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:OCTOBER 21,, 2016 2017

 

COMMISSION FILE NUMBER:001-7829

 

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

 

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:registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecuritiesthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequiredwas required 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(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).

YesYesX No __

 

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

 

Large Accelerated Filer __ Accelerated Filer __

Non-Accelerated Filer __ Smaller Reporting Company X Emerging Growth Company __

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. __

 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

  

November 11, 201610, 2017

Class A Common Stock,

  

$.10 par value

3,746,4543,746,454

  

  

Class B Common Stock,

  

$.10 par value

1,414,5171,414,517

 

 

 

 

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

 
 

October 2,

  

September 27,

  

October 1,

  

October 2,

 
 

2016

  

2015

  

2017

  

2016

 

Operating Revenues:

                

Bowling and other

 $3,577,379  $3,474,033  $3,748,270  $3,577,379 

Food, beverage and merchandise sales

  1,486,957   1,446,130   1,515,483   1,486,957 

Total Operating Revenue

  5,064,336   4,920,163   5,263,753   5,064,336 
                

Operating Expenses:

                

Employee compensation and benefits

  2,681,333   2,746,545   2,683,871   2,681,333 

Cost of bowling and other services

  1,469,370   1,510,612   1,467,908   1,469,370 

Cost of food, beverage and merchandise sales

  482,275   469,342   472,887   482,275 

Depreciation and amortization

  292,694   336,187   236,084   292,694 

General and administrative

  230,776   231,781   206,628   230,776 

Total Operating Expenses

  5,156,448   5,294,467   5,067,378   5,156,448 
                

Operating Loss

  (92,112

)

  (374,304

)

Operating Income (loss)

  196,375   (92,112

)

Interest, dividend and other income

  93,714   146,528   104,017   93,714 

Interest expense

  2,722   -   -   2,722 

Loss before provision for income tax benefit

  (1,120

)

  (227,776

)

Provision for income tax benefit

  (400

)

  (79,700

)

Earnings (loss) before provision for income tax

  300,392   (1,120

)

Provision for income tax (benefit)

  105,200   (400

)

                

Net loss

 $(720

)

 $(148,076

)

Net Income (loss)

 $195,192  $(720

)

                

Net loss per share-basic & diluted

  (.00

)

  (.03

)

Net Earnings (loss) per share-basic & diluted

  .04   (.00

)

                

Weighted average shares outstanding

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

Dividends paid

 $877,365  $877,365  $877,365  $877,365 
                

Per share, dividends paid, Class A

 $.17  $.17  $.17  $.17 
                

Per share, dividends paid, Class B

 $.17  $.17  $.17  $.17 

 

The operating results for the thirteen (13) week period ended October 2, 20161, 2017 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

 
  

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

)

  

Thirteen Weeks Ended

 
  

October 1,

  

October 2,

 
  

2017

  

2016

 
         

Net Earnings (loss)

 $195,192  $(720

)

Other comprehensive earnings-net of tax

        

Unrealized gain (loss) on available-for-sale securities net of tax (benefit) of $90,594 and ($116,046)

  147,185   (187,618

)

         

Reclassification adjustment for(gain) loss included in net gain (loss), net of tax (benefit) of $2,167 and ($2,227)

  (3,520

)

  3,619 
         

Comprehensive Earnings (loss)

 $338,857  $(184,719

)


 

The operating results for the thirteen (13) week period ended October 2, 20161, 2017 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

 
  

October 1,

  

July 2,

 
  

2017

  

2017

 

ASSETS

 

CURRENT ASSETS:

        

Cash and cash equivalents

 $814,258  $604,671 

Short-term investments

  1,971,764   2,951,315 

Inventories

  564,214   534,741 

Prepaid expenses and other

  360,657   555,687 

Income taxes refundable

  115,257   - 

Current deferred income tax benefit

  9,679   8,162 

TOTAL CURRENT ASSETS

  3,835,829   4,654,576 

LAND, BUILDINGS & EQUIPMENT, net of accumulated depreciation of $41,214,693 and $40,978,609

  19,012,818   18,860,778 

OTHER ASSETS:

        

Marketable investment securities

  5,508,392   5,272,318 

Cash surrender value-life insurance

  772,326   772,326 

Other

  66,315   66,315 

TOTAL OTHER ASSETS

  6,347,033   6,110,959 

TOTAL ASSETS

 $29,195,680  $29,626,313 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

        

Accounts payable

 $409,110  $673,786 

Accrued expenses

  798,215   1,069,668 

Dividends payable

  877,365   877,365 

Income taxes payable

  -   22,543 

Other current liabilities

  918,927   342,324 

TOTAL CURRENT LIABILITIES

  3,003,617   2,985,686 

LONG-TERM DEFERRED COMPENSATION

  18,413   18,413 

NONCURRENT DEFERRED INCOME TAXES

  2,125,765   2,035,821 

TOTAL LIABILITIES

  5,147,795   5,039,920 
         

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

        

Class A issued and outstanding 3,746,454

  374,645   374,645 

Class B issued and outstanding 1,414,517

  141,452   141,452 

Additional paid-in capital

  7,854,108   7,854,108 

Accumulated other comprehensive earnings-

        

Unrealized gain on available-for-sale securities, net of tax

  2,625,653   2,481,988 

Retained earnings

  13,052,027   13,734,200 

TOTAL STOCKHOLDERS' EQUITY

  24,047,885   24,586,393 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $29,195,680  $29,626,313 

See notes to condensed consolidated financial statements.

 

  

As of

 
  

October 2,

  

July 3,

 
  

2016

  

2016

 

ASSETS

 

CURRENT ASSETS:

        

Cash and cash equivalents

 $571,487  $986,193 

Short-term investments

  485,452   484,558 

Inventories

  591,287   561,217 

Prepaid expenses and other

  426,559   664,379 

Income taxes refundable

  187,060   - 

TOTAL CURRENT ASSETS

  2,261,845   2,696,347 

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

  19,336,340   19,523,856 

OTHER ASSETS:

        

Marketable investment securities

  8,540,728   8,824,456 

Cash surrender value-life insurance

  740,161   740,161 

Other

  66,315   66,315 

TOTAL OTHER ASSETS

  9,347,204   9,630,932 

TOTAL ASSETS

 $30,945,389  $31,851,135 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

        

Accounts payable

 $439,729  $660,711 

Accrued expenses

  773,467   1,193,463 

Dividends payable

  877,365   877,365 

Income taxes payable

  -   207,840 

Short-term note payable

  500,000   - 

Other current liabilities

  940,073   325,982 

Current deferred income taxes

  27,850   27,850 

TOTAL CURRENT LIABILITIES

  3,558,484   3,293,211 

LONG-TERM DEFERRED COMPENSATION

  23,620   23,620 

NONCURRENT DEFERRED INCOME TAXES

  2,273,354   2,384,962 

TOTAL LIABILITIES

  5,855,458   5,701,793 
         

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

        

Class A issued and outstanding 3,746,454

  374,645   374,645 

Class B issued and outstanding 1,414,517

  141,452   141,452 

Additional paid-in capital

  7,854,108   7,854,108 

Accumulated other comprehensive earnings-

        

Unrealized gain on available-for-sale

        

securities, net of tax

  2,805,261   2,986,587 

Retained earnings

  13,914,465   14,792,550 

TOTAL STOCKHOLDERS' EQUITY

  25,089,931   26,149,342 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $30,945,389  $31,851,135 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

  

Thirteen Weeks Ended

 
  

October 1,

  

October 2,

 
  

2017

  

2016

 

Cash Flows From Operating Activities

        

Net income (loss)

 $195,192  $(720

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

        

Depreciation and amortization

  236,084   292,694 

Loss on involuntary cancellation of available-for-sale securities

  -   5,845 

Gain on sale of available-for-sale securities

  (8,531

)

  - 

Changes in assets and liabilities

        

Increase in inventories

  (29,473

)

  (30,070

)

Decrease in prepaid & other

  195,030   237,820 

Increase in income taxes refundable

  (115,257

)

  (187,060

)

Decrease in accounts payable

  (264,676

)

  (220,982

)

Decrease in accrued expenses

  (271,453

)

  (419,996

)

Decrease in income taxes payable

  (22,543

)

  (207,840

)

Increase in other current liabilities

  576,603   614,091 

Net cash provided by operating activities

  490,976   83,782 
         

Cash Flows From Investing Activities

        

Expenditures for land, building and equipment

  (388,124

)

  (105,178

)

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

  (21

)

  (894

)

Proceeds from sale of available-for-sale securities

  1,000,000   - 

Net purchases of marketable securities

  (15,879

)

  (15,051

)

Net cash provided by (used in) investing activities

  595,976   (121,123

)

         

Cash Flows From Financing Activities

        

Proceeds from note payable

  -   500,000 

Payment of cash dividends

  (877,365

)

  (877,365

)

Net cash used in financing activities

  (877,365

)

  (377,365

)

         

Net Change in Cash and Equivalents

  209,587   (414,706

)

         

Cash and Cash Equivalents, Beginning of period

  604,671   986,193 
         

Cash and Cash Equivalents, End of period

 $814,258  $571,487 
         
         

Supplemental Disclosures of Cash Flow Information

        

Cash Paid During the Period for:

        

Interest

  -   2,722 

Income taxes

 $243,000  $394,500 

 

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,

 
  

2016

  

2015

 

Cash Flows From Operating Activities

        

Net loss

 $(720

)

 $(148,076

)

Adjustments to reconcile net lossto net cash provided byoperating activities:

        

Depreciation and amortization

  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

)

Changes in assets and liabilities

        

Increase in inventories

  (30,070

)

  (62,507

)

Decrease in prepaid & other

  237,820   298,485 

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

  (419,996

)

  (158,099

)

Decrease in income taxes payable

  (207,840

)

  - 

Increase in other current liabilities

  614,091   614,504 

Net cash provided by operating activities

  83,782   491,762 
         

Cash Flows From Investing Activities

        

Expenditures for land, building and equipment

  (105,178

)

  (19,381

)

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

  (894

)

  (12

)

Proceeds from sale of available-for-sale securities

  -   1,000,000 

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

  (877,365

)

  (877,365

)

Net cash used in financing activities

  (377,365

)

  (877,365

)

         

NetChangein Cash and Equivalents

  (414,706

)

  576,426 
         

Cash andCashEquivalents, Beginning of period

  986,193   778,367 
         

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

 $394,500  $26,000 

See notes to condensed consolidated financial statements.


BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the ThirteenThirteen Weeks Ended

October 2, 20161, 2017

(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 July 3, 2016 2, 2017 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-K10-K for the year ended July 3, 2016.2, 2017.

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 October 1, 2017 and July 2, 2016 and July 3, 2016 2017 were as follows:

 

 

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

 

October 1, 2017

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

 

Short-term investments

 $484,558  $484,558  $-  $133,880  $133,880  $- 

Equity securities

 $6,001,841  $1,285,759  $4,716,082  $5,508,392  $1,279,914  $4,228,478 

Mutual funds

 $2,822,615  $2,713,860  $108,755  $1,837,820  $1,824,554  $13,266 

July 2, 2017

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

 

Short-term investments

 $133,922  $133,922  $- 

Equity securities

 $5,272,318  $1,279,914  $3,992,404 

Mutual funds

 $2,817,392  $2,800,144  $17,248 

 


 

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

 

October 2, 2016

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

October 1, 2017

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

 

Significant

Unobservable

Inputs

(Level 3)

 
                        

Certificates of deposits

 $-  $485,452  $- 

Certificates of deposits

 $-  $133,880  $- 

Equity securities

  5,703,049   -   -   5,508,392   -   - 

Mutual funds

  2,837,679   -   -   1,837,820   -   - 
                        

Total

 $8,540,728  $485,452  $-  $7,346,212  $133,880  $- 

July 2, 2017

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
            

Certificates of deposits

 $-  $133,922  $- 

Equity securities

  5,272,318   -   - 

Mutual funds

  2,817,392   -   - 
            

Total

 $8,089,710  $133,922  $- 
            

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 equity securities portfolio includes the following stocks:

 

AT&T shares

  82,112 

Manulife shares

  2,520 

CSAL shares

  815 

NCR shares

  774 

Teradata shares

  774 

Vodafone shares

  6,471 

CenturyLink shares

  4,398 

Frontier Communications shares

  4,508300 

Sprint shares

  40,000 

Verizon shares

  31,904 

Windstream shares

  679 

 

   On July 10, 2017, Frontier Communications completed a 1-for-15 reverse stock split reducing Bowl America’s holdings to 300 shares from 4,508. On August 1, 2016 Dex Media a spin off from Verizon, completed a financial restructure.restructuring. Previous shares of Dex Media’s common stock were cancelled with no distribution to shareholders resulting in a loss of $5,845$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’sCompany’s purchase commitments at October 2, 2016, 1, 2017, are for materials, supplies, services and equipment as part of the normal course of business.

 


4.4.  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 for 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.Thisinformation. 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, 1, 2017, that would impact theCompany.the Company.

6.6.  Subsequent Events

 

    The Company has evaluated subsequent events through the time of filing these financial statements with the Securities and Exchange Commission on November 15, 2016, 14, 2017, and has determined that no material subsequent events have occurred.

7.7.  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 aspartas part 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, to provide a secure source of 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, thethe 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 one insurance company acquired at no cost when thethat company demutualized. While not all stocks in the portfolio are domestic American companies any longer, since the original purchases at an approximate cost of $630,000, we have received approximately $967,000 from mergers and sales and over $4,400,000$4,700,000 in dividends, the majority of which were tax favored in the form of exclusion from federal taxable income. The exclusion continues into this fiscal year. These marketable securities are carried at their fair value on the last day of each reporting period. The value of the securities on October 2, 20161, 2017 was approximately $5.7$5.5 million. The value of securities held at July 3, 20162, 2017 was approximately $6$5.3 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’sCompany’s original investment in the Vanguard GNMA bond fund began in 1988 with purchases of shares in the fund totaling approximately $1,400,000. The fund is carried at fair value on the last day of the reporting period. At October 2, 2016,1, 2017, the value was approximately $2,838,000.$1,838,000. In August 20152017, $1,000,000 of this fund was redeemed to meet the August 20152017 dividend payment.

Short-term investments including the GNMA fund, mentioned above, that was reclassified to short term investments from the category of marketable securities in the prior year, Certificates of Deposits, cash and cash equivalents totaled $2,786,000 at October 1, 2017 compared to $3,557,000 at July 2, 2017.

 

The Company’sCompany’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 Company obtained a $500,000 short-term loan to meet the August 2016 dividend obligation. The loan collateralized by certificates of deposits, is duewas paid in Februaryfull January 6, 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 October 2, 2016,1, 2017, the Company expended approximately $105,000$388,000 for the purchase of building, entertainment and restaurant equipment.  Except as noted above, the Company has no current 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 October 2, 2016,1, 2017, league deposits of approximately $766,000$742,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the thirteen weeks ended October 2, 20161, 2017 was $84,000$491,000 which, along with cash on hand, and a note in the amountredemption of $500,000GNMA funds, mentioned above, 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 three-month period ended October 2, 2016.1, 2017.  In September 2016,2017, the Company declared a regular quarterly dividend of $.17 per share, payable November 16, 2016.15, 2017.  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 of the business and estimate of future opportunities at such time.

 

Overview

 

The Company is in the entertainment business which, by its nature, has ups and downs based on consumer tastes and preferences.  Generally, promotional and open play bowling which depends on the public’s discretionary budget dollars and their choices, accounts for more than half of our business. An unstable economy can lead many to participate inWhile bowling has the advantage of being an entertainment that is close to home and relatively inexpensive.  Bowling has those advantages.  However ifinexpensive, new forms of sports and entertainment are offered to the economy remainsunstable, people are less willingpublic continually creating challenges, but our response is helped by having the resources to spend on other than necessities.be able to promote the sport. Weather is also a factor, especially for casual bowlers.  While extreme heat or rainy weather prompt people to look for indoor activities, heavy snow storms can keep customers from reaching the centers. Postponed league games are made up later in the season, but lost open play income isneveris never recovered.  The Company operates primarily in the Washington, DC area where its business is vulnerable to sequestration or other downsizing of the federal government.

 

RESULTS OF OPERATIONS

 

The following table sets forth the items in our consolidated summary of operations for the fiscal quartersquarters ended October 1, 2017 and October 2, 2016, and September 27, 2015, and the dollar and percentage changes therein.

 

 

Thirteen weeks ended

  

Thirteen weeks ended

 
 

October 2, 2016 and September 27, 2015

  

October 1, 2017 and October 2, 2016

 
 

Dollars in thousands

  

Dollars in thousands

 
 

2016

  

2015

  

Change

  

% Change

  

2017

  

2016

  

Change

  

% Change

 

Operating Revenues:

                                

Bowling and other

 $3,577  $3,474  $103   3.0  $3,748  $3,577  $171   4.8 

Food, beverage and merchandise sales

  1,487   1,446   41   2.8   1,516   1,487   29   2.0 
  5,064   4,920   144   2.9   5,264   5,064   200   3.9 

Operating Expenses:

                                

Employee Compensation and benefits

  2,681   2,746   (65

)

  (2.4

)

  2,684   2,681   3   0.1 

Cost of bowling and other services

  1,469   1,511   (42

)

  (2.8

)

  1,468   1,469   (1

)

  (0.1

)

Cost of food, beverage and merchandise sales

  482   469   13   2.8   473   482   (9

)

  (1.9

)

Depreciation and amortization

  293   336   (43

)

  (12.8

)

  236   293   (57

)

  (19.5

)

General and administrative

  231   232   (1  (0.4  207   231   (24

)

  (10.4

)

  5,156   5,294   (138

)

  (2.6

)

  5,068   5,156   (88

)

  (1.7

)

                                

Operating loss

  (92

)

  (374

)

  282   75.4 

Operating income (loss)

  196   (92

)

  288   313.0 
                                

Interest, dividend and other income

  94   146   (52

)

  (35.6

)

Interest, dividend and other income

  104   94   10   10.6 

Interest expense

  3   -   3   100.0   -   3   3   100.0 

Loss before tax benefit

  (1

)

  (228

)

  227   99.6 

Income tax benefit

  -   (80

)

  80   100.0 

Earnings (loss) before tax

  300   (1

)

  301   301.6 

Income tax

  105   -   105   105.0 
                                

Net loss

 $(1

)

 $(148

)

 $147   99.3 

Net Earnings (loss)

 $195  $(1

)

 $196   196.0 

 


 

For the thirteen week period ended October 1, 2017 net income was $195,000 or $.04 per share. For the thirteen week period ended October 2, 2016 there was a loss of $720 or $.00 per share. For the thirteen week period ended September 27, 2015 there was a loss of $148,076 or $.03 per share. Eighteen locations were in operation in both the current and prior year quarters. In September Hurricane Irma caused a two day closure of our Florida locations although the properties did not sustain damage. The bowling business is seasonal and the first quarter which includes summer months is typically the slowest. In the current year period, the increase in open play bowling more than offset a decline in league play resulting in an increase in both games bowled and bowling revenue. The operating results for the fiscal 20172018 period included in this report are not necessarily indicative of results to be expected for the year.

 

Operating Revenues

 

Total operating revenues increased 3.9% or $200,000 to $5,264,000 in the thirteen-week period ended October 1, 2017, compared to an increase of 2.9% or $144,000 to $5,064,000 in the thirteen-weekthree-month period ended October 2, 2016, compared to an increase of 6.3% or $291,000 to $4,920,000 in the three-month period ended September 27, 2015.2016.  Bowling and other revenue increased $103,000$171,000 or 3%4.8% in the current year fiscal quarter compared to an increase of $173,000$103,000 or 5%3% in the comparable prior year quarter. Food, beverage and merchandise sales were up $41,000$29,000 or 2.8%2% in the current year quarter due to increased traffic, compared to an increase of $118,000$41,000 or 8.9%2.8% in the prior year comparable quarter.  Cost of sales increased $13,000decreased $9,000 in the current year three-month period due to higher sales.period.

 

Operating Expenses

 

Operating expenses were down $88,000 or 1.7% to $5,068,000 in the three-month period ended October 1, 2017 compared to a decrease of $138,000 or 2.6% to $5,156,000 in the three-month period ended October 2, 2016 compared to an increase of $34,000 or 1% to $5,294,000 in the prior year quarter ended September 27, 2015.October 2, 2016.  Employee compensation and benefits were up $3,000 or 0.1% and down $65,000 or 2% and down $7,000 or less than 1%2.4% in the fiscal first quarters of 2018 and 2017, and 2016, respectively. The Company continued to make scheduling adjustments resulting in a decrease in compensation.  In addition, state unemployment tax rates decreased from the prior year. In the current year group health insurance costs were lower 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 decreased $42,000$1,000 or 3%0.1% in the quarter ended October 2, 20161, 2017 versus a decrease of $18,000$42,000 or 1%2.8% in the comparable quarter ended September 27, 2015.October 2, 2016. Maintenance and repair costs declined $2,000 or 1% and were up $22,000 or 10% and $2,000 or 1% in the current year and prior year quarters, respectively. TheBoth the current and prior year periodperiods included roof repairs and plumbing repairs at several locations. The prior fiscal year period included air conditioningbuilding repairs at several locations. Advertising costs decreased $6,000$6,600 or 7%7.5% in the quarter ended October 2, 2016.1, 2017.  Utility costs were up $3,000 or 1% in the in both the current and prior year periods. Supplies and services expenses were down $20,000$21,000 or 10%11% and were up $15,000$20,000 or 8%10% in the thirteen-week periods ended October 1, 2017 and October 2, 2016, and September 27, 2015, respectively, partially due to timing of bulk purchases.

 

Depreciation and amortization expense was down 13%19.5% in the three-month period ended October 2, 20161, 2017 as a large group of assets have reached full depreciation. Increased capital purchases in the current year will result in a smaller decline in depreciation expense in future quarters.

 

As stated above, theThe first quarter of the fiscal year is seasonally the slowest and the quarter ended October 2, 20161, 2017 resulted in net operating income of $196,000 versus an operating loss of $720 compared to an operating loss of $148,000$92,000 in the prior year period.

 

 

Interest, Dividend and OtherIncome

 

Interest, dividend and other income declinedincreased $10,000 to $104,000 in the three month period ended October 2, 20161, 2017 primarily due tofrom the timinggain on the sale of receipts for ancillary income and the end of some parking lot rental agreements.GNMA securities.

 

CRITICALCRITICAL 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’sCompany’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 asavailable-for-saleas

available-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’sCompany’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’sCompany’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 October 2, 2016.1, 2017. 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 October 2, 2016,1, 2017, 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 November 15, 201614, 2017 (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 weeks ended October 2, 20161, 2017 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: November 15, 201614, 2017

By:

By: /s/ /s/ Leslie H Goldberg

 

Leslie H. Goldberg, President

 

 

 

 

 

 

Date: November 15, 201614, 2017

By:

By:  /s/ Cheryl A. Dragoo

 

Cheryl A. Dragoo, Controller

 

 

13