week periodsperiod ended March 27,October 2, 2016 are not necessarily indicative of results to be expected for the year.

 

See notes to condensed consolidated financial statements.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

As of

 
 

As of

  

October 2,

  

July 3,

 
 

March 27,

2016

  

June 28,

2015

  

2016

  

2016

 

ASSETS

ASSETS

 

ASSETS

 

CURRENT ASSETS:

                

Cash and cash equivalents

 $4,031,670  $778,367  $571,487  $986,193 

Short-term investments

  133,795   133,729   485,452   484,558 

Inventories

  485,559   552,889   591,287   561,217 

Prepaid expenses and other

  318,284   488,212   426,559   664,379 

Income taxes refundable

  -   51,309   187,060   - 

TOTAL CURRENT ASSETS

  4,969,308   2,004,506   2,261,845   2,696,347 
        

LAND, BUILDINGS & EQUIPMENT

        

Net of accumulated depreciation of $41,160,341 and $40,237,794

  19,642,686   20,417,454 

LAND, BUILDINGS & EQUIPMENT, net ofaccumulated depreciation of $41,268,477 and $40,987,543

  19,336,340   19,523,856 

OTHER ASSETS:

                

Marketable securities

  8,267,702   8,866,392 

Marketable investment securities

  8,540,728   8,824,456 

Cash surrender value-life insurance

  707,592   707,592   740,161   740,161 

Other

  66,465   66,465   66,315   66,315 

TOTAL OTHER ASSETS

  9,041,759   9,640,449   9,347,204   9,630,932 

TOTAL ASSETS

 $33,653,753  $32,062,409  $30,945,389  $31,851,135 
                

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

                

Accounts payable

 $869,687  $709,453  $439,729  $660,711 

Accrued expenses

  817,970   1,001,754   773,467   1,193,463 

Dividends payable

  877,365   877,365   877,365   877,365 

Income taxes payable

  -   207,840 

Short-term note payable

  500,000   - 

Other current liabilities

  2,386,724   290,833   940,073   325,982 

Income taxes payable

  196,565   - 

Current deferred income taxes

  9,113   9,113   27,850   27,850 

TOTAL CURRENT LIABILITIES

  5,157,424   2,888,518   3,558,484   3,293,211 

LONG-TERM DEFERRED COMPENSATION

  28,897   28,897   23,620   23,620 

NONCURRENT DEFERRED INCOME TAXES

  2,293,682   2,170,915   2,273,354   2,384,962 

TOTAL LIABILITIES

  7,480,003   5,088,330   5,855,458   5,701,793 
                

COMMITMENTS AND CONTINGENCIES (Note 3)

        

COMMITMENTS AND CONTINGENCIES

        
                

STOCKHOLDERS' EQUITY

                
Preferred stock, par value $10 a share:Authorized and unissued,2,000,000 shares  -   - 

Common stock, par value $.10 a share:Authorized, 10,000,000 shares

        

Preferred stock, par value $10 a share:

        

Authorized and unissued,2,000,000 shares

  -   - 

Common stock, par value $.10 a share:

        

Authorized, 10,000,000 shares

        

Class A issued and outstanding 3,746,454

  374,645   374,645   374,645   374,645 

Class B issued and outstanding 1,414,517

  141,452   141,452   141,452   141,452 

Additional paid-in capital

  7,854,108   7,854,108   7,854,108   7,854,108 

Accumulated other comprehensive earnings-

                

Unrealized gain on available-for-sale

                

securities, net of tax

  2,652,341   2,452,888   2,805,261   2,986,587 

Retained earnings

  15,151,204   16,150,986   13,914,465   14,792,550 

TOTAL STOCKHOLDERS'EQUITY

  26,173,750   26,974,079   25,089,931   26,149,342 
                

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $33,653,753  $32,062,409 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $30,945,389  $31,851,135 

 

See notes to condensed consolidated financial statements.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

 

 

Thirteen Weeks Ended

 
 

October 2,

  

September 27,

 
 

March 27,

2016

  

March 29,

2015

  

2016

  

2015

 

Cash Flows From Operating Activities

                

Net earnings

 $1,632,313  $1,436,477 

Adjustments to reconcile net earnings to net cash provided by operating activities

        

Net loss

 $(720

)

 $(148,076

)

Adjustments to reconcile net lossto net cash provided byoperating activities:

        

Depreciation and amortization

  1,009,354   987,018   292,694   336,187 

Loss on involuntary cancellation of available-for-sale securities

  5,845   - 

Gain on sale of available-for-sale securities

  (24,299

)

  -   -   (24,299

)

Changes in assets and liabilities

                

Decrease in inventories

  67,330   25,876 

Increase in inventories

  (30,070

)

  (62,507

)

Decrease in prepaid & other

  169,928   331,909   237,820   298,485 

Decrease in income taxes refundable

  51,309   298,577 

Increase in other long-term assets

  -   (1,300

)

Increase (decrease) in accounts payable

  160,234   (83,474

)

Increase in income taxes refundable

  (187,060

)

  (26,000

)

Increase in deferred tax asset

  -   (79,700

)

Decrease in accounts payable

  (220,982

)

  (258,733

)

Decrease in accrued expenses

  (183,784

)

  (274,603

)

  (419,996

)

  (158,099

)

Increase in income taxes payable

  196,565   - 

Decrease in income taxes payable

  (207,840

)

  - 

Increase in other current liabilities

  2,095,891   2,066,827   614,091   614,504 
        

Net cash provided by operating activities

  5,174,841   4,787,307   83,782   491,762 
                

Cash Flows From Investing Activities

                

Expenditures for land, building and equipment

  (234,586

)

  (549,747

)

  (105,178

)

  (19,381

)

Net sales & maturities (purchases) of short-term investments

  (66

)

  1,319,636 

Net (purchases) sales & maturities of short-term investments

  (894

)

  (12

)

Proceeds from sale of available-for-sale securities

  1,000,000   -   -   1,000,000 

Purchases of marketable securities

  (54,791

)

  (91,782

)

        

Net cash provided by investing activities

  710,557   678,107 

Net purchases of marketable securities

  (15,051

)

  (18,578

)

Net cash (used in) provided by investing activities

  (121,123

)

  962,029 
                

Cash Flows From Financing Activities

                

Proceeds from note payable

  500,000   - 

Payment of cash dividends

  (2,632,095

)

  (2,632,095

)

  (877,365

)

  (877,365

)

        

Net cash used in financing activities

  (2,632,095

)

  (2,632,095

)

  (377,365

)

  (877,365

)

                

Netincreasein Cash and Equivalents

  3,253,303   2,833,319 

NetChangein Cash and Equivalents

  (414,706

)

  576,426 
                

Cash and Equivalents, Beginning of period

  778,367   842,114 

Cash andCashEquivalents, Beginning of period

  986,193   778,367 
                

Cash and Equivalents, End of period

 $4,031,670  $3,675,433 

Cash andCashEquivalents, End of period

 $571,487  $1,354,793 
                
                

Supplemental Disclosures of Cash Flow Information

                

Cash Paid During the Period for:

                

Interest

  2,722   - 

Income taxes

 $606,026  $474,822  $394,500  $26,000 

 

See notes to condensed consolidated financial information.statements.

 

 

  

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Thirteen and Thirty-nine Weeks Ended

March 27,October 2, 2016

(Unaudited)

 

1.  Basis for Presentation

 

The accompanying unaudited condensed consolidated financial statements of Bowl America Incorporated and subsidiaries (the "Company"), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  The condensed consolidated balance sheet as of June 28, 2015July 3, 2016 has been derived from the Company's audited financial statements.  Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended June 28, 2015.July 3, 2016.

 

2.  Investments

 

     The Company’s investments are categorized as available-for-sale. Short-term investments consist of certificates of deposits with maturities of generally three months to one year. Equity securities consist primarily of telecommunications stocks. Mutual funds consist of federal agency mortgage backed securities (Ginnie Mae). The fair value of the Company’s investments at March 27,October 2, 2016 and June 28, 2015July 3, 2016 were as follows:

 

March 27, 2016Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

 

Short-term investments

 $133,795  $133,795  $- 

Equity securities

 $5,495,517  $1,285,759  $4,209,758 

Mutual funds

 $2,772,185  $2,697,081  $75,104 

June28, 2015Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

 

Short-term investments

 $133,729  $133,729  $- 

Equity securities

 $5,190,387  $1,285,759  $3,904,628 

Mutual funds

 $3,676,005  $3,617,991  $58,014 

October2, 2016

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

 

Short-term investments

 $485,452  $485,452  $- 

Equity securities

 $5,703,049  $1,279,914  $4,423,135 

Mutual funds

 $2,837,679  $2,728,910  $108,769 

July3, 2016

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

 

Short-term investments

 $484,558  $484,558  $- 

Equity securities

 $6,001,841  $1,285,759  $4,716,082 

Mutual funds

 $2,822,615  $2,713,860  $108,755 

 

 

 

The fair values of the Company’s investments were determined as follows:

 

March 27, 2016Description

 

Quoted

Price for Identical Assets

(Level 1)

  

Significant Other Observable Inputs

(Level 2)

  

Significant Unobservable Inputs

(Level 3)

 

October 2, 2016

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
                        

Certificates of deposits

 $-  $133,795  $-  $-  $485,452  $- 

Equity securities

  5,495,517   -   -   5,703,049   -   - 

Mutual funds

  2,772,185   -   -   2,837,679   -   - 
                        

Total

 $8,267,702  $133,795  $-  $8,540,728  $485,452  $- 

June 28, 2015Description

 

Quoted

Price for Identical Assets

(Level 1)

  

Significant Other Observable Inputs

(Level 2)

  

Significant Unobservable Inputs

(Level 3)

 
            

Certificates of deposits

 $-  $133,729  $- 

Equity securities

  5,190,387   -   - 

Mutual funds

  3,676,005   -   - 
            

Total

 $8,866,392  $133,729  $- 

July 3, 2016

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
             

Certificates of deposits

 $-  $484,558  $- 

Equity securities

  6,001,841   -   - 

Mutual funds

  2,822,615   -   - 
             

Total

 $8,824,456  $484,558  $- 

 

The common stocks included in the equity securities portfolio as of March 27, 2016 were:includes the following stocks:

 

AT&Tshares

82,112

Manulifeshares

2,520

DexMediaCSAL shares

412815

NCRshares

774

Teradatashares

774

Vodafoneshares

6,471

CenturyLinkshares

4,398

Frontier Communications shares

4,508

Sprintshares

40,000

Verizonshares

31,904

Windstreamshares

679
CSAL shares815

     On August 1, 2016, Dex Media, a spin off from Verizon, completed a financial restructure. Previous shares of Dex Media’s common stock were cancelled with no distribution to shareholders resulting in a loss of $5,845 on the Company’s holdings.

 

     The Mutual fund included in the table above is Vanguard GNMA Admiral Shares #536 fund. The fair value of certificates of deposits is estimated using present value techniques and comparing the values derived from those techniques to certificates with similar values.

 

2. Note Payable

     In August 2016 the Company obtained a $500,000 short-term loan that matures in February 2017. The loan bears interest at the one month LIBOR rate plus 2.5% with interest only payable monthly. A portion of the loan is collateralized by certificates of deposits.

3.  Commitments and Contingencies

 

The Company’s purchase commitments at March 27,October 2, 2016, are for materials, supplies, services and equipment as part of the normal course of business.

 

4.  Employee benefit plans

 

The Company has two defined contribution plans with Company contributions determined by the Board of Directors.  The Company has no defined benefit plan or other postretirement plan.

 


5. New Accounting Standards

 

     In January 2016, the Financial Accounting Standards Board (FASB) issued guidance on equity securities that requires entities to recognize changes in unrealized gains and losses on equity securities in income in the current period unless the entity is recording the related investment under the equity method or consolidating the related entity. This amendment is effective forthefor the Company’s fiscal year ending June 2019 with earlier adoption permitted. Management is currently assessing the impact of this standard on the Company’s financial statements.


 

     In February 2016, the FASB issued guidance on leases which requires entities to recognize right-of-use assets and lease liabilities on the balance sheet for the rights and obligations created by all leases, including operating leases, with terms of more than 12 months. The new guidance also requires additional disclosures on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information.This amendment is effective for the Company’s fiscal year ending June 2020 with early adoption permitted. We are in the process of evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures

 

There were no new accounting pronouncements during the quarter ended October 2, 2016, that would impact theCompany.

6. Subsequent Events

 

    The Company has evaluated subsequent events through the time of filing these financial statements with the Securities and Exchange Commission on May 10,November 15, 2016, and has determined that no material subsequent events have occurred.

 

7.  Reclassifications

 

Certain previous year amounts have been reclassified to conform with current year presentation.

 

 

  

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business, our sales and the industry in which we operate and our management’s beliefs and assumptions. These statements are not guarantees of future performance or development and involve risks, uncertainties and other factors that are in some cases beyond our control. The forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof. We are under no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company views a strong financial position as a major benefit to shareholders and emphasizes payment of dividends as partaspart of its financial plan.  A portion of earnings has consistently been invested to create a reserve to protect the Company in downturns in business, to capitalize on opportunities for expansion and modernization, and to provide a secure source of income.income and to provide a predictable return to its owners.  For these reasons, the Company prefers a conservative approach to investing rather than taking greater risk for possible rapid growth.  The Company balances market volatility by using both fixed income and equity investments in managing its reserve funds. Any equity security is subject to price fluctuation, however, the stocks held by the Company have relatively low volatility. The Company has long been invested in a Government National Mortgage Association (“Ginnie Mae”) fund and domestically domiciled stocks with the perceived potential of appreciation, primarily telecommunications stocks. The Company considers that this diversity also provides a measure of safety of principal.

 

With the exception of 13,120 shares of Verizon, the common stocks in our portfolio have come from spin-offs, mergers and acquisitions of AT&T and United Telecommunications (now Sprint) purchased in 1979 and 1984 and from one insurance company acquired at no cost when thatthe company demutualized. The Company purchased a total of 10,000 shares of Verizon during previous periods at a cost of approximately $430,000 and 3,120 shares of Verizon were received as a special dividend from Vodafone. NotWhile not all stocks in the portfolio are domestic American companies any longer. Sincelonger, since the original purchases at an approximate cost of $630,000, we have received approximately $967,000 from mergers and sales and over $4,151,000$4,400,000 in dividends, the majority of which receive favorablewere tax treatmentfavored in the form of a dividends received deductionexclusion from federal taxable income. The dividends received deductionexclusion continues into this fiscal year. These equitymarketable securities are carried at their fair value on the last day of each reporting period. The fair value of the securities on March 27,October 2, 2016 was approximately $5,496,000.$5.7 million. The value of securities held at July 3, 2016 was approximately $6 million. Short-term investments consisting mainly of Certificates of Deposits, cash and cash equivalents totaled $1,057,000 at October 2, 2016 compared to $1,471,000 at July 3, 2016.

 

The Company’s original investment in the Vanguard GNMA bond fund began in 1988 with purchases of shares in the fund totaling approximately $1,400,000. In August 2015, $1,000,000 of this fund was redeemed to meet the August 2015 dividend payment. The fund is carried at fair value on the last day of the reporting period. At March 27,October 2, 2016, the fair value was approximately $2,772,000.

Short-term investments consisting mainly$2,838,000. In August 2015 $1,000,000 of Certificates of Deposits, and cash and cash equivalents totaled $4,165,000 atthis fund was redeemed to meet the end of the fiscal third quarter of 2016 compared to $912,000 at June 28, 2015.August 2015 dividend payment.

 

The Company’s position in all the above investments is a source of capital for possible expansion. Potential volatility in the trading prices of the marketable securities held by the Company could impact the Company’s opportunities for expansion. The Board of Directors reviews the portfolio weekly and any use of this reserve at its quarterly meetings.

 

In August 2016 the nine-monthCompany obtained a $500,000 short-term loan to meet the August 2016 dividend obligation. The loan, collateralized by certificates of deposits, is due in February 2017. Interest is due and paid monthly and is based on the one-month LIBOR rate plus 2.5%.

During the three-month period ended March 27,October 2, 2016, the Company expended approximately $235,000$105,000 for the purchase of building, entertainment and restaurant equipment.  TheExcept as noted above, the Company has no long-term debt and has made no application forcurrent plans to obtain additional third party funding as cash and cash flows are sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.

 

The first quarter decreases in the categories of Prepaid expenses and other and of Accounts Payable were attributable primarily to the timing of the payments including compensation, insurance and taxes and for contributions to benefit plans.

 

 

Current liabilities generally increase during the first three quarters of the fiscal year as bowling leagues deposit prize fund monies with the Company throughout the league season. These funds are returned to the leagues at the end of the bowling season, generally in the fourth quarter. At March 27,October 2, 2016, league deposits of approximately $2,065,000$766,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the thirty ninethirteen weeks ended March 27,October 2, 2016 was $5,175,000$84,000 which, along with cash on hand, and redemptiona note in the amount of a portion of the Vanguard GNMA fund, mentioned above,$500,000 was sufficient to meet day-to-day cash needs and pay dividends. Cash dividends of approximately $877,000, or $.17 per share, were paid to shareholders during the quarterthree-month period ended March 27, 2016, and the nine months total was approximately $2,632,000 or $.51 per share.October 2, 2016.  In MarchSeptember 2016, the Company declared a regular quarterly dividend of $.17 per share, payable May 11, 2016 to shareholders of record on April 19,November 16, 2016.  The economic climate is part of the consideration at the Directors’ quarterly reviews of future estimates of cash flows. The Board of Directors decides the amount and timing of any dividend at its quarterly meeting based on its appraisal of the state and trends of the business and estimate of future opportunities at such time.

 

OVERVIEWOverview

 

The Company is in the entertainment business which, by its nature, has ups and downs based on consumer tastes and whims.preferences.  Generally, promotional and open play bowling which depends on the public’s discretionary budget dollars andtheirand their choices, accounts for more than half of our business. An unstable economy can lead many to participate inentertainmentin entertainment that is close to home and relatively inexpensive.  Bowling has those advantages.  However if the longer theeconomy remains unstable, theeconomy remainsunstable, people are less willing people are to spend on other than necessities.  Weather is also a factor,especially for casual bowlers.  While extreme heat or rainy weather promptsprompt people to look for indoor activities, snowstormsheavy snow storms can keep customers from reaching the centers. The “Blizzard of 2016” occurred on the weekend of January 22-24,2016 causing the closure of all of our northern market locations for up to 3 days. Weekends tend to be heaviest foropen play while the majority of league play occurs on weekdays. Postponed league games are made up later in the season, but lost open play income isnever recovered.  The Company operates primarily in the Washington, DC area where its business is never recovered.  Current economic conditions continuevulnerable to create challenging times but ourresponse will be helped by havingsequestration or other downsizing of the resources to be able to promote the sport. federal government.

 

RESULTS OF OPERATIONS

 

Earnings were $1,271,488 or $.25 per shareThe following table sets forth the items in our consolidated summary of operations for the fiscal quarters ended October 2, 2016 and September 27, 2015, and the dollar and percentage changes therein.

  

Thirteen weeks ended

 
  

October 2, 2016 and September 27, 2015

 
  

Dollars in thousands

 
  

2016

  

2015

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $3,577  $3,474  $103   3.0 

Food, beverage and merchandise sales

  1,487   1,446   41   2.8 
   5,064   4,920   144   2.9 

Operating Expenses:

                

Employee Compensation and benefits

  2,681   2,746   (65

)

  (2.4

)

Cost of bowling and other services

  1,469   1,511   (42

)

  (2.8

)

Cost of food, beverage and merchandise sales

  482   469   13   2.8 

Depreciation and amortization

  293   336   (43

)

  (12.8

)

General and administrative

  231   232   (1  (0.4
   5,156   5,294   (138

)

  (2.6

)

                 

Operating loss

  (92

)

  (374

)

  282   75.4 
                 

Interest, dividend and other income

  94   146   (52

)

  (35.6

)

Interest expense

  3   -   3   100.0 

Loss before tax benefit

  (1

)

  (228

)

  227   99.6 

Income tax benefit

  -   (80

)

  80   100.0 
                 

Net loss

 $(1

)

 $(148

)

 $147   99.3 


For the thirteen week period and $1,632,313ended October 2, 2016 there was a loss of $720 or $.32$.00 per share forshare. For the thirty-ninethirteen week period ended MarchSeptember 27, 2016. For the thirteen-week and thirty-nine week periods ended March 29, 2015 earningsthere was a loss of $148,076 or $.03 per share. Eighteen locations were $1,269,291 or $.25 per share and $1,436,477 or $.28 per share, respectively.   Bothin operation in both the current and prior fiscal years were impacted by snow storms causing postponements of leagueyear quarters. The bowling business is seasonal and loss of open play revenue. Management believes that the publicfirst quarter which includes summer months is more cautious in discretionary spending during times of economic concern.typically the slowest. The operating results for the fiscal 2016 periods2017 period included in this report are not necessarily indicative of results to be expected for the year.

 


The following tables set forth the items in our consolidated summary of operations for the fiscal quarter and year-to-date periods ended March 27, 2016, and March 29, 2015, and the dollar and percentage changes therein.

  

Thirteen weeks ended

March 27, 2016 and March 29, 2015

Dollars in thousands

 
  

2016

  

2015

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $5,237  $5,307  $(70

)

  (1.3

)

Food, beverage and merchandise sales

  2,185   2,209   (24

)

  (1.1

)

Total Operating Revenues

  7,422   7,516   (94

)

  (1.3

)

Operating Expenses:

                

Employee compensation and benefits

  2,764   2,845   (81

)

  (2.9

)

Cost of bowling and other services

  1,559   1,658   (99

)

  (6.0

)

Cost of food, beverage and merchandise sales

  607   612   (5

)

  (0.8

)

Depreciation and amortization

  334   331   3   0.9 

General and administrative

  301   235   66   21.9 

Total Operating Expenses

  5,565   5,681   (116

)

  (2.0

)

                 

Operating income

  1,857   1,835   22   1.2 

Interest, dividend and other income

  99   118   (19

)

  (16.1

)

Earnings before taxes

  1,956   1,953   3   0.2 

Income taxes

  685   684   1   0.2 

Net Earnings

 $1,271  $1,269  $2   0.2 

  

Thirty-nine weeks ended

March 27, 2016 and March 29, 2015

Dollars in thousands

 
  

2016

  

2015

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $12,877  $12,812  $65   .5 

Food, beverage and merchandise sales

  5,471   5,304   167   3.2 

Total Operating Revenues

  18,348   18,116   232   1.3 

Operating Expenses:

                

Employee compensation and benefits

  8,247   8,340   (93

)

  (1.1

)

Cost of bowling and other services

  4,517   4,665   (148

)

  (3.2

)

Cost of food, beverage and merchandise sales

  1,640   1,601   39   2.4 

Depreciation and amortization

  1,009   987   22   2.2 

General and administrative

  764   688   76   11.0 

Total Operating Expenses

  16,177   16,281   (104

)

  (0.6

)

                 

Operating income

  2,171   1,835   336   18.3 

Interest, dividend and other income

  340   375   (35

)

  (9.3

)

Earnings before taxes

  2,511   2,210   301   13.6 

Income taxes

  879   774   105   13.6 

Net Earnings

 $1,632  $1,436  $196   13.6 


Operating Revenues

 

Total operating revenues decreased $94,000increased 2.9% or $144,000 to $7,422,000$5,064,000 in the quarterthirteen-week period ended March 27,October 2, 2016, compared to an increase of $209,0006.3% or $291,000 to $7,516,000$4,920,000 in the three-month period ended March 29,September 27, 2015.  For the current fiscal nine-month period operating revenues were up $232,000 versus an increase of $92,000 in the comparable nine-month period a year ago.  Bowling and other revenue declined $70,000increased $103,000 or 3% in the current year fiscal quarter and increased $65,000compared to an increase of $173,000 or 5% in the year-to-date period ended March 27, 2016,comparable prior year quarter. Food, beverage and wasmerchandise sales were up $139,000 and $32,000, respectively,$41,000 or 2.8% in the current year quarter due to increased traffic, compared to an increase of $118,000 or 8.9% in the prior year comparable periods. Management believes the winter weather in eachquarter.  Cost of the quarters ended in March 2016 and 2015 negatively impacted open play revenue. In addition, some league play scheduled for the third quarter will occur in the fourth quarter.

Food, beverage and merchandise sales decreased $24,000 or 1%increased $13,000 in the current year quarter and were up $167,000 or 3% in the nine-month period. Cost of sales was down 1% in the current year quarter and up 2% for the nine monththree-month period ended March 27, 2016.due to higher sales.

 

Operating Expenses

 

Operating expenses were down $116,000$138,000 or 2% and down $104,000 or 1%2.6% to $5,156,000 in the current three and nine-month periods, respectively,three-month period ended October 2, 2016 compared to an increase of $26,000 or less than 1% and a decrease of $236,000$34,000 or 1% to $5,294,000 in the three and nine month periods, respectively, last year.prior year quarter ended September 27, 2015.  Employee compensation and benefits were down $81,000$65,000 or 3% for the current fiscal year three month period2% and down $93,000$7,000 or less than 1% in the nine month period versus no changefiscal first quarters of 2017 and 2016, respectively. The Company continued to make scheduling adjustments resulting in a decline of $87,000 or 1%decrease in compensation.  In addition, state unemployment tax rates decreased from the prior year. In the current year comparable periods, respectively. Groupgroup health insurance costs were down $41,000 or 12% in the current nine month period as a result oflower due to changes in plan offerings with lower premiums.   Included in this category of expense are contributions to our two benefit plans, both of which are defined contribution plans. There is no additional obligation beyond the current year contribution.

 

Cost of bowling and other services was down $148,000decreased $42,000 or 3% in the quarter ended October 2, 2016 versus a decrease of $128,000$18,000 or 3%1% in the nine-month periodscomparable quarter ended MarchSeptember 27, 2016 and March 29, 2015, respectively. In the current thirty-nine weeks ended March 27, 2016, maintenance2015. Maintenance and repair costs were up $11,000$22,000 or 2%.10% and $2,000 or 1% in the current year and prior year quarters, respectively. The current year period included roof repairs and plumbing repairs at several locations. The prior fiscal year period included air conditioning repairs at several locations. Advertising costs decreased $6,000 or 7% in the quarter ended October 2, 2016.  Utility costs were up $3,000 or 1% in the in both the current and prior year nine month periods included snow removal costs of $120,000 and $80,000, respectively. Advertising costs during the current year thirty-nine week period ended March 27, 2016 were down $18,000. For the nine month period ended March 27, 2016 utility costs were down $51,000 due to lower electric and gas expense as winter temperatures were milder than the prior year comparable period.periods. Supplies and services expenses were down $20,000 or 10% and were up slightly$15,000 or 8% in the current year nine month periodthirteen-week periods ended October 2, 2016 and were flat in the nine month period ended March 29, 2015.

Insurance expense excluding health insurance decreased 9% in the current year-to-date periodSeptember 27, 2015, respectively, partially due to lower premiums compared to a decreasetiming of 1% in the prior year nine month period.bulk purchases.

 

Depreciation and amortization expense was up 2%down 13% in the nine monththree-month period ended March 27,October 2, 2016 down 6%as a large group of assets reached full depreciation.

As stated above, the first quarter of the fiscal year is seasonally the slowest and the quarter ended October 2, 2016 resulted in an operating loss of $720 compared to an operating loss of $148,000 in the prior year comparable period.

 

As a result of the above, the current nine-month period of fiscal 2016 showed operating income of $2,171,000 compared to $1,835,000 in the prior year comparable nine-month period.

 

Interest, Dividend and Dividend OtherIncome

 

Interest, dividend and dividendother income decreased $35,000 or 9%declined in the fiscalthree month period ended October 2, 2016 nine-month period. The prior year comparable period included greater longprimarily due to the timing of receipts for ancillary income and short term gain on the Ginnie Mae portfolio.end of some parking lot rental agreements.


 

CRITICAL ACCOUNTING POLICIES

 

Management has identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in the Company’s balance sheet under the captions of Short-term investments and Marketable securities.  The Company exercises judgment in determining the classification of its investment securities as available-for-saleasavailable-for-sale and in determining their fair value.  The Company records these investments at their fair value with the unrealized gain or loss recorded in accumulated other comprehensive earnings, a component of stockholders’ equity, net of deferred taxes.  Additionally, from time to time the Company must assess whether write-downs are necessary for other than temporary declines in value.

 


Management has identified accounting for the impairment of long-lived assets as a critical accounting policy due to the significance of the amounts included in the Company’s balance sheet under the caption of Land, Buildings and

Equipment.  The Company reviews long-lived assets whenever events or changes indicate that the carrying amount of an asset may not be recoverable.  In making such evaluations, the Company compares the expected future cash flows to the carrying amount of the assets.  An impairment loss equal to the difference between the assets’ fair value and carrying value is recognized when the estimated future cash flows are less than the carrying amount.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective based on their evaluation of such controls and procedures as of March 27,October 2, 2016. There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended March 27,October 2, 2016, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

S.E.C. FORM 10-Q

 

PART II - OTHER INFORMATION

 

Item 6.  Exhibits.

 

20

Press release issued May 10,November 15, 2016 (furnished herewith)

  

  

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith

  

  

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith

  

  

32

Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350 filed herewith

  

101

Interactive data files for the thirteen and thirty-nine weeks ended March 27,October 2, 2016 in eXtensible Business

Reporting Language

 


 

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  

Bowl America Incorporated

  

(Registrant)

  

  

Date: May 10,November 15, 2016

By:

/s/ By: /s/ Leslie H Goldberg

  

Leslie H. Goldberg, President

  

  

  

  

  

  

Date: May 10,November 15, 2016

By:

By:  /s/ Cheryl AA. Dragoo

  

Cheryl A. Dragoo, CFO 

Controller

 

 

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