SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 201329, 2014                        Commission file Number 1-7829

 

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter.)

 

MARYLAND                                                 54-0646173

(State of Incorporation)               (I.R.S. Employer Identification No.)

 

6446 Edsall Road, Alexandria, Virginia         22312

(Address of principal executive offices) (Zip Code)

 

(703) 941-6300

Registrant's telephone number, including area code

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Class

 

Name of Exchange on which registered

Class A Common stock (par value $.10)

 

NYSE MKT

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. YES [ ] NO [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. YES[ ] NO [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodshorterperiod that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YES [X] NO [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K, (Section(Section 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Kor any amendments to this Form 10-K. [ ]

 

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

 


 

Large Accelerated Filer [ ]

Accelerated Filer [ ]

 

 Accelerated Filer [ ]

 

Non-accelerated Filer [ ]

Smaller reporting company [X]

 


Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).
YES.YES [ ] NO [X]

 

As of December 28, 2012,29, 2013, which was the last business day of the registrant's most recently completed second quarter, 3,683,0093,746,454 Class A common shares were outstanding, and the aggregate market valueof the Class A common shares (based upon the closing price of these shares on the NYSE MKTofMKT)of Bowl America Incorporated held by non-affiliates of the registrant was approximately $33$35 million.As of that date 1,468,4621,414,517 Class B common shares were outstanding. Class B common shareholders havethe right to convert their Class B common stock to Class A common stock on a share for share basis. If theall ofthe Class B shares were converted to Class A shares as of December 28, 2012,29, 2013, the total aggregate market valuemarketvalue for both classes of common stock held by non-affiliates would be approximately $39$37 million.

 

Indicate the number of shares outstanding of each of the registrant’s

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

 

Shares outstanding at

September 15, 2013

2014

Class A Common Stock

$.10 par value

3,746,454

Class B Common Stock

         

$.10 par value

 1,414,517

 

 
 

 

 

 DOCUMENTS INCORPORATED BY REFERENCE

 

     Portions of registrant's definitive proxy statement, which will be filed with the Commission not later than 120 days after June 30, 2013,29, 2014, are incorporated by reference into Part III of this Form 10-K. The Selected Financial Data (Item 6), Management’s Discussion & Analysis (Item 7), financial statementsFinancial Statements (Item 8) and Management’s Annual Report on Internal Control Over Financial Reporting (Item 9A) attached to this filing as exhibits are incorporated herein by reference.

 

 
 

 

  

BOWL AMERICA INCORPORATED

INDEX TO FISCAL 20132014 10-K FILING

 

PART I

PART I

 Page

  

ITEM 1.

Business

 

(a)

General Development of Business

1

(b)

Financial Information about Industry Segments

1

(c)

Narrative Description of Business

1

(d)

Financial Information about Geographic Areas

1

  

ITEM 2.

Properties

2

  

ITEM 3.

Legal Proceedings

2

  

ITEM 4.

Mine Safety Disclosures

2

  

PART II

 
  

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    2
  

ITEM 6.

Selected Financial Data

3

  

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

  3
  

ITEM 8.

Financial Statements and Supplementary Data

3

  

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    3
  

ITEM 9A

Controls and Procedures

3

PART III

 
  

ITEM 10.

Directors, Executive Officers and Corporate Governance

4

  

ITEM 11.

Executive Compensation

4

  

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  4
  

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

4

  

ITEM 14.

Principal Accountant Fees and Services

4

  

PART IV

 
  

ITEM 15.

Exhibits and Financial Statement Schedules

 

(a)

Financial Statements

5

(b)

Exhibits

5

  

Signatures

6-7

 

 
 

 

 

PART I

 

ITEM 1. BUSINESS

 

         (a)    General Development of Business

         Bowl America Incorporated (herein referred to as the “Company”) was incorporated in 1958. The Company commenced business with one bowling center in 1958, and at the end fiscal year 2013,2014, the Company and its wholly-owned subsidiaries operated 18 bowling centers. Bowl America Winter Park located in metropolitan Orlando, Florida, operatingwhich operated with a negative cash flow, was sold for $2,850,000 on May 30, 2013.

 

         (b)   Financial Information about Industry Segments

         The Company operates in one segment. Its principal source of revenue consists of fees charged for the use of bowling lanes and other facilities and from the sale of food and beverages for consumption on the premises. At the end of the fiscal year 2013,2014, the Company had operating revenues from continuing operations of approximately $23.9$22.8 million, and approximately $37$34 million in total assets. Merchandise sales, including food and beverages, were approximately 29% of operating revenues. The balance of operating revenues (approximately 71%) represents fees for bowling and related services. Earnings per share for fiscal 20132014 were $0.61, including $0.32 cents per share from the after tax gain on the sale and discontinued operation of the Bowl America Winter Park location of $1,669,449.$0.27.

 

         (c)   Narrative Description of Business

         As of September 1, 20132014 the Registrant and its subsidiariesCompany operated 10 bowling centers in the greater metropolitan area of Washington, D.C., one bowling center in the greater metropolitan area of Baltimore, Maryland, three bowling centers in the greater metropolitan area of Jacksonville, Florida, and four bowling centers in the greater metropolitan area of Richmond, Virginia. These 18 bowling centers contain a total of 726 lanes.

 

         These establishments are fully air-conditioned with facilities for service of food and beverages, game rooms, rental lockers, and meeting room facilities. All centers provide shoes for rental, and bowling balls are provided free. In addition, each center retailssells retail bowling accessories. Most locations are equipped for glow-in-the-dark bowling, popular for parties and non-league bowling.

 

         The bowling equipment essential for the Company's operation is readily available. The Company’s major source of its equipment is Brunswick Corporation.

 

         The bowling business is a seasonal one, and most of the business takes place from October through May. It is highly competitive, but the Company has managed to maintain its position in the markets in which it operates. The principal method of competition is the quality of service furnished to the Company's customers. Its primary competitors are Brunswick Corporation, a large bowling equipment manufacturer, and Bowlmor AMF.

 

         Compliance with federal, state and local environmental protection laws has not materially affected the Company.

 

         The number of persons employed by the Company and its subsidiaries is approximately 500 including approximately 250 full time employees.

 

         (d)   Financial Information about Geographic Areas

 

         The Company has no foreign operations.

 

 
-1-

 

 

ITEM 2. PROPERTIES

 

         The Company owns its general offices which are located at 6446 Edsall Road, Alexandria, Virginia 22312.

 

         Two of the Company's bowling centers are located in leased premises, and the remaining sixteen centers are owned by the Company. As of August 2, 2013, theThe Company's leases expire from 2014 through 2019.in fiscal year 2020. The specific locations of the bowling centers are discussed under Item 1(c).

 

ITEM 3. LEGAL PROCEEDINGS

 

         There are no material pending legal proceedings other than ordinary routine litigation incidental to the business.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

PART II

 

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

 Market Information

         The principal market on which the Company's Class A Common Stock is traded is the NYSE MKT. The

Company'sTheCompany's Class B Common Stock is not listed on any exchange and is not publicly traded. Each share of Class B Common Stock can be converted to one share of Class A Common Stock at any time.

 

         The table below presents the high and low sales price of the Company's Class A Common Stock in each quarter of fiscal years 20132014 and 2012.

 

2013

 

1st Qtr

  

2nd Qtr

  

3rd Qtr

  

4th Qtr

 
                 

High

 $13.50  $13.24  $13.61  $13.25 

Low

 $11.84  $11.60  $12.00  $12.32 

 

2012

 

1st Qtr

  

2nd Qtr

  

3rd Qtr

  

4th Qtr

 
                 

High

 $13.50  $13.33  $14.85  $13.81 

Low

 $12.07  $12.09  $12.49  $12.50 
2013.

  

2014

 

1st Qtr

  

2nd Qtr

  

3rd Qtr

  

4th Qtr

 
                 

High

 $14.35  $15.34  $15.50  $15.50 

Low

 $13.01  $13.55  $13.65  $14.04 

2013

 

1st Qtr

  

2nd Qtr

  

3rd Qtr

  

4th Qtr

 
             

High

 $13.50  $13.24  $13.61  $13.25 

Low

 $11.84  $11.60  $12.00  $12.32 

Holders

      As of June 30, 2013,July 15, 2014, the approximate number of holders of record of the Company's Class A Common Stock was 312304 and of the Company's Class B Common Stock was 23.22.

 

 Cash Dividends

      The table below presents the quarterly cash dividends per share of Class A Common Stock and Class B Common Stock paid, and the quarter in which the payment was made during fiscal 20132014 and 2012.2013.

 

Class A Common Stock 

Quarter

 

2014 

  

2013 

 
         

First

  16.5 cents   16 cents 

Second

  16.5 cents   83 cents 

Third

  16.5 cents   0 cents 

Fourth

  16.5 cents   16.5 cents 

Class A Common Stock

Quarter

2013

2012

   

First

16 cents

16 cents

Second

83 cents

16 cents

Third

0 cents

16 cents

Fourth

16.5 cents

16 cents

 

 
-2-

 

 

Class B Common Stock

Quarter

2013

2012

   

First

16 cents

16 cents

Second

83 cents

16 cents

Third

0 cents

16 cents

Fourth

16.5 cents

16 cents

Class B Common Stock 

Quarter

 

2014

  

2013 

 
         

First

  16.5 cents   16 cents 

Second

  16.5 cents   83 cents 

Third

  16.5 cents   0 cents 

Fourth

  16.5 cents   16.5 cents 

 

       The Board of Directors decides the amount and timing of any dividend at its quarterly meetings based on its appraisal of the state of the business, the economic climate and estimate of future opportunities at such time.

 

 

ITEM 6. SELECTED FINANCIAL DATA

 

         The information is set forth in the section of Exhibit 99(a) entitled "Selected Financial Data" on page 14 of this Form 10-K and is incorporated herein by reference. Such information should be read in conjunction with the audited financial statements.

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

 

         The information is set forth in the section of Exhibit 99(b) entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Pages 9 through 12 of this Form 10-K and is incorporated herein by reference.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and notes thereto are set forth in Exhibit 99(c) on pages 15 through 27 of this Form 10-K and is incorporated herein by reference.

         Supplementary data is not required.

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE

              

None

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

         The Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company's disclosure controls and procedures were effective as of June 30, 2013.29, 2014. Additionally, the Company’s officers concluded that the Company’s disclosure controls and procedures were effective as of June 30, 201329, 2014 to ensure that information required to be disclosed in the reports filed under the Exchange Act was accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

 
-3-

 

 

Internal Control over Financial Reporting

 

         (a) Management’s Annual Report on Internal Control Over Financial Reporting

 

         In accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308(a) of Regulation S-K, the report of management on the Company’s internal control over financial reporting is set forth in Exhibit 99(d) in this Annual Report on Form 10-K and is included herein by reference.

 

         (b) Changes in Internal Control Over Financial Reporting

 

         There was no change in the Company’s internal control over financial reporting that occurred during the fourth quarter ended June 30, 201329, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART III

 

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

         Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item regarding directors and executive officers is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 

ITEM 11. EXECUTIVE COMPENSATION

 

         Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not laterthan 120 days after the end of the fiscal year covered by this report.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

         Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not laterthan 120 days after the end of the fiscal year covered by this report.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEDIRECTORINDEPENDENCE

 

         Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not laterthan 120 days after the end of the fiscal year covered by this report.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

          Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not laterthan 120 days after the end of the fiscal year covered by this report.

  

 
-4-

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         (a)  Financial Statements

               The following consolidated financial statements of Bowl America Incorporated and its subsidiaries areincorporatedare incorporated by reference in Part II, Item 8:

 

               Report of Independent Registered Public Accounting Firm

 

               Consolidated balance sheets as of June 29, 2014 and June 30, 2013 and July 1, 2012

 

               Consolidated statements of earnings and comprehensive earnings - years ended June 29, 2014 and June 30, 2013 and July 1, 2012

 

               Consolidated statements of stockholders' equity - years ended June 29, 2014 and June 30, 2013 and July 1, 2012

 

               Consolidated statements of cash flows - years ended June 29, 2014 and June 30, 2013 and July 1, 2012

 

               Notes to the consolidated financial statements - years ended June 29, 2014 and June 30, 2013 and July 1, 2012

 

         (b) Exhibits:

               3(i)a Articles of Incorporation of the Registrant and amendments through December 19881994 thereto(Incorporated by reference from exhibit number 3 to the Annual Report for 1989 on Form 10-K forfiscal year ended July 2, 1989.1995.)

 

               3(i)b Amendment to and restatement of Article FIFTH (b) III 2.2 of the Registrant's Articles ofIncorporationof Incorporation (Incorporated by reference from the Registrant's Form 8-K filed December 9, 1994.)

 

               3(ii) By-laws of the Registrant (Incorporated by reference from exhibit 3 to the Registrant’s AnnualReportAnnual Report on Form 10-K for fiscal year ended July 2, 1989.)

 

               10.1     Amended Employment Agreement, dated as of June 18, 2013, between the Company andLeslie H. Goldberg (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 19, 2013).

 

               10.2     Amended Employment Agreement, dated as of October 19, 2012, between the Company and Cheryl A.DragooA. Dragoo (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 19, 2012).

 

               20  Press release dated September 26, 201325, 2014

 

               21 Subsidiaries of registrant (Incorporated by reference from exhibit number 1 to the Registrant'sAnnual Report on Form 10-K for fiscal year ended June 30, 2002.)

 

               31.1 Written statement of Chief Executive Officer (Rule 13a-14a Certification)

               31.2 Written statement of Chief Financial Officer (Rule 13a-14a Certification)

               32 Written statement of Chief Executive and Chief Financial Officers (Section 1350 Certifications)

 

               99(a) Selected Financial Data (Item 6), set forth as page 14 hereof

 

               99(b) Management’s Discussion & Analysis of Financial Condition and Results of Operations (Item 7),set forth as pages 9-12 hereof

 

               99(c) Consolidated Financial Statements (Item 8), set forth as pages 15-27 hereof

 

               99(d) Management’s Annual Report on Internal Control Over Financial Reporting, (Item 9-A)set forth as page 8 hereof

 

             101 Interactive files formatted in XBRL (Extensible Business Reporting Language)

 

 
-5-

 

 

BOWL AMERICA INCORPORATED

 

SIGNATURES

 

         Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 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

 

 

/s/ Leslie H. Goldberg

Leslie H. Goldberg

President

Chief Executive and Operating Officer

 

Date: September 26, 201325, 2014

 

 

/s/ Cheryl A. Dragoo

Cheryl A. Dragoo

Chief Financial Officer,

Senior Vice President

Principal Financial and Accounting Officer

 

Date: September 26, 201325, 2014

 

 
-6-

 

 

SIGNATURES

 

         Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated.

 

Name, Title, Capacity

 

/s/ Leslie H. Goldberg

Leslie H. Goldberg

President, Principal Executive

& Operating Officer and Director

Date: September 25, 2014

/s/ Leslie H. Goldberg

Leslie H. Goldberg

President, Principal Executive

& Operating Officer and Director

Date: September 26, 2013

/s/ Ruth Macklin

/s/ Cheryl A. Dragoo

Ruth Macklin

Cheryl A Dragoo

Senior Vice President, Secretary,

Senior Vice President, Principal Financial

Treasurer and Director

& Accounting Officer and Director

  

Date: September 26, 201325, 2014

Date: September 26, 201325, 2014

  
  
  

/s/ Warren T. Braham

/s/ Stanley H. KatzmanNancy Hull

Warren T. Braham

Stanley H. KatzmanNancy Hull

Director

Director

  

Date: September 26, 201325, 2014

Date: September 26, 201325, 2014

  
  
  

/s/ Allan L. Sher

/s/ Merle Fabian

Allan L. Sher

Merle Fabian

Director

Director

  

Date: September 26, 2013 25, 2014

Date: September 26, 201325, 2014

  
  
  

/s/ Arthur H. Bill

 

Arthur H. Bill

 

Director

 
  

Date: September 26, 201325, 2014

 

 

 
-7-

 

 

Exhibit 99(d) Management’s Annual Report on Internal Control Over Financial Reporting

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

The following sets forth, in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308(a) of Regulation S-K, the annual report of management of the Company on the Company’s internal control over financial reporting.

 

1. Management of the Company is responsible for establishing and maintaining adequate internal control overfinancial reporting in a process designed by, or under the supervision of the Company’s Chief Executive Officer andChief Financial Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company;

 

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, andthatandthat receipts and expenditures of the Company are being made only in accordance withauthorizationswith authorizations of management and directors of the Company; and

 

 

Provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of the Company’s assets that could have a material effect on thefinancial statements.

      

2. Management of the Company, in accordance with Rule 13a-15(d) under the Securities Exchange Act of 1934 and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2013.29, 2014. The framework on which management’s evaluation of the Company’s internal control over financial reporting is based is the “Internal Control-Integrated Framework” published in 1992 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

 

3. Management has determined that the Company’s internal control over financial reporting, as of June 30, 2013,29, 2014, was effective. No material weaknesses in the Company’s internal control over financial reporting were identified by management. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

4. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to a permanent exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

 

 
-8-

 

 

Exhibit 99(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

    This Annual Report of Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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. For these reasons, the Company prefers a conservative approach to investing rather than taking greater risk for possible rapid growth. The Company balances market volatility by using both fixed income and equity investments in managing its reserve funds. Any equity security is subject to price fluctuation, however, the stocks held by the Company have relatively low volatility. The Company has long been invested in a Government National Mortgage Association (“Ginnie Mae”) fund and domestically domiciled stocks with the perceived potential of appreciation, primarily telecommunications stocks. This diversity also provides a measure of safety of principal.

     The Company sold its Winter Park, Florida center, which had been operating with a negative cash flow, for $2,850,000 in May 2013. The gain on the sale, which included the land, building and equipment, was $2,768,000.

    The Company purchased 5,000 shares of Verizon for $178,200 during the fiscal year ended July 1, 2012. The remainder of 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 that 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 $962,000 from mergers and sales and over $3,400,000 in dividends, the majority of which are tax favored in the form of exclusion from federal taxable income. These marketable securities are carried at their fair value on the last day of the year. The value of the securities on June 30, 2013 was approximately $5.0 million. The value of securities held at July 1, 2012 was approximately $4.8 million.

     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. Except for a one time sale of approximately $666,000 in 1991, all earnings have been reinvested. The fund is carried at fair value on the last day of the reporting period. At June 30, 2013, the value was approximately $3,431,000.

     Short-term investments consisting mainly of Certificates of Deposits, cash and cash equivalents totaled $4,388,000 at the end of fiscal 2013 compared to $6,196,000 at the end of fiscal 2012. As noted below, short-term investments were used, along with cash on hand, to fund the dividends paid to shareholders during the quarter ended December 30, 2012.

    The Company's position in all the above investments is a source of expansion capital. 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 has made no application for third party funding as cash and cash flows are currently sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.    

-9-

     Cash flow provided by operating activities for the year ended June 30, 2013, was $2,207,000. Equipment purchases during fiscal year 2013 used approximately $770,000. Proceeds from Ginnie Mae dividends totaling approximately$117,500 in fiscal year 2013 were used to purchase additional shares in the fund. Short-term cash was used to meet the balance of $5,950,000 required to pay regular dividends totaling $.655 per share during the fiscal year and a special dividend of $.50 per share, paid in December 2012.

    The change in Accrued Expenses generally relates to timing of payments including compensation and cash contributions to benefit plans.

    The Company paid cash dividends totaling approximately $5.9 million, or $1.155 per share, to shareholders during the 2013 fiscal year, making this the forty-first consecutive year of increased regular dividends per share. In June 2013, the Company declared a quarterly $.165 per share dividend, paid in August 2013. 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 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 whims. Generally, promotional and open play bowling, which depends on the public’s discretionary budget dollars and their choices, accounts for more than half of our business. An unstable economy can lead many to participate in entertainment that is close to home and relatively inexpensive. Bowling has those advantages. However, the longer the economy remains unstable, the less willing people are to spend on other than necessities. Current economic conditions continue to create 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. Mild winter weather

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 during downturns in business, to capitalize on opportunities for expansion and modernization and to provide a secure source of income. For these reasons, the Company prefers a conservative approach to investing rather than taking greater risk for possible rapid growth. The Company balances market volatility by using both fixed income and equity investments in managing its reserve funds. Any equity security is subject to price fluctuation, however, the stocks held by the Company have relatively low volatility. The Company has long been invested in a Government National Mortgage Association (“Ginnie Mae”) fund and domestically domiciled stocks with the perceived potential of appreciation, primarily telecommunications stocks. This diversity also provides a measure of safety of principal.

    During the year ended June 29, 2014, the Company purchased 5,000 shares of Verizon for $251,600 and received a special dividend from Vodafone consisting of 3,120 shares of Verizon valued at $150,000 and cash of $58,000. The Company’s holdings in LSI were purchased by Anago in a mandatory conversion to cash, resulting in a gain of $281. The remainder of 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 that 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 $3,900,000 in dividends, the majority of which are tax favored in the form of exclusion from federal taxable income. These marketable securities are carried at their fair value on the last day of the year. The value of the securities on June 29, 2014 was approximately $5.4 million. The value of securities held at June 30, 2013 was approximately $5.0 million.

    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. Except for a one time sale of approximately $666,000 in1991, all earnings have been reinvested. The fund is carried at fair value on the last day of the reporting period. At June 29, 2014, the value was approximately $3,605,000.

-9-

     Short-term investments consisting mainly of Certificates of Deposits, and cash and cash equivalents totaled $2,295,000 at the end of fiscal 2014 compared to $4,388,000 at the end of fiscal 2013.

    The Company's position in all the above investments is a source of expansion capital. 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 has made no application for third party funding as cash and cash flows are currently sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.    

     The Company sold its Winter Park, Florida center, which had been operating with a negative cash flow, for $2,850,000 in May 2013. The gain on the sale, which included the land, building and equipment, was $2,768,000.

     Cash flow provided by operating activities for the year ended June 29, 2014, was $2,053,000. Equipment purchases during fiscal year 2014 used approximately $261,000. Proceeds from Ginnie Mae dividends totaling approximately$91,600 in fiscal years 2013year 2014 were used to purchase additional shares in the fund. Short-term cash was used to meet the balance of $3,406,000 required to pay regular dividends during the fiscal year.

    The Company paid cash dividends totaling approximately $3.4 million, or $.66 per share, to shareholders during the 2014 fiscal year, making this the forty-second consecutive year of increased regular dividends per share. In June 2014, the Company declared a quarterly $.17 per share dividend, paid in August 2014. 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 2012 caused few cancellations.timing of any dividend at its quarterly meeting based on its appraisal of the state of the business and estimate of opportunities at such time.

 

RESULTS OF OPERATIONS

 

    The following table sets forth the items in our consolidated summary of operations for the fiscal years ended June 29, 2014 and June 30, 2013, and July 1, 2012, respectively, and the dollar and percentage changes therein.

 

  

Fifty-two weeks ended

 
  

June 29, 2014 and June 30, 2013

 
  

Dollars in thousands

 
  

2014

  

2013

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $16,094  $16,914  $(820

)

  (4.8

)%

Food, beverage & merchandise sales

  6,686   6,943   (257

)

  (3.7

)

   22,780   23,857   (1,077

)

  (4.5

)

Operating Expenses:

                

Compensation & benefits

  11,124   11,631   (507

)

  (4.4

)

Cost of bowling & other

  6,110   6,096   14   .2 

Cost of food, beverage & merch sales

  2,062   2,021   41   2.0 

Depreciation & amortization

  1,323   1,422   (99

)

  (7.0

)

General & administrative

  963   926   37   4.0 
   21,582   22,096   (514

)

  (2.3

)

Gain on sales of assets

  9   1   8   800.0 

Operating income from continuing operations

  1,207   1,762   (555

)

  (31.5

)

Interest & dividend income

  663   435   228   52.4 

Earnings from continuing operations before taxes

  1,870   2,197   (327

)

  (14.9

)

Income taxes

  497   711   (214

)

  (30.1

)

Earnings from continuing operations

  1,373   1,486   (113

)

  (7.6

)

(Loss) gain from discontinued operations net of tax

  (3

)

  1,669   (1,672

)

  (100.2

)

Net Earnings

 $1,370  $3,155  $(1,785

)

  (56.6

)

  

Fifty-two weeks ended

 
  

June 30, 2013 and July 1, 2012

 
  

Dollars in thousands

 
  

2013

  

2012

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $16,914  $17,142  $(228

)

  (1.3

)%

Food, beverage & merchandise sales

  6,943   7,201   (258

)

  (3.6

)

   23,857   24,343   (486

)

  (2.0

)

Operating Expenses:

                

Compensation & benefits

  11,631   11,818   (187

)

  (1.6

)

Cost of bowling & other

  6,096   6,463   (367

)

  (5.7

)

Cost of food, beverage & merch sales

  2,021   2,073   (52

)

  (2.5

)

Depreciation & amortization

  1,422   1,457   (35

)

  (2.4

)

General & administrative

  926   932   (6

)

  (.6

)

   22,096   22,743   (647

)

  (2.8

)

Gain on sales of assets

  1   26   (25

)

  (96.1

)

Operating income from continuing operations

  1,762   1,626   136   8.4 

Interest & dividend income

  435   500   (65

)

  13.0 

Earnings from continuing operations before taxes

  2,197   2,126   71   3.4 

Income taxes

  711   627   84   13.5 

Earnings from continuing operations

  1,486   1,499   (13

)

  (.9

)

Gain (loss) from discontinued operations net of tax

  1,669   (74

)

  1,743   2355.4 

Net Earnings

 $3,155  $1,425  $1,730   121.4 

-10-

The following table sets forth the items in our consolidated summary of operations for the fiscal fourth quarters ended June 29, 2014 and June 30, 2013, respectively, and the dollar and percentage changes therein.

  

Thirteen weeks ended

 
  

June 29, 2014 and June 30, 2013

 
  

Dollars in thousands

 
  

2014

  

2013

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $3,315  $3,518  $(203

)

  (5.8

)%

Food, beverage & merchandise sales

  1,441   1,460   (19

)

  (1.3

)

   4,756   4,978   (222

)

  (4.5

)

Operating Expenses:

                

Compensation & benefits

  2,697   2,941   (244

)

  (8.3

)

Cost of bowling & other

  1,316   1,405   (89

)

  (6.3

)

Cost of food, beverage & merch sales

  479   451   28   6.2 

Depreciation & amortization

  273   280   (7

)

  (2.5

)

General & administrative

  300   219   81   37.0 
   5,065   5,296   (231

)

  (4.4

)

Gain on sales of assets

  9   1   8   800.0 

Operating income from continuing operations

  (300

)

  (317

)

  17   5.4 

Interest & dividend income

  102   87   15   17.2 

Earnings from continuing operations before taxes

  (198

)

  (230

)

  32   13.9 

Income taxes

  (227

)

  (138

)

  (89

)

  (64.5

)

Earnings from continuing operations

  29   (92

)

  121   131.5 

(Loss) gain from discontinued operations net of tax

  (1

)

  1,704   (1,705

)

  (100.1

)

Net Earnings

 $28  $1,612  $(1,584

)

  (98.3

)

 

As noted above, the Bowl America Winter Park location was sold in May 2013, and its operations for the periods of fiscal 2013 and 2012above have been shown separately under Gain (loss)(Loss) gain from discontinued operations, net of tax. The information included in Operating Revenues and Operating Expenses below relates to the eighteen centers that were in operation for the fiscal years ended 20132014 and 2012.2013. Fiscal 20132014 and fiscal 20122013 each consisted of 52 weeks.

-10-

 

Operating Revenues

 

   Total operating revenue decreased 4.8%, or $1,077,000, to $22.8 million in fiscal 2014 compared to a decrease of 2.0%, or $486,000, to $23.9 million in fiscal 2013 compared to a decrease of 6.9% or $1,811,000 to $24.3 million in fiscal 2012.2013. Bowling and other revenue decreased $228,000$820,000 in fiscal 20132014 versus a decrease of $1,348,000$228,000 in fiscal 2012.2013. Food, beverage and merchandise sales decreased $257,000 in fiscal 2014 and $258,000 in fiscal 2013 versus a decrease of $464,000 in fiscal 2012.2013.

 

Management believes that winter weather primarily in the length and uncertaintythird quarter of fiscal year 2014 resulted in the loss of open play business. Mild winter weather in fiscal 2013 caused few cancellations. Promotional pricing throughout the current year also depressed bowling revenue. Management also believes that the fragile economic recovery has adversely affected customers’ appetites for recreational spending for both league and open play games. The Company continues to review and adjust its budget in light of the current economic conditions.

 

Operating Expenses

 

    As discussed in more detail below, total operating expenses decreased 2.3%, or $514,000, in fiscal year 2014 versus a decrease of 2.8%, or $647,000 in fiscal year 2013 versus a decrease of 6.2%, or $1,493,000 in fiscal 2012.2013. Costs for employee compensation and benefits were down 4.4% or $507,000 in fiscal 2014 versus a decrease of 1.6% or $187,000 in fiscal 2013 versus a decrease of 4.2% or $516,000 in fiscal 2012.2013. The Company continued to make scheduling adjustments resulting in a decrease in compensation. In addition, group health insurance costs declined primarily due to lower premiums and fewer participants. This category includes contributions to our two benefit plans, both of which are defined contribution plans. The contribution,contributions, which can only be made from profits, increaseddecreased for fiscal year 2014 by $151,500. The contributions for fiscal 2013 by $147,500.included a portion of the gain on the sale of the Winter Park location. There is no additional obligation beyond the current year contribution.

 

-11-

    Cost of bowling and other services decreased $367,000increased $14,000 or 5.7%0.2% in the year ended June 30, 201329, 2014 versus a decrease of $751,000$367,000 or 10.4%5.7% in the prior fiscal year. Maintenance expense declined 8%rose 26.2% or $65,000$198,000 in fiscal year 20132014 and was down 17%declined8% or $167,000$65,000 in the prior year. Both years included interior updating at several locations. Supplies expense was flatIn fiscal 2014 the Company spent approximately $100,000 more in snow removal than in the prior year. Utility costs increased 2.9% in fiscal 20132014 versus a decrease of 5% or $49,000 in fiscal 2012. Advertising costs decreased $164,000, or 27%, in fiscal 2013 and decreased $343,000 or 36% in fiscal 2012. Utility costs decreased 6% in fiscal 2013 versus a decrease of 1%2013. Heating expense during the colder than usual winter months was the primary reason for the increase in fiscal 2012.2014. Energy management and lower electric costs were primarily responsible for the decrease in fiscal year 2013. Fiscal 2012Supplies expensedeclined 5.9% in fiscal 2014 and was flat in fiscal 2013. Advertising costs decreased 2.4% in fiscal 2014 and 27% in the prior year period. Both years included one of the warmest winters on record which resulted in lower natural gas prices and usage.updating interiors at several locations.

 

    Cost of food, beverage and merchandise sales increased $41,000 or 2% in fiscal 2014, primarily the result of higher merchandise sales, and decreased $52,000 or 3% in fiscal 2013, and $116,000 or 5% in fiscal 2012, primarily due to lower food and beverage sales.

 

    Depreciation expenses decreased approximately $99,000 or 7% in fiscal 2014 as several large assets became fully depreciated and decreased $35,000 or 2% and $77,000 or 5% in fiscal year 2013 and 2012 respectively.2013.

 

    Operating income from continuing operations increased 8.4%decreased 31.5% or $136,000$555,000 to $1.2 million in fiscal year 2014 from $1.8 million in fiscal year 2013 from $1.6 million in fiscal 2012.2013.

 

Interest and Dividend Income

 

    Interest and dividend income increased $228,000 or 52.4% in fiscal 2014 primarily due to the special Vodafone dividend mentioned above and increased holdings in Verizon. The same category declined 13% or $65,000 in fiscal 2013 and 14% in fiscal 2012 due to lower balances and lower average interest rates on investments. Dividend income was up slightly in fiscal 2013 versus an increase of 10% in fiscal year 2012, the first year of dividends on the purchase of additional Verizon shares.

 

Income taxes

 

    Effective income tax rates on continuing operations for the Company were 26.5% for fiscal 2014 and 32.4% for fiscal 2013 and 29.5% for fiscal2012,fiscal2013, the difference from statutory rates being in part foris primarily due to the partial exclusion of dividends received on investments which, in fiscal 2012,2014 was a higher portion of income than in the prior years.year.

-11-

 

Net Earnings

 

    Net earnings from continuing operations in both fiscal 2013 and 20122014 were $1.4 million, or $.27 per share, compared to $1.5 million, or $.29 per share.share in fiscal 2013.

 

Gain (loss)(Loss) gain from discontinued operations – net of tax

 

     Fiscal 2014 included a net of tax loss of $2,774 from the discontinued Winter Park, Florida location. Income from discontinued operations, net of tax in fiscal year 2013 includes the $2,768,000 gain on the sale of our Winter Park, Florida location. Fiscal year 2012 includes the operating loss net of tax on that location.was $1,669,449.

 

CRITICAL ACCOUNTING POLICIES

 

    We have identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in our balance sheet. The Company exercises judgment in determining the classification of its investment securities as available-for-sale and in determining their fair value. The Companyrecords these investments at their fair value based on quoted market prices with the unrealized gain or loss recordedin accumulated other comprehensive income, a component of stockholders' equity, net of deferred taxes. Additionally, from time to time the Company must assess whether write-downs are necessary for other than temporary declines in value. 

 

    We have identified accounting for the impairment of long-lived assets as a critical accounting policy due to the significance of the amounts included in our balance sheet under the caption of Land, Buildings and Equipment. TheCompany reviews long-lived assets whenever events or changes indicate that the carrying amount of an asset may notbe 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 undiscounted future cash flows are less than the carrying amount. There were no impairment losses recorded in fiscal 20132014 or 2012.2013.

 

 
-12-

 

 

805 King Farm Boulevard

 805 King Farm Boulevard

Rockville, Maryland 20850

Phone 301.231.6200

Fax 301.231.7630

 Rockville, Maryland 20850

 Phone 301.231.6200

Fax 301.231.7630

 

Report of Independent Registered Public Accounting Firm

 

 

Board of Directors and Stockholders

Bowl America Incorporated

Alexandria, Virginia

 

We have audited the accompanying Consolidated Balance Sheets of Bowl America Incorporated and Subsidiaries as of June 29, 2014 and June 30, 2013, and July 1, 2012, and the related Consolidated Statements of Earnings and Comprehensive Earnings, Stockholders' Equity and Cash Flows for the years then ended. Bowl America Incorporated and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bowl America Incorporated and Subsidiaries as of June 29, 2014 and June 30, 2013, and July 1, 2012, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Aronson, LLC

 

Aronson, LLC

Rockville, Maryland

September 26, 201325, 2014

 

 
-13-

 

 

Exhibit 99(a) Selected Financial Data

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED SUMMARY OF OPERATIONS

 

 

Selected Financial Data

 

 

For the Years Ended

  

For the Years Ended

 
 

June 30,

  

July 1,

  

July 3,

  

June 27,

  

June 28,

  

June29,

  

June 30,

  

July 1,

  

July 3,

  

June 27,

 
 

2013

  

2012

  

2011

  

2010

  

2009

  

2014

  

2013

  

2012

  

2011

  

2010

 

Operating revenues

 $23,857,281  $24,343,024  $26,154,437  $26,736,430  $29,351,611  $22,780,017  $23,857,281  $24,343,024  $26,154,437  $26,736,430 

Operating expenses

  22,095,866   22,742,905   24,235,601   24,305,530   25,192,583   21,581,531   22,095,866   22,742,905   24,235,601   24,305,530 

Gain (loss) on sale of land, building and equipment

  980   25,924   14,187   41,427   (1,375

)

Interest and dividend income

  435,141   499,873   579,960   529,845   679,287 

Earnings from continuing operations before provision for income taxes

  2,197,536   2,125,916   2,512,983   3,002,172   4,836,940 

Gain (loss) on sale of land, building andequipment

  8,820   980   25,924   14,187   41,427 

Interest, dividend and other income

  662,693   435,141   499,873   579,960   529,845 

Earnings from continuing operationsbefore provision for income taxes

  1,869,999   2,197,536   2,125,916   2,512,983   3,002,172 

Provision for income taxes

  711,763   626,677   866,619   1,062,926   1,688,560   496,831   711,763   626,677   866,619   1,062,926 

Earnings from continuing operations

 $1,485,773  $1,499,239  $1,646,364  $1,939,246  $3,148,380  $1,373,168  $1,485,773  $1,499,239  $1,646,364  $1,939,246 

Gain (loss) from discontinued operations - net of tax

  1,669,449   (74,398

)

  (89,435

)

  (88,534

)

  (91,098

)

(Loss) gain from discontinued operations - net of tax

  (2,774

)

  1,669,449   (74,398

)

  (89,435

)

  (88,534

)

Net Earnings

 $3,155,222  $1,424,841  $1,556,929  $1,850,712  $3,057,282  $1,370,394  $3,155,222  $1,424,841  $1,556,929  $1,850,712 
                                        

Weighted average shares outstanding- Basic & Diluted

  5,151,784   5,151,471   5,147,117   5,141,102   5,133,375   5,160,971   5,151,784   5,151,471   5,147,117   5,141,102 
                                        

Earnings per share-Basic & diluted

                                        

Continuing operations

 $.29  $.29  $.32  $.38  $.62  $.27  $.29  $.29  $.32  $.38 

Discontinued operations

  .32   (.01

)

  (.02

)

  (.02

)

  (.02

)

  .00   .32   (.01

)

  (.02

)

  (.02

)

Net earnings per share-Basic & diluted

 $.61  $.28  $.30  $.36  $.60  $.27  $.61  $.28  $.30  $.36 
                                        

Net cash provided by operating activities

 $2,206,533  $2,769,286  $3,529,193  $2,944,882  $6,502,922  $2,053,510  $2,206,533  $2,769,286  $3,529,193  $2,944,882 
                                        

Cash dividends paid

 $5,949,951  $3,296,942  $3,242,593  $3,187,444  $3,105,700  $3,406,243  $5,949,951  $3,296,942  $3,242,593  $3,187,444 

Cash dividends paid Per share - Class A

 $1.155  $0.64  $0.63  $0.62  $0.605  $0.66  $1.155  $0.64  $0.63  $0.62 

- Class B

 $1.155  $0.64  $0.63  $0.62  $0.605  $0.66  $1.155  $0.64  $0.63  $0.62 
                                        

Total assets

 $36,725,050  $39,368,174  $40,917,762  $41,410,343  $42,966,669  $34,363,780  $36,725,050  $39,368,174  $40,917,762  $41,410,343 
                                        

Stockholders' equity

 $31,031,801  $33,685,154  $35,301,391  $36,403,807  $37,579,197  $28,978,731  $31,031,801  $33,685,154  $35,301,391  $36,403,807 
                                        

Net book value per share

 $6.01  $6.54  $6.85  $7.07  $7.31  $5.61  $6.01  $6.54  $6.85  $7.07 
                                        

Net earnings as a % of beginning stock holders' equity

  9.4

%

  4.0

%

  4.3

%

  4.9

%

  8.0

%

Net earnings as a % of beginning stockholders' equity

  4.4

%

  9.4

%

  4.0

%

  4.3

%

  4.9

%

                                        

Lanes in operation

  726   756   756   756   756   726   726   756   756   756 

Centers in operation

  18   19   19   19   19   18   18   19   19   19 

 

 
-14-

 

 

Exhibit 99(c) Consolidated Financial Statements

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATEDCONSOLIDATED BALANCE SHEETS

 

As of

  

As of

 
 

June 30,

  

July 1,

  

June29,

  

June 30,

 
 

2013

  

2012

  

2014

  

2013

 

ASSETS

ASSETS

 

ASSETS

 

CURRENT ASSETS:

                

Cash and cash equivalents (Note 2)

 $3,437,780  $2,332,022  $842,114  $3,437,780 

Short-term investments (Note 3)

  949,815   3,863,721   1,453,326   949,815 

Inventories

  519,179   535,412   520,355   519,179 

Prepaid expenses and other

  563,591   613,891   610,416   563,591 

Income taxes refundable

  58,129   313,518   312,856   58,129 

Current deferred income taxes (Note 7)

  6,658   -   -   6,658 

TOTAL CURRENT ASSETS

  5,535,152   7,658,564   3,739,067   5,535,152 

LAND, BUILDINGS & EQUIPMENT, net (Note 4)

  21,979,489   22,718,526   20,887,127   21,979,489 

OTHER ASSETS:

                

Marketable investment securities (Note 3)

  8,477,227   8,286,680   8,979,499   8,477,227 

Cash surrender value-life insurance

  648,717   619,624   677,922   648,717 

Other

  84,465   84,780   80,165   84,465 

TOTAL OTHER ASSETS

  9,210,409   8,991,084   9,737,586   9,210,409 

TOTAL ASSETS

 $36,725,050  $39,368,174  $34,363,780  $36,725,050 
                

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

                

Accounts payable

 $694,454  $722,380  $681,509  $694,454 

Accrued expenses

  1,045,645   1,004,221   1,091,098   1,045,645 

Dividends payable

  851,561   824,235   877,365   851,561 

Other current liabilities

  311,284   295,978   308,068   311,284 

Income taxes payable

  151,227   -   -   151,227 

Current deferred income taxes (Note 7)

  -   65,552   24,705   - 

TOTAL CURRENT LIABILITIES

  3,054,171   2,912,366   2,982,745   3,054,171 

LONG-TERM DEFERRED COMPENSATION

  39,194   44,217   34,088   39,194 

NONCURRENT DEFERRED INCOME TAXES (Note 7)

  2,599,884   2,726,437   2,368,216   2,599,884 

TOTAL LIABILITIES

  5,693,249   5,683,020   5,385,049   5,693,249 
                

COMMITMENTS AND CONTINGENCIES (Note 5)

                
                

STOCKHOLDERS' EQUITY (Note 8)

                

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 and 3,683,009

  374,645   368,301 

Class B issued and outstanding 1,414,517 and 1,468,462

  141,452   146,846 

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

  7,849,814   7,727,264   7,849,814   7,849,814 

Accumulated other comprehensive earnings-Unrealized gain on available-for-sale securities, net of tax

  2,584,020   2,538,818 

Accumulated other comprehensive earnings-Unrealized gain on available-for-salesecurities, net of tax

  2,592,603   2,584,020 

Retained earnings

  20,081,870   22,903,925   18,020,217   20,081,870 

TOTAL STOCKHOLDERS' EQUITY

  31,031,801   33,685,154 

TOTAL STOCKHOLDERS'EQUITY

  28,978,731   31,031,801 
                

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY

 $36,725,050  $39,368,174  $34,363,780  $36,725,050 

 

 

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

 

 
-15-

 

 

  BOWL AMERICA INCORPORATED AND SUBSIDIARIES

  CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

   
  

For the Years Ended

 
  

June 30,

  

July 1,

 
  

2013

  

2012

 

Operating Revenues:

        

Bowling and other

 $16,914,493  $17,142,379 

Food, beverage and merchandise sales

  6,942,788   7,200,645 

Total Operating Revenue

  23,857,281   24,343,024 
         

Operating Expenses:

        

Employee compensation and benefits

  11,630,598   11,818,059 

Cost of bowling and other services

  6,096,111   6,463,229 

Cost of food, beverage and merchandise sales

  2,021,532   2,072,997 

Depreciation and amortization

  1,421,616   1,456,509 

General and administrative

  926,009   932,111 

Total Operating Expense

  22,095,866   22,742,905 

Gain on sale of land, buildings and equipment

  980   25,924 

Operating Income

  1,762,395   1,626,043 

Interest and dividend income

  435,141   499,873 
         

Earnings from continuing operations before provisionfor income taxes

  2,197,536   2,125,916 

Provision for income taxes from continuingOperations (Note 7)

        

Current

  888,027   547,193 

Deferred

  (176,264

)

  79,484 
   711,763   626,677 

Earnings from continuing operations

 $1,485,773  $1,499,239 

Gain (loss) from discontinued operations,net of tax (Note 10)

  1,669,449   (74,398

)

Net Earnings

 $3,155,222  $1,424,841 

Earnings per share-basic & diluted

        

Continuing operations

 $.29  $.29 

Discontinued operations

  .32   (.01

)

Net Earnings

 $.61  $.28 
         

Weighted average shares outstanding

  5,151,784   5,151,471 
         

Dividends paid

 $5,949,951  $3,296,942 
         

Per share, dividends paid, Class A

 $1.155  $.64 
         

Per share, dividends paid, Class B

 $1.155  $.64 
         

Net Earnings

 $3,155,222  $1,424,841 

Other comprehensive earnings- net of tax

        

Unrealized gain on available-for–sale securities net of tax of $27,800 and $157,484

  45,202   255,864 

Comprehensive earnings

 $3,200,424  $1,680,705 

  For the Years Ended 
  June29,  June 30, 
  2014  2013 
         
Operating Revenues:        

Bowling and other

 $16,094,493  $16,914,493 

Food, beverage and merchandise sales

  6,685,524   6,942,788 

Total Operating Revenue

  22,780,017   23,857,281 
         

Operating Expenses:

        

Employee compensation and benefits

  11,124,100   11,630,598 

Cost of bowling and other services

  6,109,533   6,096,111 

Cost of food, beverage and merchandise sales

  2,062,262   2,021,532 

Depreciation and amortization

  1,323,276   1,421,616 

General and administrative

  962,360   926,009 

Total Operating Expense

  21,581,531   22,095,866 

Gain on sale of land, buildings and equipment

  8,820   980 

Operating Income

  1,207,306   1,762,395 

Interest, dividend and other income

  662,693   435,141 
         

Earnings from continuing operations before provisionfor income taxes

  1,869,999   2,197,536 

Provision for income taxes from continuingOperations (Note 7)

        

Current

  723,999   888,027 

Deferred

  (227,168

)

  (176,264

)

   496,831   711,763 

Earnings from continuing operations

 $1,373,168  $1,485,773 

(Loss) gain from discontinued operations,net of tax (Note 10)

  (2,774

)

  1,669,449 

Net Earnings

  1,370,394   3,155,222 

Earnings per share-basic & diluted

        

Continuing operations

 $.27  $.29 

Discontinued operations

  .00   .32 

Net Earnings

  .27   .61 
         

Weighted average shares outstanding

  5,160,971   5,151,784 
         

Dividends paid

 $3,406,243  $5,949,951 
         

Per share, dividends paid, Class A

 $0.66  $1.155 
         

Per share, dividends paid, Class B

 $0.66  $1.155 
         
Net Earnings $1,370,394  $3,155,222 
Other comprehensive earnings- net of tax        
Unrealized gain on available-for–sale securities net of tax of $4,666 and $27,800  7,578   45,202 
Comprehensive earnings $1,377,972  $3,200,424 

 

The accompanying notes to the consolidated financial statements are an integral part of thesefinancialthese financial statements.

 
-16-

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

 

COMMON STOCK

      

Accumulated

      

COMMON STOCK

      

Accumulated

     
 

Class A

Shares

  

Class A

Amount

  

Class B

Shares

  

Class B

Amount

  

Additional

Paid-In

Capital

  

Other Comprehensive Earnings

  

Retained

Earnings

  

Class A

Shares

  

Class A

Amount

  

Class B

Shares

  

Class B

Amount

  

Additional

Paid-In Capital

  

Other Comprehensive Earnings

  

Retained

Earnings

 

Balance, July 3, 2011

  3,683,009  $368,301   1,468,462  $146,846  $7,727,264  $2,282,954  $24,776,026 

Cash dividends paid

  -   -   -   -   -   -   (2,472,707

)

Accrued dividends declared June 19, 2012 payable August 22, 2012

  -   -   -   -   -   -   (824,235

)

Change in unrealized gain on available-for-sale securities (shown net of tax benefit)

  -   -   -   -   -   255,864   - 

Net earnings for the year

  -   -   -   -   -   -   1,424,841 

Balance, July 1, 2012

  3,683,009  $368,301   1,468,462  $146,846  $7,727,264  $2,538,818  $22,903,925   3,683,009  $368,301   1,468,462  $146,846  $7,727,264  $2,538,818  $22,903,925 

Conversion of shares - Class B to Class A

  53,945   5,394   (53,945

)

  (5,394

)

  -   -   -   53,945   5,394   (53,945

)

  (5,394

)

  -   -   - 

Cash dividends paid

  -   -   -   -   -   -   (5,125,716

)

  -   -   -   -   -   -   (5,125,716

)

Shares issued for ESOP

  9,500   950   -   -   122,550   -   -   9,500   950   -   -   122,550   -   - 

Accrued dividends declared June 18, 2013, payable August 7, 2013

  -   -   -   -   -   -   (851,561

)

Accrued dividends declaredJune 18, 2013 payable August 7, 2013

  -   -   -   -   -   -   (851,561

)

Change in unrealized gain on available-for-sale securities (shown net of tax)

  -   -   -   -   -   45,202   -   -   -   -   -   -   45,202   - 

Net earnings for the year

  -   -   -   -   -   -   3,155,222   -   -   -   -   -   -   3,155,222 

Balance, June 30, 2013

  3,746,454  $374,645   1,414,517  $141,452  $7,849,814  $2,584,020  $20,081,870   3,746,454  $374,645   1,414,517  $141,452  $7,849,814  $2,584,020  $20,081,870 

Cash dividends paid

  -   -   -   -   -   -   (2,554,682

)

Accrued dividends declaredJune 17, 2014, payable August 15, 2014

  -   -   -   -   -   -   (877,365

)

Change in unrealized gain on available-for-sale securities (shown net of tax)

  -   -   -   -   -   7,578   - 

Reclassification adjustment for loss included in net income, net of tax

  -   -   -   -   -   1,005   - 

Net earnings for the year

  -   -   -   -   -   -   1,370,394 

Balance, June29, 2014

  3,746,454  $374,645   1,414,517  $141,452  $7,849,814  $2,592,603  $18,020,217 

 

 

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

 

 
-17-

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

  

For the Years Ended

 
  

June29,

  

June 30,

 
  

2014

  

2013

 

Cash Flows From Operating Activities

        

Net earnings

 $1,370,394  $3,155,222 

Adjustments to reconcile net earningsto net cash provided byoperating activities:

        

Depreciation and amortization (including discontinued operations)

  1,323,276   1,426,175 

Decrease in deferred income tax

  (205,590

)

  (226,563

)

Gain on disposition of assets-net

  (8,820

)

  (2,769,046

)

Gain on sale of available-for-sale securities

  (281

)

    

Stock issuance – ESOP plan

  -   123,500 

Changes in assets and liabilities

        

(Increase) decrease in inventories

  (1,176

)

  16,233 

(Increase) decrease in prepaid and other

  (46,825

)

  50,300 

(Increase) decrease in income taxes refundable

  (254,727

)

  255,389 

(Decrease) increase in income taxes payable

  (151,227

)

  151,227 

Decrease in other long-term assets

  4,300   315 

Decrease in accounts payable

  (12,945

)

  (27,926

)

Increase in accrued expenses

  45,453   41,424 

(Decrease) increase in other current liabilities

  ( 3,216

)

  15,306 

Decrease in long-term deferred compensation

  (5,106

)

  (5,023

)

         

Net cash provided by operating activities

  2,053,510   2,206,533 
         

Cash Flows From Investing Activities

        

Expenditures for land, building and equipment

  (260,794

)

  (770,342

)

Sale of assets

  38,700   2,852,250 

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

  (503,511

)

  2,913,906 

Purchases of marketable securities

  (493,419

)

  (117,545

)

Proceeds from sale of marketable securties

  5,296   - 

Increase in cash surrender value

  (29,205

)

  (29,093

)

         

Net cash (used in) provided by investing activities

  (1,242,933

)

  4,849,176 
         

Cash Flows From Financing Activities

        

Payment of cash dividends

  (3,406,243

)

  (5,949,951

)

         

Net cash used in financing activities

  (3,406,243

)

  (5,949,951

)

         

Net(Decrease) increasein Cash and Equivalents

  (2,595,666

)

  1,105,758 
         

Cash and Equivalents, Beginning of period

  3,437,780   2,332,022 
         

Cash and Equivalents, End of period

 $842,114  $3,437,780 
         

Supplemental Disclosures of Cash Flow Information

        

Cash Paid During the Period for:

        

Income taxes

 $1,044,000  $1,555,930 

  

For the Years Ended

 
  

June 30,

  

July 1,

 
  

2013

  

2012

 

Cash Flows From Operating Activities

        

Net earnings

 $3,155,222  $1,424,841 

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

        

Depreciation and amortization (including discontinued operations)

  1,426,175   1,465,149 

(Decrease) increase in deferred income tax

  (226,563

)

  79,485 

Gain on disposition of assets-net

  (2,769,046

)

  (25,924

)

Stock issuance – ESOP plan

  123,500   - 

Changes in assets and liabilities

        

Decrease (increase) in inventories

  16,233   (55,094

)

Decrease in prepaid and other

  50,300   87,820 

Decrease (increase) in income taxes refundable

  255,389   (37,671

)

Increase in income taxes payable

  151,227   - 

Decrease in other long-term assets

  315   1,000 

(Decrease) increase in accounts payable

  (27,926

)

  55,596 

Increase (decrease) in accrued expenses

  41,424   (220,016

)

Increase (decrease) in other current liabilities

  15,306   (6,416

)

(Decrease) increase in long-term deferred compensation

  (5,023

)

  516 
         

Net cash provided by operating activities

  2,206,533   2,769,286 
         

Cash Flows From Investing Activities

        

Expenditures for land, building and equipment

  (770,342

)

  (1,608,587

)

Sale of assets

  2,852,250   32,150 

Net sales and maturities of short-term investments

  2,913,906   2,434,101 

Purchases of marketable securities

  (117,545

)

  (335,000

)

Increase in cash surrender value

  (29,093

)

  (24,832

)

         

Net cash provided by investing activities

  4,849,176   497,832 
         

Cash Flows From Financing Activities

        

Payment of cash dividends

  (5,949,951

)

  (3,296,942

)

         

Net cash used in financing activities

  (5,949,951

)

  (3,296,942

)

         

Net Increase (decrease) in Cash and Equivalents

  1,105,758   (29,824

)

         

Cash and Equivalents, Beginning of period

  2,332,022   2,361,846 
         

Cash and Equivalents, End of period

 $3,437,780  $2,332,022 
         

Supplemental Disclosures of Cash Flow Information

        

Cash Paid During the Period for:

        

Income taxes

 $1,555,930  $548,430 

 

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

 

 
-18-

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Organization

    Bowl America Incorporated is engaged in the operation of 18 bowling centers, with food and beverage service in each center. Ten centers are located in metropolitan Washington D.C., one center in metropolitan Baltimore, Maryland, four centers in metropolitan Richmond, Virginia, and three centers in metropolitan Jacksonville, Florida. These 18 centers contain a total of 726 lanes. The Company operates in one segment.

 

Principles of Consolidation

    The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiary corporations. All significant inter-company items have been eliminated in the consolidated financial statements.

 

Fiscal Year

    The Company's fiscal year ends on the Sunday nearest to June 30. Fiscal year 2014 ended June 29, 2014, and fiscal year 2013 ended June 30, 2013, and fiscal year 2012 ended July 1, 2012.2013. Both years consisted of 52 weeks.

 

Subsequent Events

    The Company has evaluated subsequent events through the date of filing these financial statements with the Securities and Exchange Commission on September 26, 2013.

    In August 2013, the Company exercised its option to extend the lease for one location for a five year period such that the lease now expires in 2019.25, 2014.

 

Estimates

    The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.Significant estimates include the deferred compensation liability for executives and key employees including survivor benefits, depreciation expense, cash surrender value of officers' life insurance, the Federal and State income taxes (current and deferred), and market assumptions used in estimating the fair value of certain assets such as marketable securities and long-lived assets.

 

Revenue Recognition

    The Company records revenue for fees charged for use of bowling lanes and other facilities at the time the services are provided. Food, beverage and merchandise sales are recorded as revenue at the time the product is given to the customer.

  

-19- 

Depreciation and Amortization

    Depreciation and amortization for financial statement purposes are calculated by use of the straight-line method. Amortization of leasehold improvements is calculated over the estimated useful life of the assetorassetor term of the lease, whichever is shorter. The categories of property, plant, and equipment and the ranges of estimated useful lives on which depreciation and amortization rates are based are as follows:

 

Bowling lanes and equipment (in years)

3

-

10

Building and building improvements (in years)

10

-

39

Leasehold improvements (in years)

5

-

15

Amusement games (in years)

3

-

5
 

-19-

Bowling lanes and equipment (years)

3-

10

Building and building improvements (years)

10-

39

Leasehold improvements (years)

5-

15

Amusement games (years)

3-

5

             

    Maintenance and repairs and minor replacements are charged to expense when incurred. Major replacements and betterments are capitalized. The accounts are adjusted for the sale or other disposition of property, and the resulting gain or loss is credited or charged to income.

 

Impairment of Long-Lived Assets

    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 differencebetween the assets' fair value and carrying value, is recognized when the estimated undiscounted future cash flows are less than the carrying amount.

 

Dividends

    It is the Company's policy to accrue a dividend liability at the time the dividends are declared.

 

Advertising Expense

    It is the Company's policy to expense advertising expenditures as they are incurred. The Company's advertising expenses for the years ending June 29, 2014, and June 30, 2013, were $433,525 and July 1, 2012, were $449,710, and $616,148, respectively.

 

Inventories

    Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of resale merchandise including food and beverage and bowling supplies.

 

Income Taxes

    Deferred income tax liabilities and assets are based on the differences between the financial statement and tax bases of assets and liabilities, using tax rates currently in effect. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

 

Investment Securities

    All of the Company's readily marketable debt and equity securities are classified as available-for-sale. Accordingly, these securities are recorded at fair value with any unrealized gains and losses excluded from earnings and reported, net of deferred taxes, within a separate component of stockholders' equity until realized. Realized gains or losses on the sale of debt and equity securities are reported in earnings and determined using the adjusted cost of the specific security sold.

 

Earnings Per Share

    Earnings per share basic and diluted, have been calculated using the weighted average number of shares of Class A and Class B common stock outstanding of 5,151,784,5,160,971, and 5,151,471,5,151,784, for fiscal years 20132014 and 2012,2013, respectively.

 

 
-20-

 

 

Comprehensive Earnings

    A consolidated statement of comprehensive earnings reflecting the aggregation of net earnings and unrealized gain or loss on available-for-sale securities, the Company's principal components of other comprehensive earnings, has been presented for the years ended June 29, 2014 and June 30, 2013 and July 1, 2012.2013.

 

Cash and Cash Equivalents

    For purposes of the consolidated statements of cash flows, the Company considers money market funds and certificates of deposits, with original maturities of three months or less to be cash equivalents. The Company maintains cash accounts which may exceed federally insured limits during the year, but does not believe that this results in any significant credit risk.

 

Other Current Liabilities

    Other current liabilities include prize fund monies held by the Company for bowling leagues. The funds are returned to the leagues at the end of the league bowling season. At June 29, 2014 and June 30, 2013 and July 1, 2012 other current liabilities included $289,521$291,688 and $287,273,$289,521, respectively, in prize fund monies.

 

Reclassifications

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

 

New Accounting StandardsRecently adopted accounting guidance

     In July 2012,December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02 “Testing Indefinite-Lived Intangible Assetsguidance enhancing disclosure requirements about the nature of an entity’s right to offset and related arrangements associated with its financial instruments. The new guidance requires the disclosure of the gross amounts subject to rights of set-off, amounts offset in accordance with the accounting standards followed, and the related net exposure. In January 2013, the FASB clarified that the scope of this guidance applies to derivatives, repurchase agreements, and securities lending arrangements that are either offset or subject to an enforceable master netting arrangement, or similar agreements. We adopted this new guidance beginning July 1, 2013. Adoption of this new guidance did not have a significant effect on the Company’s financial statements.

     In February 2013, the FASB issued guidance on disclosure requirements for Impairmentitems reclassified out of Accumulated Other Comprehensive Earnings (AOCE). This update providesnew guidance requires entities to present (either on the face of the Statement of Earnings and Comprehensive Earnings or in the notes to financial statements) the effects on the line items of the Statement of Earnings and Comprehensive Earnings for amounts reclassified out of AOCE. We adopted this new guidance beginning July 1, 2013. Adoption of this new guidance did not have a significant effect on the Company’s financial statements.

Recent accounting guidance not yet adopted

     In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with the option of first assessing qualitative factors to determine whether it is more likely than not that indefinite lived intangible assets are impaired. Thiscustomers. The new standard iswill be effective for fiscal yearsthe Company beginning after September 15, 2012July 1, 2017 and early adoption is not permitted. The Company’s does not believeWe are currently evaluating the impact this standard will have an impact on the Company’sour consolidated financial statements as the Company holds no indefinite lived intangibles.statements.

 

2. CASH AND CASH EQUIVALENTS

    Cash and cash equivalents consisted of the following:

 
  

June 30,2013

  

July 1, 2012

 
         

Demand deposits and cash on hand

 $2,216,729  $1,486,497 

Money market funds

  1,221,051   845,525 
  $3,437,780  $2,332,022 

  

June 29,2014 

  

June 30, 2013

 
         

Demand deposits and cash on hand

 $634,923  $2,216,729 

Money market funds

  207,191   1,221,051 
  $842,114  $3,437,780 

       

 The account balances at times exceed federally insured limits. The Company does not believe this poses any significant risk.

 

3. INVESTMENTS

     The Company’s marketable securities are categorized as available-for-sale securities. The cost for marketable securities was determined using the specific identification method. The fair values of marketable securities are based on the quoted market price for those securities. Short-term investments consist of certificates of deposits with maturities of generally three months to one year. At June 30, 2013,29, 2014, the fair value of short-term investments was $949,815.$1,453,326. At July 1, 2012,June 30, 2013, the fair value of short-terminvestmentsshort-terminvestments was $3,863,721.$949,815. Non-current investments are marketable securities which primarily consist of telecommunications stocks and a mutual fund that invests in mortgage backed securities. Unrealized gains and losses are reported as a component of accumulated other comprehensive earnings in Stockholders’ Equity.

 

 
-21-

 

 

   

As of June 30, 2013,29, 2014, the Company had $16,925$100,125 of gross unrealized gains from its investments in federal agency mortgage backed securities which had a fair value of $3,430,670.$3,605,513. As of July 1, 2012, $201,981June 30, 2013, $16,925 in gross unrealized gains were from its investments in federal agency mortgage backed securities which had a fair value of $3,498,182.$3,430,670. The Company’s investments were wasas follows:

 
  

Original

Cost

  

Unrealized

Gain

  

Unrealized

Loss

  

Fair

Value

 

June 30, 2013

                

Equity securities

 $888,998  $4,159,182  $(1,623) $5,046,557 
                 

Mutual fund

  3,413,745   16,925   -   3,430,670 
                 

Certificates of deposits

  949,815   -   -   949,815 
                 

July 1, 2012

                

Equity securities

 $888,998  $3,904,987  $(5,487) $4,788,498 
                 

Mutual fund

  3,296,201   201,981   -   3,498,182 
                 

Certificates of deposits

  3,863,721   -   -   3,863,721 

 

 

 

Original

Cost

  

Unrealized

Gain

  

Unrealized

Loss

  

Fair

Value

 
June 29, 2014                

Equity securities

 $1,285,759  $4,089,398  $(1,171) $5,373,986 
                 

Mutual fund

  3,505,388   100,125   -   3,605,513 
                 

Certificates of deposits

  1,453,326   -   -   1,453,326 
                 

June 30, 2013

                

Equity securities

 $888,998  $4,159,182  $(1,623) $5,046,557 
                 

Mutual fund

  3,413,745   16,925   -   3,430,670 
                 

Certificates of deposits

  949,815   -   -   949,815 

    During fiscal 20132014 and fiscal 2012,2013, the Company had certain equity securities with cumulative unrealized losses of $1,623$1,171 and $5,487$1,623 respectively. Management believes the unrealized losses are temporary and the Company has the ability and intent to hold these securities long enough to recover its investment.

  

 

Less than 12 months

  

12 Months or greater

  

Total

  

Less than 12 months

  

12 Months or greater

  

Total

 

June 30,2013

 

Fair

Value

  

Unrealized

loss

  

Fair

Value

  

Unrealized

loss

  

Fair

Value

  

Unrealized

loss

 
June 29,2014 

Fair Value

  

Unrealizedloss

  Fair Value  

Unrealizedloss

  Fair Value  

Unrealized loss

 
                                                

Equity securities

 $-  $-  $3,392  $(1,623) $3,392  $(1,623) $4,674  $(1,171) $-  $-  $4,674  $(1,171)

 

  

Less than 12 months

  

12 Months or greater

  

Total

 
June 30,2013 Fair Value  

Unrealizedloss

  Fair Value  

Unrealized loss

  Fair Value  

Unrealized loss

 
                         

Equitysecurities

 $-  $-  $3,392  $(1,623) $3,392  $(1,623)

  

Less than 12 months

  

12 Months or greater

  

Total

 

July 1,2012

 

Fair

Value

  

Unrealized

loss

  

Fair

Value

  

Unrealized

loss

  

Fair

Value

  

Unrealized

loss

 
                         
 Equity securities $-  $-  $5,373  $(5,487) $5,373  $(5,487)
 

 
-22-

 

 

  The equity securities portfolio includes the following stocks:

 

82,112

 

shares of AT&T

4,508

 

shares of Frontier Communications

412

 

shares of DexMedia

40,000

 

shares of Sprint Nextel

11,865 6,471

 

shares of Vodafone

2,520

 

shares of Manulife

4,398

 

shares of CenturyLink

774

 

shares of Teradata

475

774
 

shares of LSI

NCR

23,784

 31,904
 

shares of Verizon

4,079

 

shares of Windstream

774

 

shares of NCR

 There were no sales or exchanges

    During the year ended June 29, 2014, the Company purchased 5,000 shares of Verizon. In addition the Company received 3,120 shares of Verizon as a result of Vodafone’s special dividend funded by its sale of Verizon Wireless. LSI was purchased by Anago in an all cash transaction resulting in a gain of $281 on the Company’s holdings inof LSI. In the yearsyear ended June 30, 2013 and July 1, 2012 other than thethere was an exchange of the Company’s shares of SuperMedia for shares of DexMedia as a result of the merger on April 30, 2013. The Company purchased 5,000 shares of Verizon during fiscal 2012.

 

    As stated in Note 1, the Company records its readily marketable debt and equity securities at fair value. These assets are valued in accordance with a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1.

Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2.

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and         

Level 3.

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reportingentity to develop its own assumptions.

A financial instrument's level within the fair value heirarchy is based on the lowest level of any input that is significant to the fair value measurement.

       

The fair value of these assets as of June 30, 201329, 2014 is as follows:

 

Quoted

  

Significant

     

Unrealized

  

Cumulative

 
 

Price for

  

Other

  

Significant

  

gains/(losses) 

  

Unrealized

 
 

Identical

  

Observable

  

Unobservable

  

for the

  

gains/(losses)

 
 

Assets

  

Inputs

  

Inputs

  

Year Ended

  

as of

 

Description

 

Quoted

Price for

Identical

Assets

(Level 1)

  

Significant
Other
Observable
Inputs

(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

  

Unrealized
gains/(losses)

for the
Year Ended
June 30, 2013

  

Cumulative

Unrealized

gains/(losses)

as of
June 30, 2013

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

June 29, 2014

  

June 29, 2014

 
                                        

Equity securities

 $5,046,557  $-  $-  $258,058  $4,157,559  $5,373,986  $-  $-  $(70,956) $4,088,226 
                                        

Mutual fund

  3,430,670   -   -   (185,056)  16,925   3,605,513   -   -   83,200   100,125 
                                        

Certificates of deposits

  -   949,815   -   -   -   -   1,453,326   -   -   - 

TOTAL

 $8,477,227  $949,815   -  $73,002  $4,174,484  $8,979,499  $1,453,326   -  $12,244  $4,188,351 

 

 
-23-

 

 

The fair value of these assets as of July 1, 2012June 30, 2013 was as follows:

 

 

Quoted

  

Significant

     

Unrealized

  

Cumulative

 
 

Price for

  

Other

  

Significant

  

gains/(losses) 

  

Unrealized

 
 

Identical

  

Observable

  

Unobservable

  

for the

  

gains/(losses)

 
 

Assets

  

Inputs

  

Inputs

  

Year Ended

  

as of

 

Description

 

Quoted

Price for

Identical

Assets

(Level 1)

  

Significant
Other
Observable
Inputs

(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

  

Unrealized
gains/(losses)

for the
Year Ended
July 1, 2012

  

Cumulative

Unrealized

gains/(losses)

as of
July 1, 2012

  

(Level 1)

  

(Level 2)

  

(Level 3)

  

June 30, 2013

  

June 30, 2013

 
                                        

Equity securities

 $4,788,498  $-  $-  $374,386  $3,899,500  $5,046,557  $-  $-  $258,058  $4,157,559 
                                        

Mutual fund

  3,498,182   -   -   38,962   201,981   3,430,670   -   -   (185,056)  16,925 
                                        

Certificates of deposits

  -   3,863,721   -   -   -   -   949,815   -   -   - 

TOTAL

 $8,286,680  $3,863,721   -  $413,348  $4,101,481  $8,477,227  $949,815   -  $73,002  $4,174,484 

 

   The fair value of certificates of deposits is estimated using net present value techniques and comparing the values to certificates with similar terms.

 

4. LAND, BUILDINGS, AND EQUIPMENT

    Land, buildings, and equipment, asat cost, consisted of the following:

 

  

June 29, 

  

June 30,

 
  

2014 

  

2013

 

Buildings

 $18,504,838  $18,114,523 

Leasehold and building improvements

  8,069,448   7,922,989 

Bowling lanes and equipment

  22,230,327   22,155,815 

Land

  10,526,607   10,555,210 

Amusement games

  750,079   790,222 

Bowling lanes and equipment not yet in use

  164,123   585,379 
   60,245,422   60,124,138 

Less accumulated depreciation and amortization

  39,358,295   38,144,649 
  $20,887,127  $21,979,489 

  

June 30,

2013

  

July 1,

2012

 

Buildings

 $18,114,523  $18,205,337 

Leasehold and building improvements

  7,922,989   7,958,366 

Bowling lanes and equipment

  22,155,815   22,891,473 

Land

  10,555,210   10,590,450 

Amusement games

  790,222   818,190 

Bowling lanes and equipment not yet in use

  585,379   276,621 
   60,124,138   60,740,437 

Less accumulated depreciation and amortization

  38,144,649   38,021,911 
  $21,979,489  $22,718,526 

 

    Depreciation and amortization expense for buildings and equipment for fiscal years 2014 and 2013 was $1,323,276, and 2012 was $1,426,175, and $1,465,149, respectively. The Company includes construction in progress costs in the bowling lanes and equipment not yet in use category until completion of the project. Bowling lanesand equipment not yet in use are not depreciated.

 

5. COMMITMENTS AND CONTINGENCIES

Lease Commitments

    The Company and its subsidiaries are obligated under long-term real estate lease agreements for two bowling centers. Certain of the Company's real estate leases provide for additional annual rents based upon total gross revenues and increases in real estate taxestaxes.

    In June 2014, the Company amended a lease for one location for a five year and insurance.3 month period with an option for an additional five year period such that the lease including the five year option now expires in 2024.

 

 
-24-

 

 

    At June 30, 2013,29, 2014, the minimum fixed rental commitments related to all non-cancelable leases, were as follows:

           

Year Ending

    

2014

 $280,667 

2015

  16,667 

Total minimum lease payments

 $297,334 

Year Ending

        

2015

 $315,500     

2016

  318,000     

2017

  318,000     

2018

  318,000     

2019

  318,000     

Thereafter

  33,834     

Total minimum lease payments

 $1,621,334     

 

    Net rent expense was as follows:

      
  

For the Years Ended

 
  

June 30,

2013

  

July 1,

2012

 
         

Minimum rent under operating leases

 $288,000  $288,000 

Excess percentage rents

  -   - 
  $288,000  $288,000 

  

For the Years Ended

 
  

June 29,

  

June 30,

 
  

2014 

  

2013

 
         

Minimum rent under operating leases

 $288,000  $288,000 

Excess percentage rents

  -   - 
  $288,000  $288,000 

 

Purchase Commitments

    The Company's purchase commitments at June 30, 201329, 2014 are for materials, supplies, services and equipment as part of the normal course of business.

 

6. PROFIT-SHARING AND ESOP PLAN

    The Company has two defined contribution plans. The first is a profit-sharing plan which, generally, covers all employees who on the last day of the fiscal year or December 29 have been employed for one year with at least one thousand hours of service. The Plan provides for Company contributions asdetermined by the Board of Directors. For the years ended June 29, 2014 and June 30, 2013, and July 1, 2012, contributions in the amounts of $124,000$48,000 and $50,000,$124,000, respectively, were charged to operating expense.

 

    Effective March 31, 1987, the Company adopted an Employee Stock Ownership Plan (ESOP) which generally covers all individuals who were employed at the end of the fiscal year and had one thousand or more hours of service during that fiscal year. The Plan provides for Company contributions as determinedby the Board of Directors. The Company contributed $48,000 for fiscal year 2014. For fiscal year 2013, the Company contributed 9,500 shares of Bowl America common stock valued at $123,500, based on the market price on the date of contribution. The Company contributed $50,000 for fiscal year 2012. The Company has no defined benefit plan or other post retirement plan.

 

7. INCOME TAXES

    The Company is required to analyze all material positions it has taken or plans to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s financial statements.

 

-25-

The Company had no material unrecognized tax benefits at June 30, 201329, 2014 nor does it expect any significant change in that status during the next twelve months. No accrued interest or penalties onuncertainonuncertain tax positions have been included on the consolidated statements of earnings and comprehensive earnings or the consolidated balance sheet. Should the Company adopt tax positions for which it would be appropriate to accrue interest and penalties, such costs would be reflected in the tax expense for the period in which such costs accrued. The Company is subject to U.S. Federal income tax and to several state jurisdictions. Returns filed for tax periods ending after June 28, 200927, 2010 are still open to examination by those relevant taxing authorities.

-25-

 

    The significant components of the Company's deferred tax assets and liabilities were as follows:

   
  

June 29, 

  

June 30,

 
  

2014 

  

2013

 

Deferred tax:

        

Land, buildings, and equipment

 $827,197  $1,031,993 

Unrealized gain on available-for-sale securities

  1,596,862   1,590,479 

Prepaid expenses and other

  (31,138)  (29,246)

Deferred tax liabilities

 $2,392,921  $2,593,226 

  

June 30,

2013

  

July 1,

2012

 

Deferred tax:

        

Land, buildings, and equipment

 $1,031,993  $1,255,699 

Unrealized gain on available-for-sale securities

  1,590,479   1,563,743 

Dividends received

        

Prepaid expenses and other

  (29,247)  (27,453)

Deferred tax liabilities

 $2,593,225  $2,791,989 
 

Income tax expense differs from the amounts computed by applying the U.S. Federal income tax rate to income before tax for the following reasons:

 
  

For the Years Ended

 
  

2013

  

2012

 

Taxes computed at statutory rate

  34.0%  34.0%

State income taxes, net of Federal income tax benefit

  4.0   2.4 

Dividends received exclusion

  (1.3)  (3.0)

All other net

  (1.2)  (4.3)
   35.5%  29.1%

  

For the Years Ended

 
  

2014 

  

2013 

 

Taxes computed at statutory rate

  34.0%  34.0%

State income taxes, net of Federal income tax benefit

  (4.6)  4.0 

Dividends received exclusion

  (6.6)  (1.3)
All other net  3.7   (1.2)
   26.5%  35.5%

  

   Income tax expense from continuing operations differs from the amounts computed by applying the

U.S.theU.S. Federal income tax rate to income from continuing operations before tax for the following reasons:

 

 

For the Years Ended

  

For the Years Ended

 
 

2013

  

2012

  

2014

  

2013

 

Taxes computed at statutory rate

  34.0%  34.0%  34.0%  34.0%

State income taxes, net of Federal income tax benefit

  4.0   2.4   (4.6)  4.0 

Dividends received exclusion

  (2.8)  (2.9)  (6.6)  (2.8)

All other net

  (2.8)  (4.0)  3.7   (2.8)
  32.4%  29.5%  26.5%  32.4%

 

 
-26-

 

 

8. STOCKHOLDERS' EQUITY

    The Class A shares have one vote per share voting power.share. The Class B shares may vote ten votes per share and are convertible to Class A shares at the option of the stockholder. In the year ended June 30, 2013, 53,945 shares of Class B stock were converted to Class A stock.

 

    At June 29, 2014, and June 30, 2013, and July 1, 2012, the Company had $39,093 in employee loans related to the issuance of shares. These loans are secured by the shares of the Company's common stock acquired and are full recourse notes. The notes bear interest at rates of 3.5%2% to 5%3.5% and are payable over a term of three years from the date of the agreements which range from 20112012 to 2013.2014. These employee loans have been recorded as a reduction of additional paid-in capital.

 

9. DEFERRED COMPENSATION

    Deferred compensation payable was a total of $40,213 at June 29, 2014, and $45,236 at June 30, 2013, and $50,221 at July 1, 2012.2013. The current portion of these amounts is $6,125 at June 29, 2014, and $6,042 at June 30, 2013, and $6,004 at July 1, 2012, and is included in accrued expenses.

 

10. DISCONTINUED OPERATIONS

      On May 30, 2013 the Company consummated the sale of Bowl America Winter Park in Orlando, Florida for $2,850,000 resulting in a gain on the sale of the land, building and equipment of $2,768,066.The$2,768,066.

The location had been operating with negative cash flow. In the yearsyear ended June 30, 2013 and July 1, 2012, revenues for this location were $295,611 and $323,775, respectively.$295,611.

 

 

June 30, 2013

  

July 1, 2012

  

June 29, 2014 

  

June 30, 2013

 
                

Gain on sale of Bowl America Winter Park

 $2,768,066  $-  $-  $2,768,066 

Loss on Bowl America Winter Park operations

  (74,398)  (117,018)  (4,268)  (74,398)

Discontinued operations income (loss) before taxes

  2,693,668   (117,018)  (4,268)  2,693,668 
                

Net income taxes and tax benefit

  1,024,219   (42,620)

Gain (loss) from discontinued operations, net of tax

 $1,669,449  $(74,398)

Net income tax (benefit) and taxes

  (1,494)  1,024,219 

(Loss) gain from discontinued operations, net of tax

 $(2,774) $1,669,449 

                                             

 

-27-