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 1,SEPTEMBER 30 2017, 2018

 

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 the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredrequired 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).

Yes X 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 an emerging growth company. See the definitions of “ large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “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. __

 

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

    Yes __    No X

 

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 10, 20172018

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 1,

  

October 2,

  

September 30,

  

October 1,

 
 

2017

  

2016

  

2018

  

2017

 

Operating Revenues:

                

Bowling and other

 $3,748,270  $3,577,379  $3,833,291  $3,748,270 

Food, beverage and merchandise sales

  1,515,483   1,486,957   1,608,177   1,515,483 

Total Operating Revenue

  5,263,753   5,064,336   5,441,468   5,263,753 
                

Operating Expenses:

                

Employee compensation and benefits

  2,683,871   2,681,333   2,741,653   2,683,871 

Cost of bowling and other services

  1,467,908   1,469,370   1,536,746   1,467,908 

Cost of food, beverage and merchandise sales

  472,887   482,275   483,527   472,887 

Depreciation and amortization

  236,084   292,694   232,130   236,084 

General and administrative

  206,628   230,776   207,660   206,628 

Total Operating Expenses

  5,067,378   5,156,448   5,201,716   5,067,378 
                

Operating Income (loss)

  196,375   (92,112

)

Operating Income

  239,752   196,375 

Interest, dividend and other income

  104,017   93,714   105,421   104,017 

Interest expense

  -   2,722 

Earnings (loss) before provision for income tax

  300,392   (1,120

)

Provision for income tax (benefit)

  105,200   (400

)

Change in value of investments

  238,278   - 

Earnings before provision for income tax

  583,451   300,392 
                

Net Income (loss)

 $195,192  $(720

)

Provision for income tax

  143,070   105,200 
                

Net Earnings (loss) per share-basic & diluted

  .04   (.00

)

Net Income

 $440,381  $195,192 
        

Net Earnings per share-basic & diluted

  .09   .04 
                

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 1, 2017September 30, 2018 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 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

)

  

Thirteen Weeks Ended

 
   September 30,  

October 1,

 
   2018  

2017

 
         

Net Income 

 $440,381  $195,192 

Other comprehensive earnings-net of tax

        

Unrealized gain on available-for-sale securities net of tax of $90,594

  -   147,185 
         

Reclassification adjustment for gain included in net gain, net of tax of $2,167

  -   (3,520

)

         

Comprehensive Earnings

 $440,381  $338,857 


 

The operating results for the thirteen (13) week period ended October 1, 2017 September 30, 2018 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.

 


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 
  

As of

 
  

September 30,

  

July 1,

 
  

2018

  

2018

 

ASSETS

 

CURRENT ASSETS:

        

Cash and cash equivalents

 $1,010,508  $1,008,433 

Short-term investments

  233,907   333,029 

Marketable investment securities

  6,893,444   6,641,650 

Inventories

  560,609   490,456 

Prepaid expenses and other

  331,183   760,561 

Income taxes refundable

  136,298   192,298 

TOTAL CURRENT ASSETS

  9,165,949   9,426,427 

LAND, BUILDINGS & EQUIPMENT, net of accumulated depreciation of $41,486,020 and $41,264,023

  18,474,210   18,698,651 

OTHER ASSETS:

        

Cash surrender value-life insurance

  717,733   717,733 

Other

  66,315   66,315 

TOTAL OTHER ASSETS

  784,048   784,048 

TOTAL ASSETS

 $28,424,207  $28,909,126 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

        

Accounts payable

 $421,004  $806,487 

Accrued expenses

  720,165   1,107,226 

Dividends payable

  903,170   877,365 

Other current liabilities

  969,775   305,236 

TOTAL CURRENT LIABILITIES

  3,014,114   3,096,314 

LONG-TERM DEFERRED COMPENSATION

  17,440   17,440 

DEFERRED INCOME TAXES

  1,371,767   1,311,697 

TOTAL LIABILITIES

  4,403,321   4,425,451 
         

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

  -   2,102,745 

Retained earnings

  15,650,681   14,010,725 

TOTAL STOCKHOLDERS' EQUITY

  24,020,886   24,483,675 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $28,424,207  $28,909,126 

 

See notes to condensed consolidated financial statements.


BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  

Thirteen Weeks Ended

 
  

September 30,

  

October 1,

 
  

2018

  

2017

 

Cash Flows From Operating Activities

        

Net income 

 $440,381  $195,192 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

  232,130   236,084 
Increase in deferred taxes  60,070   - 

Unrealized gain on marketable securities

  (238,278

)

  - 

Net purchases of marketable securities

  (13,515

)

  - 

Gain on sale of available-for-sale securities

  -   (8,531

)

Changes in assets and liabilities

        

Increase in inventories

  (70,153

)

  (29,473

)

Decrease in prepaid & other

  429,378   195,030 

Increase in income taxes refundable

  -   (115,257

)

Decrease in accounts payable

  (385,483

)

  (264,676

)

Decrease in accrued expenses

  (387,061

)

  (271,453

)

Increase (decrease) in income taxes payable

  56,000   (22,543

)

Increase in other current liabilities

  664,539   576,603 

Net cash provided by operating activities

  788,008   490,976 
         

Cash Flows From Investing Activities

        

Net expenditures for land, building and equipment

  (7,689

)

  (388,124

)

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

  99,121   (21

)

Proceeds from sale of securities

  -   1,000,000 
Net purchases of marketable securities  -   (15,879)

Net cash provided by investing activities

  91,432   595,976 
         

Cash Flows From Financing Activities

        

Payment of cash dividends

  (877,365

)

  (877,365

)

Net cash used in financing activities

  (877,365

)

  (877,365

)

         

Net Change in Cash and Equivalents

  2,075   209,587 
         

Cash and Cash Equivalents, Beginning of period

  1,008,433   604,671 
         

Cash and Cash Equivalents, End of period

 $1,010,508  $814,258 
         
         

Supplemental Disclosures of Cash Flow Information

        

Cash Paid During the Period for:

        

Income taxes

 $27,000  $243,000 

See notes to condensed consolidated financial statements.

 


 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the ThirteenThirteen Weeks Ended

October 1, 2017September 30, 2018

(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 sheetsheets as of July 2, 2017 1, 2018 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 2, 2017.1, 2018.

 

 

2.  Investments

 

     The Company’s investments are categorized as available-for-sale.current assets. Short-term investments consist of certificates of deposits and treasury bills with maturities of generally three months to one year. Equity securities consist primarily of telecommunications stocks. Mutual funds consist ofstocks and a mutual fund that invests in federal agency mortgage backed securities (Ginnie Mae). The fair value of the Company’s investments at OctoberSeptember 30, 2018 and July 1, 2017 and July 2, 2017 2018 were as follows:

 

 

October 1, 2017

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

 

September 30, 2018

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

(Loss)

 

Short-term investments

 $133,880  $133,880  $-  $233,907  $233,907  $- 

Equity securities

 $5,508,392  $1,279,914  $4,228,478  $5,071,199  $1,279,914  $3,791,285 

Mutual funds

 $1,837,820  $1,824,554  $13,266  $1,822,245  $1,877,811  $(55,566)

July 2, 2017

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

 

July 1, 2018

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

 

Short-term investments

 $133,922  $133,922  $-  $333,029  $333,029  $- 

Equity securities

 $5,272,318  $1,279,914  $3,992,404  $4,816,804  $1,279,914  $3,536,890 

Mutual funds

 $2,817,392  $2,800,144  $17,248  $1,824,846  $1,864,296  $(39,450)

 


 

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

 

 

October 1, 2017

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

 

Significant

Unobservable

Inputs

(Level 3)

 
September 30, 2018    Significant    

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
                        

Certificates of deposits

 $-  $133,880  $- 

Certificates of deposits and Treasury Bills

 $-  $233,907  $- 

Equity securities

  5,508,392   -   -   5,071,199   -   - 

Mutual funds

  1,837,820   -   -   1,822,245   -   - 
                        

Total

 $7,346,212  $133,880  $-  $6,893,444  $233,907  $- 

July 2, 2017

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
July 1, 2018    Significant    

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
                        

Certificates of deposits

 $-  $133,922  $- 

Certificates of deposits

 $-  $333,029  $- 

Equity securities

  5,272,318   -   -   4,816,804   -   - 

Mutual funds

  2,817,392   -   -   1,824,846   -   - 
                        

Total

 $8,089,710  $133,922  $-  $6,641,650  $333,029  $- 
            

The equity securities portfolio includes the following stocks:

 

AT&T shares

  82,112 

Manulife shares

  2,520 

CSALUniti shares

  815 

NCR shares

  774 

Teradata shares

  774 

Vodafone shares

  6,471 

CenturyLink shares

  4,398 

Frontier Communications shares

  300 

Sprint shares

  40,000 

Verizon shares

  31,904 

Windstream shares

  679135 

 

     On May 25, 2018, Windstream completed a 1-for-5 reverse split reducing Bowl America’s holdings to 135 shares. On July 10, 2017, Frontier Communications completed a 1-for-151-for-15 reverse stock split reducing Bowl America’s holdings to 300 shares from 4,508. On August 1, 2016 Dex Media completed a financial restructuring. 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.

 

 

3.  Commitments and Contingencies

 

The Company’sCompany’s purchase commitments at October 1, 2017, September 30, 2018, are for materials, supplies, services and equipment as part of the normal course of business. During the quarter the Company entered into an agreement to upgrade the automatic scoring system at one location at an approximate cost of $275,000. On October 26, 2018 the Company signed an agreement to sell vacant land for $1,100,000, subject to a forty-five day inspection period and other standard closing contingencies. The agreement is cancelable.


 

 

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 amendmentThe Company adopted this standard effective July 2, 2018. The Company is effective for the Company’s fiscal year ending June 2019 with earlier adoption permitted. Management is currently assessingalso reclassifying all of its marketable equity securities as current assets on consolidated balance sheets. The following table summarizes the impact of this standardthe adoption on the Company’s financial statements.accumulated other comprehensive earnings and retained earnings:

 

 

  

Amount

 

Accumulated other comprehensive earnings, 7/2/2018

 $2,102,745 

Reclassification to retained earnings of cumulative effect adjustment to initially apply new accounting guidance for equity investments which were previously classified as available-for-sale, net of tax $1,394,695

  (2,102,745)

Accumulated other comprehensive earnings as adjusted, 7/2/2018

  - 
     

Retained earnings, 7/2/2018

  14,010,725 

Reclassification from accumulated other comprehensive income of cumulative effect adjustment to initially apply new accounting guidance for equity investments which were previously classified as available-for-sale, net of tax, $1,394,695

  2,102,745 

Retained earnings as adjusted, 7/2/2018

 $16,113,470 

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 areThe Company is in the process of evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosuresdisclosures.

 

There were no new accounting pronouncements during    In May 2014, the quarter ended October 1, 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which creates a single, comprehensive revenue recognition model for all contracts with customers. Under this ASU and subsequently issued amendments, an entity should recognize revenue to reflect the transfer of promised goods or services to customers at an amount that would impact the Company.entity expects to be entitled to in exchange for those goods and services. ASU 2014-9 may be adopted either retrospectively or on a modified retrospective basis. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. The FASB permits early adoption of the standard, but not before the original effective date of December 15, 2016. The Company adopted the standard effective July 2, 2018 and determined there was no material effect on the financial statements.

 

 

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 14, 2017, and has determined that no material subsequent events have occurred.

7.6.  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 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 historically had 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 thatthe 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 $4,700,000$5,000,000 in dividends, the majority of which were tax favored in the form of exclusion from federal taxable income. TheWhile the exclusion continues into this fiscal year.year the Tax Cuts and Jobs Act (“Tax Act”) reduces the percent excludable. These marketable securities are carried at their fair value on the last day of each reporting period. The value of the securities on October 1, 2017September 30, 2018 was approximately $5.5$5.1 million. The value of securities held at July 2, 20171, 2018 was approximately $5.3$4.8 million. Effective July 2, 2018 these securities have been reclassified to current assets from long-term marketable securities.

 

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 1, 2017,September 30, 2018, the value was approximately $1,838,000. In August 2017, $1,000,000 of this fund was redeemed to meet the August 2017 dividend payment.$1,822,000.

 

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, Treasury Bills and cash and cash equivalents totaled $2,786,000$233,907 at October 1, 2017September 30, 2018 compared to $3,557,000$333,029 at July 2, 2017.1, 2018.

 

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 was paid in full January 6, 2017.

 

During the three-month period ended October 1, 2017,September 30, 2018, the Company expended approximately $388,000$8,000 for the purchase of building, entertainment and restaurant equipment. Except as noted above, theThe 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 1, 2017,September 30, 2018, league deposits of approximately $742,000$746,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the thirteen weeks ended October 1, 2017 September 30, 2018 was $491,000$788,000 which, along with cash on hand, and the redemption of GNMA 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 1, 2017.September 30, 2018. In September 2017,2018, the Company declared aan increase in the regular quarterly dividend of $.17to $.175 per share, payable November 15, 2017.14, 2018. 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. While bowling has the advantage of being an entertainment that is close to home and relatively inexpensive, new forms of sports and entertainment are offered to the public continually creating challenges, but our response is helped by having the resources to 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 is 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 September 30, 2018 and October 1, 2017, and October 2, 2016, and the dollar and percentage changes therein.

 

 

Thirteen weeks ended

  

Thirteen weeks ended

 
 

October 1, 2017 and October 2, 2016

  

September 30, 2018 and October 1, 2017

 
 

Dollars in thousands

  

Dollars in thousands

 
 

2017

  

2016

  

Change

  

% Change

  

2018

  

2017

  

Change

  

% Change

 

Operating Revenues:

                                

Bowling and other

 $3,748  $3,577  $171   4.8  $3,833  $3,748  $85   2.3 

Food, beverage and merchandise sales

  1,516   1,487   29   2.0   1,608   1,516   92   6.0 
  5,264   5,064   200   3.9   5,441   5,264   177   3.3 

Operating Expenses:

                                

Employee Compensation and benefits

  2,684   2,681   3   0.1   2,741   2,684   57   2.1 

Cost of bowling and other services

  1,468   1,469   (1

)

  (0.1

)

  1,537   1,468   69   4.7 

Cost of food, beverage and merchandise sales

  473   482   (9

)

  (1.9

)

  483   473   10   2.1 

Depreciation and amortization

  236   293   (57

)

  (19.5

)

  232   236   (4

)

  (1.7

)

General and administrative

  207   231   (24

)

  (10.4

)

  208   207   1   0.5 
  5,068   5,156   (88

)

  (1.7

)

  5,201   5,068   133   2.6 
                                

Operating income (loss)

  196   (92

)

  288   313.0 

Operating income

  240   196   44   22.4 
                                

Interest, dividend and other income

  104   94   10   10.6 

Interest expense

  -   3   3   100.0 

Earnings (loss) before tax

  300   (1

)

  301   301.6 

Income tax

  105   -   105   105.0 

Interest, dividend and other income

  105   104   1   1.0 

Change in market value of marketable securities

  238   -   238   100.0 

Earnings before income taxes

  583   300   283   94.3 

Income taxes

  143   105   38   36.2 
                                

Net Earnings (loss)

 $195  $(1

)

 $196   196.0 

Net Earnings

 $440  $195  $245   125.6 

 


 

For the thirteen week period ended October 1, 2017September 30, 2018 net income was $195,000$440,000 or $.04$.09 per share. Excluding the income for the change in marketable securities net of tax, net income was $262,000 or $.05 per share. For the thirteen week period ended October 2, 2016 there1, 2017 net income was a loss of $720$195,000 or $.00$.04 per share. Eighteen locations were in operation in both the current and prior year quarters. In September 2017 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 both the current and prior year period,periods, the increase in open play bowling revenue more than offset a decline in league playrevenue resulting in an overall increase in both games bowled and bowling revenue. The operating results for the fiscal 20182019 period included in this report are not necessarily indicative of results to be expected for the year.

 

Operating Revenues

 

Total operating revenues increased 3.3% or $177,000 to $5,441,000 in the thirteen-week period ended September 30, 2018, compared to an increase of 3.9% or $200,000 to $5,264,000 in the thirteen-weekthree-month period ended October 1, 2017, compared to an increase of 2.9% or $144,000 to $5,064,000 in the three-month period ended October 2, 2016.2017.  Bowling and other revenue increased $171,000$85,000 or 4.8%2.3% in the current year fiscal quarter compared to an increase of $103,000$171,000 or 3%4.8% in the comparable prior year quarter. Food, beverage and merchandise sales were up $29,000$92,000 or 2%6% in the current year quarter due to increased traffic, compared to an increase of $41,000$29,000 or 2.8%2.0% in the prior year comparable quarter.  Cost of sales decreased $9,000increased $10,000 in the current year three-month period.

 

Operating Expenses

 

Operating expenses were downincreased $133,000 or 2.6% to $5,201,000 in the three-month period ended September 30, 2018 compared to a decrease of $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 prior year quarter ended October 2, 2016.1, 2017.  Employee compensation and benefits were up $57,000 or 2.1% and up $3,000 or 0.1% and down $65,000 or 2.4% in the fiscal first quarters of 20182019 and 2017,2018, respectively. In the currentprior 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 $1,000increased $69,000 or 0.1%4.7% in the quarter ended October 1, 2017September 30, 2018 versus a decrease of $42,000$1,000 or 2.8%0.1% in the comparable quarter ended October 2, 2016.1, 2017. Maintenance and repair costs increased $11,000 or 5.6% and declined $2,000 or 1% and were up $22,000 or 10%1.0% in the current year and prior year quarters, respectively. Both the current and prior year periods included roof and building repairs at several locations. Advertising costs decreased $6,600increased $21,000 or 7.5%26% in the quarter ended October 1, 2017.September 30, 2018. Utility costs were updown $8,000 or 2% in the current period versus an increase of $3,000 or 1%0.9% in the in both the current and prior year periods.quarter. Supplies and services expenses were flat in the current period and down $21,000 or 11% and were up $20,000 or 10% in the thirteen-week periods ended October 1, 2017 and October 2, 2016, respectively, partially due to timing of bulk purchases.prior year period.

 

Depreciation and amortization expense was down 19.5%1.7% in the three-month period ended October 1, 2017September 30, 2018 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.

 

TheThe first quarter of the fiscal year is seasonally the slowest and the quarter ended October 1, 2017September 30, 2018 resulted in net operating income of $196,000$240,000 versus an operating lossincome of $92,000$196,000 in the prior year period.

 

Interest, Dividend and Other Income

 

Interest,, dividend and other income increased $10,000$1,000 to $104,000$105,000 in the three month period ended October 1, 2017 primarily from the gain on the sale of the GNMA securities.September 30, 2018.

 

Income taxes

The Tax Act of December 2017 reduced the federal corporate tax rate from 34% to 21%. Taxes for the quarter ended September 30, 2018 reflect the reduced rate.

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’sCompany’s balance sheet under the captions of Short-term investments and Marketable investment securities. The Company exercises judgment in determining the classification of its investment securities as

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 timeincome or loss in the Company must assess whether write-downs are necessary for other than temporary declines in value.current period.   

 


 

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 1, 2017.September 30, 2018. 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 1, 2017,September 30, 2018, 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 14, 201713, 2018 (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 1, 2017September 30, 2018 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 14, 201713, 2018

By:

/s/ Leslie H Goldberg

  

       

Leslie H. Goldberg, President

  

  

  

  

  

  

Date: November 14, 201713, 2018

By:

/s/ Cheryl A. Dragoo

  

       

Cheryl A. Dragoo, Controller

 

13 

13