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: March 31SEPTEMBER 29, 2012019

 

COMMISSION FILE NUMBER: 000101-78297829

 

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: (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 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 every Interactive Data File required to be submitted 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 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

  

MayNovember 10, 2019

Class A Common Stock,

  

$.10 par value

3,746,454

  

  

Class B Common Stock,

  

$.10 par value

1,414,517

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common stock (par value $.10)

BWL-A

NYSE American

 

 

 

 

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

  BOWL AMERICA INCORPORATED AND SUBSIDIARIES

  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

  (Unaudited)

                                    

 

Thirteen Weeks Ended

  

Thirty-nine Weeks Ended

  

Thirteen Weeks Ended

 
 

March 31,

  

April 1,

  

March 31,

  

April 1,

  

September 29,

  

September 30

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Operating Revenues:

                        

Bowling and other

 $5,258,124  $5,423,321  $13,501,062  $13,656,336  $3,609,673  $3,833,291 

Food, beverage and merchandise sales

  2,184,623   2,202,898   5,711,098   5,602,158   1,514,938   1,608,177 

Total Operating Revenues

  7,442,747   7,626,219   19,212,160   19,258,494 

Total Operating Revenue

  5,124,611   5,441,468 
                        

Operating Expenses:

                        

Employee compensation and benefits

  2,843,147   2,801,415   8,346,536   8,205,986   2,735,214   2,741,653 

Cost of bowling and other services

  1,583,435   1,547,889   4,626,868   4,523,872   1,602,173   1,536,746 

Cost of food, beverage and merchandise sales

  629,794   611,579   1,635,012   1,658,804   444,032   483,527 

Depreciation and amortization

  240,294   238,026   719,224   712,136   235,178   232,130 

General and administrative

  232,678   226,641   663,917   662,672   268,099   207,660 

Total Operating Expenses

  5,529,348   5,425,550   15,991,557   15,763,470   5,284,696   5,201,716 
                        

Operating Income

  1,913,399   2,200,669   3,220,603   3,495,024   (160,085

)

  239,752 
        

Interest, dividend and other income

  101,150   107,130   297,739   292,596   106,457   105,421 

Change in value of investments

  367,820   -   173,985   -   429,053   238,278 

Earnings before provision for income taxes

  2,382,369   2,307,799   3,692,327   3,787,620 
                    

Provision for income taxes

  576,126   705,000   888,261   552,895 

Earnings before provision for income tax

  375,425   583,451 
        

Provision for income tax

  90,100   143,070 
                        

Net Earnings

 $1,806,243  $1,602,799  $2,804,066  $3,234,725  $285,325  $440,381 
                        

Earnings per share-basic & diluted

 $.35  $.31  $.54  $.63 
                

NET EARNINGS PER SHARE

 $.35  $.31  $.54  $.63 

Net Earnings per share-basic & diluted

  .06   .09 
                        

Weighted average shares outstanding

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

Dividends paid

 $903,170  $877,365  $2,683,706  $2,632,095  $903,170  $877,365 
                        

Per share, dividends paid, Class A

 $.175  $.17  $.52  $.51  $.175  $.17 
                        

Per share, dividends paid, Class B

 $.175  $.17  $.52  $.51  $.175  $.17 

 

The operating results for the thirteen (13) and thirty-nine (39) week periodsperiod ended March 31,September 29, 2019 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)Condensed Consolidated Balance Sheets

(Unaudited)

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

  

Thirteen Weeks Ended

  

Thirty-nine Weeks Ended

 
  

March 31,

  

April 1,

  

March 31,

  

April 1,

 
  

2019

  

2018

  

2019

  

2018

 
                 

Net Earnings

 $1,806,243  $1,602,799  $2,804,066  $3,234,725 

Other comprehensive earnings- net of tax

                

Unrealized (loss) gain on available- for-sale securities net of tax (benefit) of ($132,929) for 13 weeks, and ($41,737) for 39 weeks

  -   (394,356

)

  -   (245,396

)

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

  -   -   -   (3,520)
                 

Comprehensive earnings

 $1,806,243  $1,208,443  $2,804,066  $2,985,809 
  

As of

 
  

September 29,

  

June 30,

 
  

2019

  

2019

 

ASSETS

 

CURRENT ASSETS:

        

Cash and cash equivalents

 $1,124,148  $269,844 

Short-term investments

  134,130   433,249 

Marketable investment securities

  6,474,494   7,029,916 

Inventories

  518,386   518,121 

Prepaid expenses and other

  202,671   740,476 

Income taxes refundable

  446,402   441,402 

TOTAL CURRENT ASSETS

  8,900,231   9,433,008 

LAND, BUILDINGS & EQUIPMENT, net of accumulated depreciation of $40,775,934 and $41,706,408

  18,109,049   18,141,526 
         

OTHER ASSETS:

        

Right to use asset

  1,931,101   - 

Cash surrender value-life insurance

  747,102   747,102 

Other

  67,315   67,315 

TOTAL OTHER ASSETS

  2,745,518   814,417 

TOTAL ASSETS

 $29,754,798  $28,388,951 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

        

Accounts payable

 $417,398  $820,491 

Accrued expenses

  760,134   1,032,823 

Dividends payable

  903,170   903,170 

Other current liabilities

  1,091,804   308,794 

TOTAL CURRENT LIABILITIES

  3,172,506   3,065,278 

Lease liability

  1,787,424   - 

DEFERRED INCOME TAXES

  1,492,547   1,403,507 

TOTAL LIABILITIES

  6,452,477   4,468,785 
         

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 

Retained earnings

  14,932,116   15,549,961 

TOTAL STOCKHOLDERS' EQUITY

  23,302,321   23,920,166 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $29,754,798  $28,388,951 

The operating results for the thirteen (13) and thirty-nine (39) week periods ended March 31, 2019 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 SheetsCONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

 

  

As of

 
  

March 31,

  

July 1,

 
  

2019

  

2018

 

ASSETS

 

CURRENT ASSETS:

        

Cash and cash equivalents

 $2,381,770  $1,008,433 

Short-term investments

  630,720   333,029 

Marketable investment securities

  6,857,904   6,641,650 

Inventories

  556,356   490,456 

Prepaid expenses and other

  543,368   760,561 

Income taxes refundable

  361,323   192,298 

TOTAL CURRENT ASSETS

  11,331,441   9,426,427 

LAND, BUILDINGS & EQUIPMENT

        

Net of accumulated depreciation of $41,434,454 and $41,264,023

  18,369,161   18,698,651 

OTHER ASSETS:

        

Cash surrender value-life insurance

  717,733   717,733 

Other

  67,315   66,315 

TOTAL OTHER ASSETS

  785,048   784,048 

TOTAL ASSETS

 $30,485,650  $28,909,126 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

        

Accounts payable

 $552,430  $806,487 

Accrued expenses

  744,297   1,107,226 

Dividends payable

  903,170   877,365 

Other current liabilities

  2,351,965   305,236 

TOTAL CURRENT LIABILITIES

  4,551,862   3,096,314 

LONG-TERM DEFERRED COMPENSATION

  -   17,440 

DEFERRED INCOME TAXES

  1,355,558   1,311,697 

TOTAL LIABILITIES

  5,907,420   4,425,451 
         

COMMITMENTS AND CONTINGENCIES (Note 3)

        
         

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

  16,208,025   14,010,725 

TOTAL STOCKHOLDERS' EQUITY

  24,578,230   24,483,675 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $30,485,650  $28,909,126 
  

Thirteen Weeks Ended

 
  

September 29,

  

September 30,

 
  

2019

  

2018

 

Cash Flows From Operating Activities

        

Net income

 $285,325  $440,381 

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

        

Depreciation and amortization

  235,178   232,130 

Amortization of right to use asset

  46,422   - 

Increase in deferred taxes

  89,040   60,070 

Unrealized gain on marketable securities

  (424,849

)

  (238,278

)

Net purchases of marketable securities

  (10,242

)

  (13,515

)

Gain on sale of trading securities

  (9,487

)

  - 

Changes in assets and liabilities

        

Increase in inventories

  (265

)

  (70,153

)

Decrease in prepaid & other

  537,805   429,378 

Decrease in accounts payable

  (403,093

)

  (385,483

)

Decrease in accrued expenses

  (272,689

)

  (387,061

)

(Increase) decrease in income taxes refundable

  (5,000

)

  56,000 

Increase in other current liabilities

  635,914   664,539 

Decrease in lease liability

  (43,003

)

  - 

Net cash provided by operating activities

  661,056   788,008 
         

Cash Flows From Investing Activities

        

Net expenditures for land, building and equipment

  (202,701

)

  (7,689

)

Net sales & maturities of short-term investments

  299,119   99,121 

Proceeds from sale of securities

  1,000,000   - 

Net cash provided by investing activities

  1,096,418   91,432 
         

Cash Flows From Financing Activities

        

Payment of cash dividends

  (903,170

)

  (877,365

)

Net cash used in financing activities

  (903,170

)

  (877,365

)

         

Net Change in Cash and Equivalents

  854,304   2,075 
         

Cash and Cash Equivalents, Beginning of period

  269,844   1,008,433 
         

Cash and Cash Equivalents, End of period

 $1,124,148  $1,010,508 
         
         

Supplemental Disclosures of Cash Flow Information

        

Cash Paid During the Period for:

        

Income taxes

 $5,000  $27,000 

 

See notes to condensed consolidated financial statements.

 


 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)STOCKHOLDERS' EQUITY

 

  

Thirty-nine Weeks Ended

 
  

March 31,

  

April 1,

 
  

2019

  

2018

 

Cash Flows From Operating Activities

        

Net earnings

 $2,804,066  $3,234,725 

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

        

Depreciation and amortization

  719,224   712,136 

Increase in deferred taxes

  43,861   - 

Unrealized gain on marketable investment securities

  (173,985

)

  - 

Net purchases of marketable investment securities

  (42,269

)

  - 

Gain on sale of available-for-sale securities

  -   (8,531

)

Provisional estimate for reduction in deferred tax from tax act

  -   (604,190

)

Changes in assets and liabilities

        

(Increase) decrease in inventories

  (65,900

)

  32,543 

Decrease in prepaid & other

  216,193   64,173 

(Decrease) increase in accounts payable

  (254,057

)

  (76,920

)

Decrease in accrued expenses

  (362,929

)

  (311,170

)

(Decrease) increase in income taxes payable

  (169,025

)

  35,454 

Decrease in long-term deferred compensation

  (17,440

)

  - 

Increase in other current liabilities

  2,046,729   1,924,203 

Net cash provided by operating activities

  4,744,468   5,002,423 
         

Cash Flows From Investing Activities

        

Expenditures for land, building and equip

  (389,734

)

  (712,861

)

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

  (297,691

)

  (176

)

Proceeds from sale of available-for-sale securities

  -   1,000,000 

Purchases of marketable securities

  -   (141,095

)

Net cash (used in) provided by

        

Investing activities

  (687,425

)

  145,868 
         

Cash Flows From Financing Activities

        

Payment of cash dividends

  (2,683,706

)

  (2,632,095

)

         

Net cash used in financing activities

  (2,683,706

)

  (2,632,095

)

         

Net Increase in Cash and Equivalents

  1,373,337   2,516,196 
         

Cash and Equivalents, Beginning of period

  1,008,433   604,671 
         

Cash and Equivalents, End of period

 $2,381,770  $3,120,867 
         
         

Supplemental Disclosures of Cash Flow Information

        

Cash Paid During the Period for:

        

Income taxes

 $997,300  $1,119,800 
  

COMMON STOCK

      

Accumulated

     
  

Class A

Shares

  

Class A

Amount

  

Class B

Shares

  

Class B

Amount

  

Additional

Paid-In

Capital

  

Other

Comprehensive Earnings

  

Retained

Earnings

 

Balance, July 1, 2018

  3,746,454  $374,645   1,414,517  $141,452  $7,854,108  $2,102,745  $14,010,725 

Cash dividends paid

  -   -   -   -   -   -   (903,170

)

Reclassification of unrealized gain on available-for-sale securities from other comprehensive income to retained earnings  -   -   -   -   -   (2,102,745

)

  2,102,745 

Net earnings for the quarter

  -   -   -   -   -   -   440,381 

Balance, September 30, 2018

  3,746,454  $374,645   1,414,517  $141,452  $7,854,108  $0  $15,650,681 

 

See

  

COMMON STOCK

      

Accumulated

     
  

Class A

Shares

  

Class A

Amount

  

Class B

Shares

  

Class B

Amount

  

Additional

Paid-In

Capital

  

Other

Comprehensive

Earnings

  

Retained

Earnings

 

Balance, June 30, 2019

  3,746,454  $374,645   1,414,517  $141,452  $7,854,108  $-  $15,549,961 

Cash dividends paid

  -   -   -   -   -   -   (903,170

)

Net earnings for the quarter

  -   -   -   -   -   -   285,325 

Balance, September 29, 2019

  3,746,454  $374,645   1,414,517  $141,452  $7,854,108  $-  $14,932,116 

The accompanying notes to condensedthe consolidated financial statements are an integral part of these financial statements.

 


 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Thirteen and Thirty-nine Weeks Ended

March 31,September 29, 2019

(Unaudited)

(Unaudited)

 

 

1.  Basis for Presentation

 

The accompanying unaudited condensed consolidated financial statements of Bowl America Incorporated and subsidiaries (collectively, the(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 1, 2018June 30, 2019 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 July 1, 2018.June 30, 2019.

 

 

2.  Investments

 

The Company’s investments are categorized as available-for-sale.current assets. Short-term investments consist of certificates of deposits and Treasurytreasury 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 March 31,September 29, 2019 and July 1, 2018June 30, 2019 were as follows:

 

March 31, 2019

Description

 

 

Fair Value

  

 

Cost basis

  

Unrealized Gain/

(loss)

 

Certificates of deposits and Treasury bills

 $630,720  $630,720  $- 

Equity securities

 $4,965,174  $1,279,914  $3,685,260 

Mutual fund

 $1,892,730  $1,906,564  $(13,834)

July 1, 2018

Description

 

 

Fair Value

  

 

Cost basis

  

Unrealized Gain/

(loss)

 

Certificates of deposits

 $333,029  $333,029  $- 

Equity securities

 $4,816,804  $1,279,914  $3,536,890 

Mutual fund

 $1,824,846  $1,864,296  $(39,450)
September 29, 2019            

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

(Loss)

 

Short-term investments

 $134,130  $134,130  $- 

Equity securities

 $5,522,733  $1,279,914  $4,242,819 

Mutual funds

 $951,761  $941,141  $10,620 
June 30, 2019            

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

 

Short-term investments

 $433,249  $433,249  $- 

Equity securities

 $5,100,341  $1,279,914  $3,820,427 

Mutual funds

 $1,929,575  $1,921,413  $8,162 

 


 

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

 

March 31, 2019

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

 

Significant

Unobservable

Inputs

(Level 3)

 
             

Certificates of deposits and Treasury bills

 $-  $630,720  $- 

Equity securities

  4,965,174   -   - 

Mutual fund

  1,892,730   -   - 
             

Total

 $6,857,904  $630,720  $- 

July 1, 2018

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

 

Significant

Unobservable

Inputs

(Level 3)

 
September 29, 2019    Significant     

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
            

Certificates of deposits and Treasury Bills

 $-  $134,130  $- 

Equity securities

  5,522,733   -   - 

Mutual funds

  951,761   -   - 
            

Total

 $6,474,494  $134,130  $- 

June 30, 2019

    Significant     

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
                        

Certificates of deposits

 $-  $333,029  $-  $-  $433,249  $- 

Equity securities

  4,816,804   -   -   5,100,341   -   - 

Mutual fund

  1,824,846   -   - 

Mutual funds

  1,929,575   -   - 
                        

Total

 $6,641,650  $333,029  $-  $7,029,916  $433,249  $- 

 

The shares of common stock included in the equity securities portfolio as of March 31, 2019 were:includes the following stocks:

 

AT&T shares

  82,112 

Manulife shares

  2,520 

Uniti Group shares (formerly CSAL)

  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

  135 

 

 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-15 reverse stock split reducing Bowl America’s holdings to 300 shares from 4,508.

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.     Leasing arrangements

As of September 29, 2019, the Company leases one bowling center.  The lease is classified as an operating lease in accordance with ASU 2016-02.  For the first quarter ended September 29, 2019, the Company recorded amortization of its right to use asset under the related lease of $46,422 which is included as a component of rent expense.  The related lease liability at September 29, 2019 was $1,934,520. The current portion of the lease liability of $147,096 is included in other current liabilities on the accompanying condensed consolidated balance sheet. 

4.  Commitments and Contingencies

 

The Company’s purchase commitments at March 31,September 29, 2019, are for materials, supplies, services and equipment as part of the normal course of business.

 


 

4.5.  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 post-retirementpostretirement 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. The Company adopted this standard effective July 2, 2018. The Company also reclassified all of its marketable equity securities as current assets on consolidated balance sheets. The following table summarizes the impact of the adoption on 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. The Company is inadopted this standard effective July 1, 2019. The result was the processrecognition of evaluatinga right to use asset of $1,977,523 and a corresponding lease liability for the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures.same amount.

 

In May 2014, the 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 the 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.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. As part of the FASB's disclosure framework project, it has eliminated, amended and added disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of any interim or annual reporting period.  The Company does not believe it will materially impact the disclosures.

 

 

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, 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;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, the equity securitiescommon 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. 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 $5,000,000$5,300,000 in dividends, the majority of which received favorablewere tax treatmentfavored in the form of a dividends received deductionexclusion from federal taxable income. While the deductionexclusion continues into this fiscal year the Tax Cuts and Jobs Act (“Tax Act”) reduces the percent deductible.excludable. 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 31,September 29, 2019 was approximately $4,965,000 and on July 1, 2018$5.5 million. The value of securities held at June 30, 2019 was approximately $4,817,000.$5.1 million. Effective July 2, 2018 these securities were reclassified to current assets from long-term marketable securities.

 

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.$1,400,000 and has been viewed as a reserve source of income as stated above. The fund is carried at fair value on the last day of the reporting period. At March 31,September 29, 2019, the value was approximately $1,893,000 and at July 1, 2018,$952,000. In August 2019 approximately $1,000,000 of the valuefund was $1,825,000.redeemed to meet the August 2019 dividend payment.

 

Short-term investments including any Certificates of Deposits, Treasury Bills and cash and cash equivalents totaled $3,012,000$1,258,278 at the end of the fiscal third quarter ofSeptember 29, 2019 compared to $1,341,000$703,093 at July 1, 2018.June 30, 2019.

 

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.

 

The Company closed its leased Mathis Avenue location in Manassas, Virginia, which had been operating with a negative cash flow, on July 28, 2019. Most of the equipment was transferred to our other locations.

In

During the nine-monththree-month period ended March 31,September 29, 2019, the Company expended approximately $389,000$203,000 for the purchase of building, entertainment and restaurant equipment. The Company has no long-term debt and has nocurrent 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 nine-monthfirst quarter decreases in the categories of Prepaid expenses and other and of Accounts Payable and Accrued Expenses arewere attributable primarily due to seasonalthe 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 31,September 29, 2019, league deposits of approximately $1,946,000$766,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the thirty-ninethirteen weeks ended March 31,September 29, 2019 was $4,744,000$661,000 which, along with cash on hand and the redemption of a portion of the GNMA fund, mentioned above, was sufficient to meet day-to-day cash needs and pay dividends. Cash dividends of approximately $903,000,$903,170, or $.175 per share, were paid to shareholders during the quarterthree-month period ended March 31, 2019, and the nine months total was approximately $2,684,000 or $.52 per share.September 29, 2019.  In MarchSeptember 2019, the Company declared a regular quarterly dividend of $.175 per share, payable May 15, 2019 to shareholders of record on April 18,November 14, 2019.  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 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. The Company currently operates 18 bowling centers, 16 of which are owned by the Company and 2 of which are leased centers. In March 2019, the Company elected not to renew the lease for its bowling center in Manassas due to the performance at the center. The lease terminates August 31, 2019.

 

RESULTS OF OPERATIONS

 

The following tables settable sets forth the items in our consolidated summary of operations for the fiscal quarters and year-to-date periods ended March 31,September 29, 2019 and April 1,September 30, 2018, and the dollar and percentage changes therein.

 

 

Thirteen weeks ended

  

Thirteen weeks ended

 
 

March 31, 2019 and April 1, 2018

  

September 29, 2019 and September 30, 2018

 
 

Dollars in thousands

  

Dollars in thousands

 
 

2019

  

2018

  

Change

  

% Change

  

2019

  

2018

  

Change

  

% Change

 

Operating Revenues:

                                

Bowling and other

 $5,258  $5,423  $(165

)

  (3.0

)

 $3,610  $3,833  $(223

)

  (5.8

)

Food, beverage and merchandise sales

  2,185   2,203   (18

)

  (0.8

)

  1,515   1,608   (93

)

  (5.8

)

Total Operating Revenue

  7,443   7,626   (183

)

  (2.4

)

  5,125   5,441   (316

)

  (5.8

)

Operating Expenses:

                                

Employee Compensation and benefits

  2,843   2,801   42   1.5   2,736   2,741   (5

)

  (0.2

)

Cost of bowling and other services

  1,583   1,548   35   2.3   1,602   1,537   65   4.2 

Cost of food, beverage and merchandise sales

  630   611   19   3.1   444   483   (39

)

  (8.1

)

Depreciation and amortization

  240   238   2   0.8   235   232   3   1.3 

General and administrative

  233   227   6   2.6   268   208   60   28.8 

Total Operating Expenses

  5,529   5,425   104   1.9 

Operating Income

  1,914   2,201   (287

)

  (13.0

)

  5,285   5,201   84   1.6 
                

Operating (loss) income

  (160

)

  240   (400

)

  (166.7

)

                

Interest, dividend and other income

  101   107   (6

)

  (5.6

)

  106   105   1   0.1 

Change in value of marketable investment securities

  367   -   367   100.0 
            

Earnings before taxes

  2,382   2,308   74   3.2 

Change in market value of marketable securities

  429   238   191   80.3 

Earnings before income taxes

  375   583   (208

)

  (35.7

)

Income taxes

  576   705   (129

)

  (18.2

)

  90   143   (53

)

  (37.1

)

Net Earnings

 $1,806   1,603   203   12.7  $285  $440  $(155

)

  (35.2

)

 


 

  

Thirty-nine weeks ended

 
  

March 31, 2019 and April 1, 2018

 
  

Dollars in thousands

 
  

2019

  

2018

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $13,501  $13,656  $(155

)

  (1.1

)

Food, beverage and merchandise sales

  5,711   5,602   109   1.9 

Total Operating Revenues

  19,212   19,258   (46

)

  (0.2

)

Operating Expenses:

                

Employee Compensation and benefits

  8,346   8,206   140   1.7 

Cost of bowling and other services

  4,627   4,524   103   2.3 

Cost of food, beverage and merchandise sales

  1,635   1,659   (24

)

  (1.5

)

Depreciation and amortization

  719   712   7   1.0 

General and administrative

  664   662   2   0.3 

Total Operating Expenses

  15,991   15,763   228   1.5 

Operating income

  3,221   3,495   (274

)

  (7.8

)

Interest, dividend and other income

  297   293   4   1.4 

Change in value of marketable investment securities

  174   -   174   100.0 
                 

Earnings before taxes

  3,692   3,788   (96

)

  (2.5

)

Income taxes

  888   553   335   60.6 

Net Earnings

 $2,804  $3,235  $(431

)

  (13.3

)

Net earnings were $1,806,243 or $.35 per share forFor the thirteen week period and $2,804,066,ended September 29, 2019, net earnings were $285,325, or $.54$.06 per share and for the thirty-nine weekprior year period ended March 31, 2019 and included increases of $367,820 and $173,985 in the fair value of marketable investment securities, respectively, attributable to the change in accounting standards effective July 2, 2018.  

For the thirteen-week and thirty-nine week periods ended April 1,September 30, 2018 net earnings were $1,602,799$440,000 or $.31$.09 per share and $3,234,725 or $.63 per share, respectively, helped by a one time required reporting adjustment to the Company’s deferred tax account due to the Tax Act.share. Eighteen centerslocations were in operation in boththe first month of the current year quarter, before the Manassas closing mentioned above, and throughout the prior year quarters.

quarter. Expenses related to closing were approximately $104,000 in the quarter. The bowling business is seasonal and the first quarter which includes summer months is typically the slowest. Management believes that good weather and rain free weekends throughout much of the first quarter of fiscal 2020 contributed to a decline in open play bowling. The operating results for the fiscal 2019 periods2020 period included in this report are not necessarily indicative of results to be expected for the year.

 

Operating Revenues

 

Total operating revenues decreased $183,0005.8% or $316,000 to $7,443,000$5,125,000 in the most recentthirteen-week period ended September 29, 2019, compared to an increase of 3.3% or $177,000 to $5,441,000 in the three-month period ended September 30, 2018.  Bowling and other revenue decreased $223,000 or 5.8% in the current year fiscal quarter compared to an increase of $135,000 to $7,626,000 in the three-month period ended April 1, 2018.  The current fiscal nine month period operating revenues were down $46,000 versus an increase of $468,000$85,000 or 2.3% in the comparable nine month period aprior year ago.  Bowling and other revenue decreased $165,000 in the quarter and $155,000 year-to-date for the periods ended March 31, 2019 versus increases of $124,000 in the quarter and $401,000 for the nine-month period ended April 1, 2018.

quarter. Food, beverage and merchandise sales decreased $18,000were down $93,000 or 0.8%5.8% in the current year quarter and were up $109,000compared to an increase of $92,000 or 1.9%6.0% in the nine-month period.prior year comparable quarter.  Cost of sales increased 3.1%decreased $39,000 in the fiscal three months and decreased 1.5% in the nine month periods ended March 31, 2019.current year three-month period.

 

Operating Expenses

 

Operating expenses increased $104,000$84,000 or 1.9% and $228,000 or 1.5%1.6% to $5,285,000 in the current three month and nine-month periods versus decreasesthree-month period ended September 29, 2019 compared to an increase of $45,000$133,000 or 0.8% and $136,000 or 0.9%, respectively,2.6% to $5,201,000 in the three and nine month periods last year.prior year quarter ended September 30, 2018.  Employee compensation and benefits forwere down $5,000 or 0.2% and up $57,000 or 2.1% in the fiscal first quarters of 2020 and 2019, third quarter were up $42,000 or 1.5% and $140,000 or 1.7% in the nine month period partially the result of increased overtime in the current tight labor market. In the comparable prior year quarter there was an increase of $19,000 or 0.7% and the nine month period ended April 1, 2018 showed an increase of $5,000 or 0.1%.respectively. 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 increased $35,000 and $103,000$65,000 or 2.3%4.2% in both the three month and nine month periodsquarter ended March 31,September 29, 2019 respectively. In the prior year comparable three month and nine month periods the same category showed a decline of $12,000 or 0.8% andversus an increase of $23,000$69,000 or 0.5%, respectively. In4.7% in the thirty-nine weekscomparable quarter ended March 31, 2019, maintenanceSeptember 30, 2018. Maintenance and repair costs increased $38,000$15,000 or 7.5% and $11,000 or 5.6% primarily due to roof repairs and changeover to LED lighting in signs and parking lot lights. Advertising costs during the current year thirty-nine week periodand prior year quarters, respectively. Both the current and prior year periods included roof and building repairs at several locations. Advertising costs decreased $19,000 or 18.4% in the quarter ended March 31, 2019, were up $33,000 or 13.7% due to a social media campaign. For the fiscal nine-month period ended March 31, 2019 utilitySeptember 29, 2019.  Utility costs were down $22,000flat in the current period versus a decrease of $8,000 or 2.0 % primarily due to lower electric costs.2.0% in the prior year quarter. Supplies and services expenses were flat for the current nine month period.

Insurance expense excluding health insurance decreased less than 1.0%up $26,000 or 15.8% in part related to closing costs at Manassas in the current year-to-dateyear period versus an increase of 5.7%and were flat in last year’s comparablethe prior period.

 

Depreciation and amortization expense was up 1.0% in the current nine-monthincreased $3,000 or 1.3% period ended September 29, 2019 due to increased capital expenditurespurchases.

The quarter ended September 29, 2019 resulted in a net operating loss of $160,000 which includes approximately $104,000 in one-time expenses related to the closing of the Manassas location. Operating income was $240,000 in the prior year and down 14.0% in the prior year comparable period when a large group of assets became fully depreciated.

As a result of the above, the nine-month period of fiscal 2019 resulted in operating income of $3,220,603 compared to operating income of $3,495,024 in the prior year comparable nine-month period.

 

Interest,Dividend and OtherIncome

 

Interest, dividend and other income increased $5,000$1,000 to $106,000 in the fiscal 2019 nine-monththree month period and decreased $22,000 in the comparable 2018 year-to-date period, respectively.ended September 29, 2019.

 

Income TaxesIncome taxes

 

The Tax Act of December 2017 reduced the federal corporate tax rate from 34% to 21%. Taxes for both the fiscalcurrent year and prior year quarters ended September 29, 2019 periodsand September 30, 2018 reflect the reduced federal rate resulting in an effective tax rate of approximately 24%. In fiscal 2018’s comparable periods the provisions call for a blended tax rate for fiscal year companies resulting in an effective rate of approximately 30.5%. In addition the Tax Act required an adjustment to the Company’s deferred tax account in the second quarter of fiscal 2018 resulting in credits to income tax expense for both the quarter and nine month period. During the second quarter of the prior fiscal year the Company recorded provisional discrete tax benefits of $604,190 related to the Tax Act.  The resulting adjustment increased the prior year-to-date earnings per share by 11.7 centsrate.

 

 

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’s balance sheet under the captions of Short termShort-term investments and Marketable investment securities.  The Company exercises judgment in determining their fair value.  The Company records these investments at their fair value with the unrealized gain or loss recorded in income or loss in the 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’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 Interim Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures are effective based on theher evaluation of such controls and procedures as of March 31,September 29, 2019. 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 31,September 29, 2019, 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 14,November 12, 2019 (furnished herewith)

  

  

31

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

32

Written Statement of the Interim 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 31,September 29, 2019 in eXtensible Business Reporting Language


SIGNATURES

 

 

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 14,November 12, 2019

By:

By: /s/ Cheryl AA. Dragoo

  

Cheryl A. Dragoo, Interim CEO and CFO

 

1413