FORM  10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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

 

FOR THE QUARTERLY PERIOD ENDED:DECEMBER27OCTOBER 2, 20156

 

COMMISSION FILE NUMBER:001-7829001-7829

 

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

 

MARYLAND

54-0646173

(State of Incorporation)

(I.R.S.Employer Identification No)No.)

 

6446 Edsall Road, Alexandria, Virginia  22312

(Address of principal executive offices)(Zip Code)

 

(703) 941-6300

(Registrant's telephone number including area code)

 

 

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

 

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

YesX No __

 

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

 

Large Accelerated Filer __

Accelerated Filer __

Non-Accelerated Filer __

Smaller Reporting Company X

 

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

Yes __    NoX

 

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

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

 

  

Shares Outstanding at

  

January 28,November 11, 2016

Class A Common Stock,

  

$.10 par value

3,746,454

  

  

Class B Common Stock,

  

$.10 par value

1,414,517

 

 
 

 

  

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

  (Unaudited)

                                    

 

Thirteen Weeks Ended

  

Twenty-six Weeks Ended

  

Thirteen Weeks Ended

 
 

December 27,

  

December 28,

  

December 27,

  

December 28,

  

October 2,

  

September 27,

 
 

2015

  

2014

  

2015

  

2014

  

2016

  

2015

 

Operating Revenues:

                        

Bowling and other

 $4,166,052  $4,203,410  $7,640,085  $7,504,753  $3,577,379  $3,474,033 

Food, beverage and merchandise sales

  1,839,977   1,766,628   3,286,107   3,094,629   1,486,957   1,446,130 

Total Operating Revenues

  6,006,029   5,970,038   10,926,192   10,599,382 

Total Operating Revenue

  5,064,336   4,920,163 
                        

Operating Expenses:

                        

Employee compensation and benefits

  2,736,556   2,742,256   5,483,101   5,495,483   2,681,333   2,746,545 

Cost of bowling and other services

  1,447,483   1,478,048   2,958,095   3,006,754   1,469,370   1,510,612 

Cost of food, beverage and merchandise sales

  563,038   553,436   1,032,380   988,626   482,275   469,342 

Depreciation and amortization

  338,595   330,813   674,782   656,205   292,694   336,187 

General and administrative

  231,588   235,073   463,369   452,426   230,776   231,781 

Total Operating Expenses

  5,317,260   5,339,626   10,611,727   10,599,494   5,156,448   5,294,467 
                        

Operating Income (loss)

  688,769   630,412   314,465   (112

)

Operating Loss

  (92,112

)

  (374,304

)

Interest, dividend and other income

  94,132   110,991   240,660   257,298   93,714   146,528 

Interest expense

  2,722   - 

Loss before provision for income tax benefit

  (1,120

)

  (227,776

)

Provision for income tax benefit

  (400

)

  (79,700

)

                        

Earnings before provision for income taxes

  782,901   741,403   555,125   257,186 

Net loss

 $(720

)

 $(148,076

)

                        

Provision for income taxes

  274,000   259,500   194,300   90,000 
                

Net Earnings

 $508,901  $481,903  $360,825  $167,186 
                

Earnings per share-basic & diluted

 $.10  $.09  $.07  $.03 
                

NET EARNINGS PER SHARE

 $.10  $.09  $.07  $.03 

Net loss per share-basic & diluted

  (.00

)

  (.03

)

                        

Weighted average shares outstanding

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

Dividends paid

 $877,365  $877,365  $1,754,730  $1,754,730  $877,365  $877,365 
                        

Per share, dividends paid, Class A

 $.17  $.17  $.34  $.34  $.17  $.17 
                        

Per share, dividends paid, Class B

 $.17  $.17  $.34  $.34  $.17  $.17 

 

The operating results for the thirteen (13) and twenty-six (26) week periodsperiod ended December 27, 2015October 2, 2016 are not necessarily indicative of results to be expected for the year.  See notes to condensed consolidated financial statements.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (CONTINUED)

(Unaudited)

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

 

  

Thirteen Weeks Ended

  

Twenty-six Weeks Ended

 
  

December 27,

  

December 28,

  

December 27,

  

December 28,

 
  

2015

  

2014

  

2015

  

2014

 
                 

Net Earnings

 $508,901  $481,903  $360,825  $167,186 

Other comprehensive earnings- net of tax

                

Unrealized gain (loss) on available-for-sale securities net of tax (benefit) of $89,467 and ($74,506) for 13 weeks, and $91,345 and ($100,296) for 26 weeks

  145,356   (121,049

)

  (148,406

)

  (162,948

)

Reclassification adjustment for gain included in net

           

 

    
Income net of tax of $9,258   -    -   (15,041   - 
                 

Comprehensive earnings

 $654,257  $360,854  $197,378  $4,238 
  

Thirteen Weeks Ended

 
  

October 2,

  

September 27,

 
  

2016

  

2015

 
         

Net Loss

 $(720

)

 $(148,076

)

Other comprehensive earnings-net of tax

        

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

  (187,618

)

  (293,762

)

         

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

  3,619   (15,041

)

         

Comprehensive Loss

 $(184,719

)

 $(456,879

)


 

The operating results for the thirteen (13) and twenty-six (26) week periodsperiod ended December 27, 2015October 2, 2016 are not necessarily indicative of results to be expected for the year.

 

See notes to condensed consolidated financial statements.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

As of

  

As of

 
 

December 27,

  

June 28,

  

October 2,

  

July 3,

 
 

2015

  

2015

  

2016

  

2016

 

ASSETS

ASSETS

 

ASSETS

 

CURRENT ASSETS:

                

Cash and cash equivalents

 $2,061,395  $778,367  $571,487  $986,193 

Short-term investments

  133,754   133,729   485,452   484,558 

Inventories

  596,645   552,889   591,287   561,217 

Prepaid expenses and other

  189,136   488,212   426,559   664,379 

Income taxes refundable

  58,009   51,309   187,060   - 

TOTAL CURRENT ASSETS

  3,038,939   2,004,506   2,261,845   2,696,347 

LAND, BUILDINGS & EQUIPMENT

        

Net of accumulated depreciation of $40,902,232 and $40,237,794

  19,854,951   20,417,454 

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

  19,336,340   19,523,856 

OTHER ASSETS:

                

Marketable securities

  7,662,594   8,866,392 

Marketable investment securities

  8,540,728   8,824,456 

Cash surrender value-life insurance

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

Other

  66,465   66,465   66,315   66,315 

TOTAL OTHER ASSETS

  8,436,651   9,640,449   9,347,204   9,630,932 

TOTAL ASSETS

 $31,330,541  $32,062,409  $30,945,389  $31,851,135 
                

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

                

Accounts payable

 $536,007  $709,453  $439,729  $660,711 

Accrued expenses

  728,465   1,001,754   773,467   1,193,463 

Dividends payable

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

Income taxes payable

  -   207,840 

Short-term note payable

  500,000   - 

Other current liabilities

  1,663,655   290,833   940,073   325,982 

Current deferred income taxes

  9,113   9,113   27,850   27,850 

TOTAL CURRENT LIABILITIES

  3,814,605   2,888,518   3,558,484   3,293,211 

LONG-TERM DEFERRED COMPENSATION

  28,897   28,897   23,620   23,620 

NONCURRENT DEFERRED INCOME TAXES

  2,070,312   2,170,915   2,273,354   2,384,962 

TOTAL LIABILITIES

  5,913,814   5,088,330   5,855,458   5,701,793 
                

COMMITMENTS AND CONTINGENCIES (Note 3)

        

COMMITMENTS AND CONTINGENCIES

        
                

STOCKHOLDERS' EQUITY

                

Preferred stock, par value $10 a share:

                

Authorized and unissued, 2,000,000 shares

  -   - 

Authorized and unissued,2,000,000 shares

  -   - 

Common stock, par value $.10 a share:

                

Authorized, 10,000,000 shares

                

Class A issued and outstanding 3,746,454

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

Class B issued and outstanding 1,414,517

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

Additional paid-in capital

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

Accumulated other comprehensive earnings-

                

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

  2,289,441   2,452,888 

Unrealized gain on available-for-sale

        

securities, net of tax

  2,805,261   2,986,587 

Retained earnings

  14,757,081   16,150,986   13,914,465   14,792,550 

TOTAL STOCKHOLDERS'EQUITY

  25,416,727   26,974,079   25,089,931   26,149,342 
                

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY

 $31,330,541  $32,062,409  $30,945,389  $31,851,135 

 

See notes to condensed consolidated financial statements.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

 

 

Twenty-six Weeks Ended

  

Thirteen Weeks Ended

 
 

December 27,

  

December 28,

  

October 2,

  

September 27,

 
 

2015

  

2014

  

2016

  

2015

 

Cash Flows From Operating Activities

                

Net earnings

 $360,825  $167,186 

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

        

Net loss

 $(720

)

 $(148,076

)

Adjustments to reconcile net lossto net cash provided byoperating activities:

        

Depreciation and amortization

  674,782   656,205   292,694   336,187 

Loss on involuntary cancellation of available-for-sale securities

  5,845   - 

Gain on sale of available-for-sale securities

  (24,299

)

  -   -   (24,299

)

Changes in assets and liabilities

                

Increase in inventories

  (43,756

)

  (60,633

)

  (30,070

)

  (62,507

)

Decrease in prepaid & other

  299,076   513,795   237,820   298,485 

Increase in income taxes refundable

  (6,700

)

  (2,000

)

  (187,060

)

  (26,000

)

(Increase) decrease in other long-term assets

  -   (800

)

Increase in deferred tax asset

  -   (79,700

)

Decrease in accounts payable

  (173,446

)

  (151,863

)

  (220,982

)

  (258,733

)

Decrease in accrued expenses

  (273,289

)

  (449,513

)

  (419,996

)

  (158,099

)

Decrease in income taxes payable

  -   -   (207,840

)

  - 

Increase in other current liabilities

  1,372,822   1,336,479   614,091   614,504 

Net cash provided by operating activities

  2,186,015   2,008,856   83,782   491,762 
                

Cash Flows From Investing Activities

                

Expenditures for land, building and equip

  (112,279

)

  (404,791

)

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

  (25

)

  1,319,754 

Expenditures for land, building and equipment

  (105,178

)

  (19,381

)

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

  (894

)

  (12

)

Proceeds from sale of available-for-sale securities

  1,000,000   -   -   1,000,000 

Purchases of marketable securities

  (35,953

)

  (50,409

)

Net cash provided by (used in)Investing activities

  851,743   864,554 

Net purchases of marketable securities

  (15,051

)

  (18,578

)

Net cash (used in) provided by investing activities

  (121,123

)

  962,029 
                

Cash Flows From Financing Activities

                

Proceeds from note payable

  500,000   - 

Payment of cash dividends

  (1,754,730

)

  (1,754,730

)

  (877,365

)

  (877,365

)

        

Net cash used in financing activities

  (1,754,730

)

  (1,754,730

)

  (377,365

)

  (877,365

)

                

NetIncrease (decrease)in Cash and Equivalents

  1,283,028   1,118,680 

NetChangein Cash and Equivalents

  (414,706

)

  576,426 
                

Cash and Equivalents, Beginning of period

  778,367   842,114 

Cash andCashEquivalents, Beginning of period

  986,193   778,367 
                

Cash and Equivalents, End of period

 $2,061,395  $1,960,794 

Cash andCashEquivalents, End of period

 $571,487  $1,354,793 
                
                

Supplemental Disclosures of Cash Flow Information

                

Cash Paid During the Period for:

                

Interest

  2,722   - 

Income taxes

 $201,000  $92,000  $394,500  $26,000 

 

See notes to condensed consolidated financial information.statements.

 

 

  

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Thirteen and Twenty-six Weeks Ended

December 27, 2015October 2, 2016

(Unaudited)

 

1.  Basis for Presentation

 

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

 

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

 

2.  Investments

 

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

 

 

December 27, 2015

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain/

(loss)

 

October2, 2016

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

 

Short-term investments

 $133,754  $133,754  $-  $485,452  $485,452  $- 

Equity securities

 $4,932,251  $1,285,759  $3,646,492  $5,703,049  $1,279,914  $4,423,135 

Mutual funds

 $2,730,343  $2,678,243  $52,100  $2,837,679  $2,728,910  $108,769 

June28, 2015

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

(loss)

 

July3, 2016

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

 

Short-term investments

 $133,729  $133,729  $-  $484,558  $484,558  $- 

Equity securities

 $5,190,387  $1,285,759  $3,904,628  $6,001,841  $1,285,759  $4,716,082 

Mutual funds

 $3,676,005  $3,617,991  $58,014  $2,822,615  $2,713,860  $108,755 

 

 

 

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

 

December 27, 2015

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

October 2, 2016

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
                        

Certificates of deposits

 $-  $133,754  $-  $-  $485,452  $- 

Equity securities

  4,932,251   -   -   5,703,049   -   - 

Mutual funds

  2,730,343   -   -   2,837,679   -   - 
                        

Total

 $7,662,594  $133,754  $-  $8,540,728  $485,452  $- 

June 28, 2015

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

July 3, 2016

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
                        

Certificates of deposits

 $-  $133,729  $-  $-  $484,558  $- 

Equity securities

  5,190,387   -   -   6,001,841   -   - 

Mutual funds

  3,676,005   -   -   2,822,615   -   - 
                        

Total

 $8,866,392  $133,729  $-  $8,824,456  $484,558  $- 

 

The shares of common stock included in the equity securities portfolio as of December 27, 2015 were:includes the following stocks:

 

AT&T shares

82,112

Manulife shares

2,520

DexMediaCSAL shares

412 

815

NCR shares

774

Teradata shares

774

Vodafone shares

6,471

CenturyLink shares

4,398

Frontier Communications shares

4,508

Sprint shares

40,000

Verizon shares

31,904

Windstream shares

679 

CSAL shares

815 

679

 

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

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

 

2. Note Payable

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

3.  Commitments and Contingencies

 

The Company’s purchase commitments at December 27, 2015October 2, 2016, are for materials, supplies, services and equipment as part of the normal course of business.

 

4.  Employee benefit plans

 

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

 


5. New Accounting Standards

 

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

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

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


 

6. Subsequent Events

 

    The Company has evaluated subsequent events through the time of filing these financial statements with the Securities and Exchange Commission on February 9,November 15, 2016, and has determined that no material subsequent events have occurred.

 

7.  Reclassifications

 

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

 

 

  

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

 

FORWARD-LOOKING STATEMENTS

 

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

 

LIQUIDITY AND CAPITAL RESOURCES

 

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

 

With the exception of 13,120 shares of Verizon, the common stocks in our portfolio have come from spin-offs, mergers and acquisitions of AT&T and United Telecommunications (now Sprint) purchased in 1979 and 1984 and from one insurance company acquired at no cost when thatthe company demutualized. The Company purchased a total of 10,000 shares of Verizon during previous periods at a cost of approximately $430,000 and 3,120 shares of Verizon were received as a special dividend from Vodafone. NotWhile not all stocks in the portfolio are domestic American companies any longer. Sincelonger, since the original purchases at an approximate cost of $630,000, we have received approximately $967,000 from mergers and sales and over $4,151,000$4,400,000 in dividends, the majority of which receive favorablewere tax treatmentfavored in the form of a dividends received deductionexclusion from federal taxable income. The dividends received deductionexclusion continues into this fiscal year. These equitymarketable securities are carried at their fair value on the last day of each reporting period. The fair value of the securities on December 27, 2015October 2, 2016 was approximately $4,900,000.$5.7 million. The value of securities held at July 3, 2016 was approximately $6 million. Short-term investments consisting mainly of Certificates of Deposits, cash and cash equivalents totaled $1,057,000 at October 2, 2016 compared to $1,471,000 at July 3, 2016.

 

The Company’s original investment in the Vanguard GNMA bond fund began in 1988 with purchases of shares in the fund totaling approximately $1,400,000. In August 2015, $1,000,000 of this fund was redeemed to meet the August 2015 dividend payment. The fund is carried at fair value on the last day of the reporting period. At December 27, 2015,October 2, 2016, the value was approximately $2,730,000.

Short-term investments consisting mainly$2,838,000. In August 2015 $1,000,000 of Certificates of Deposits, and cash and cash equivalents totaled $2,195,000 atthis fund was redeemed to meet the end of the fiscal second quarter of 2016 compared to $912,000 at June 28, 2015.August 2015 dividend payment.

 

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

 

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

During the three-month period ended December 27, 2015,October 2, 2016, the Company expended approximately $112,000$105,000 for the purchase of building, entertainment and restaurant equipment.  TheExcept as noted above, the Company has no long-term debt and has made no application forcurrent plans to obtain additional third party funding as cash and cash flows are sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.

 


The six-monthfirst quarter decreases in the categories of Prepaid expenses and other and of Accounts Payable and Accrued Expenses arewere attributable primarily due to seasonalthe timing of the payments including compensation, insurance and taxes and for contributions to benefit plans.


 

Current liabilities generally increase during the first three quarters of the fiscal year as bowling leagues deposit prize fund monies with the Company throughout the league season. These funds are returned to the leagues at the end of the bowling season, generally in the fourth quarter. At December 27, 2015,October 2, 2016, league deposits of approximately $1,449,000$766,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the twenty-sixthirteen weeks ended December 27, 2015October 2, 2016 was $2,186,000$84,000 which, along with cash on hand, and redemptiona note in the amount of a portion of the Vanguard GNMA fund, mentioned above,$500,000 was sufficient to meet day-to-day cash needs and pay dividends. Cash dividends of approximately $877,000, or $.17 per share, were paid to shareholders during the quarterthree-month period ended December 27, 2015, and the six months total was approximately $1,754,000 or $.34 per share.October 2, 2016.  In December 2015September 2016, the Company declared a regular quarterly dividend of $.17 per share, payable February 10, 2016 to shareholders of record on January 14,November 16, 2016.  The economic climate is part of the consideration at the Directors’ quarterly reviews of future estimates of cash flows. The Board of Directors decides the amount and timing of any dividend at its quarterly meeting based on its appraisal of the state and trends of the business and estimate of future opportunities at such time.

 

OVERVIEWOverview

 

The Company is in the entertainment business which, by its nature, has ups and downs based on consumer tastes and preferences.  Generally, promotional and open play bowling which depends on the public’s discretionary budget dollars and their choices, accounts for more than half of our business. An unstable economy can lead many to participate in entertainment that is close to home and relatively inexpensive.  Bowling has those advantages.  However the longerif the economy remains unsteady, theremainsunstable, people are less willing people are to spend on other than necessities.  Weather is also a factor, especially for casual bowlers.  While extreme heat or rainy weather 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 neverisnever recovered.  The Company operates primarily in the Washington, DC area where its business is vulnerable to decreases in government spendingsequestration or other downsizing of the federal government. Current economic conditions continue to create challenging times but our response will be helped by having the resources to be able to promote the sport.

 

RESULTS OF OPERATIONS

 

The following tables settable sets forth the items in our consolidated summary of operations for the fiscal quarters ended October 2, 2016 and year-to-date periods ended DecemberSeptember 27, 2015, and December 28, 2014, and the dollar and percentage changes therein.

 

 

Thirteen weeks ended

  

Thirteen weeks ended

 
 

December 27, 2015 and December 28, 2014

  

October 2, 2016 and September 27, 2015

 
 

Dollars in thousands

  

Dollars in thousands

 
 

2015

  

2014

  

Change

  

% Change

  

2016

  

2015

  

Change

  

% Change

 

Operating Revenues:

                                

Bowling and other

 $4,166  $4,203  $(37

)

  (0.9

)

 $3,577  $3,474  $103   3.0 

Food, beverage and merchandise sales

  1,840   1,767   73   4.1   1,487   1,446   41   2.8 

Total Operating Revenue

  6,006   5,970   36   0.6 
  5,064   4,920   144   2.9 

Operating Expenses:

                                

Employee Compensation and benefits

  2,736   2,742   (6

)

  (0.2

)

  2,681   2,746   (65

)

  (2.4

)

Cost of bowling and other services

  1,447   1,478   (31

)

  (2.1

)

  1,469   1,511   (42

)

  (2.8

)

Cost of food, beverage and merchandise sales

  563   554   9   1.6   482   469   13   2.8 

Depreciation and amortization

  339   331   8   (2.4

)

  293   336   (43

)

  (12.8

)

General and administrative

  232   235   (3

)

  (1.3

)

  231   232   (1  (0.4

Total Operating Expenses

  5,317   5,340   (23

)

  (.4

)

                  5,156   5,294   (138

)

  (2.6

)

Operating Income

  689   630   59   9.4 
                

Operating loss

  (92

)

  (374

)

  282   75.4 
                

Interest, dividend and other income

  94   111   (17

)

  (15.3

)

  94   146   (52

)

  (35.6

)

Interest expense

  3   -   3   100.0 

Loss before tax benefit

  (1

)

  (228

)

  227   99.6 

Income tax benefit

  -   (80

)

  80   100.0 
                                

Earnings before taxes

  783   741   42   5.7 

Income taxes

  274   259   15   5.8 

Net Earnings

 $509   482   27   5.6 

Net loss

 $(1

)

 $(148

)

 $147   99.3 

 

 

 

  

Twenty-six weeks ended

 
  

December 27, 2015 and December 28, 2014

 
  

Dollars in thousands

 
  

2015

  

2014

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $7,640  $7,505  $135   1.8 

Food, beverage and merchandise sales

  3,286   3,094   192   6.2 

Total Operating Revenues

  10,926   10,599   327   3.1 

Operating Expenses:

                

Employee Compensation and benefits

  5,483   5,495   (12

)

  (0.2

)

Cost of bowling and other services

  2,958   3,007   (49

)

  (1.6

)

Cost of food, beverage and merchandise sales

  1,033   989   44   4.4 

Depreciation and amortization

  675   656   19   2.9 

General and administrative

  463   452   11   2.4 

Total Operating Expenses

  10,612   10,599   13   .1 
                 

Operating income

  314   0   314   100.0 

Interest, dividend and other income

  241   257   (16

)

  6.2 
                 

Earnings before taxes

  555   257   298   116.0 

Income taxes

  194   90   104   115.6 

Net Earnings

 $361  $167  $194   116.2 

Earnings were $508,901 or $.10 per share forFor the thirteen week period and $360,825ended October 2, 2016 there was a loss of $720 or $.07$.00 per share forshare. For the twenty-sixthirteen week period ended DecemberSeptember 27, 2015. For the thirteen-week and twenty-six periods ended December 28, 2014, net earnings were $481,903 or $.09 per share and $167,1862015 there was a loss of $148,076 or $.03 per share, respectively. Management believes thatshare. Eighteen locations were in operation in both the continuing uncertainty of an economic recoverycurrent and prior year quarters. The bowling business is seasonal and the consequences of federal tax and spending provisions are influencingfirst quarter which includes summer months is typically the public’s view of discretionary spending.slowest. The operating results for the fiscal 2016 periods2017 period included in this report are not necessarily indicative of results to be expected for the year.

 

Operating Revenues

 

Total operating revenues increased $36,0002.9% or $144,000 to $6,006,000$5,064,000 in the most recentthirteen-week period ended October 2, 2016, compared to an increase of 6.3% or $291,000 to $4,920,000 in the three-month period ended September 27, 2015.  Bowling and other revenue increased $103,000 or 3% in the current year fiscal quarter compared to an increase of $3,000 to $5,970,000 in the three-month period ended December 28, 2014.  The current fiscal six-month period operating revenues were up $327,000 versus a decrease of $118,000$173,000 or 5% in the comparable six-month period aprior year ago.  Bowling and other revenue decreased $37,000 in the quarter and increased $135,000 year-to-date for the periods ended December 27, 2015 versus a decline of $13,000 in the quarter and a decrease of $106,000 for the six-month period ended December 28, 2014.

quarter. Food, beverage and merchandise sales increased $73,000were up $41,000 or 4%2.8% in the current year quarter and were up $192,000due to increased traffic, compared to an increase of $118,000 or 8.9% in the six-month period.prior year comparable quarter.  Cost of sales increased 2%$13,000 in the current fiscal three monthyear three-month period and 4% for the six month period ended December 27, 2015.due to higher sales.

 

Operating Expenses

 

Operating expenses were down $23,000$138,000 or 2.6% to $5,156,000 in the current three monththree-month period ended October 2, 2016 compared to an increase of $34,000 or 1% to $5,294,000 in the prior year quarter ended September 27, 2015.  Employee compensation and benefits were up $13,000 in six-month perioddown $65,000 or 2% and down $7,000 or less than 1%, respectively, versus decreases of  $152,000 or 3% and $263,000 or 2% in the threefiscal first quarters of 2017 and six month periods, respectively, last2016, respectively. The Company continued to make scheduling adjustments resulting in a decrease in compensation.  In addition, state unemployment tax rates decreased from the prior year. Employee compensation and benefits forIn the three and six month periods were down $6,000 and $12,000 or less than 1%, respectively, in the periods ended December 27, 2015. Groupcurrent year group health insurance costs decreased 10% as a result ofwere lower due to changes in plan offerings andwith lower premiums.   In the prior year comparable periods employee compensation and benefits expenses were down $26,000 or 1% and $87,000 or 2%, respectively.

Included in this category of expense are contributions to our two benefit plans, both of which are defined contribution plans. There is no additional obligation beyond the current year contribution.

 


Cost of bowling and other services decreased $49,000$42,000 or 2% and decreased $127,000 or 4%3% in the six-month periodsquarter ended DecemberOctober 2, 2016 versus a decrease of $18,000 or 1% in the comparable quarter ended September 27, 20152015. Maintenance and December 28, 2014, respectively. In the twenty-six weeks ended December 27, 2015, maintenance andrepairrepair costs declined $14,000were up $22,000 or 3%. Advertising costs during10% and $2,000 or 1% in the current year twenty-six weekand prior year quarters, respectively. The current year period included roof repairs and plumbing repairs at several locations. The prior fiscal year period included air conditioning repairs at several locations. Advertising costs decreased $6,000 or 7% in the quarter ended December 27, 2015, were flat. For the fiscal six month period ended December 27, 2015 utilityOctober 2, 2016.  Utility costs were down 2% primarily a result of lower gas expense as Novemberup $3,000 or 1% in the in both the current and December were unseasonably mild.prior year periods. Supplies and services expenses were down $20,000 or 10% and were up $9,000$15,000 or 2%8% in the current year six-month periodthirteen-week periods ended October 2, 2016 and were down $11,000 or 3% in the six-month period in the prior year. TheSeptember 27, 2015, respectively, partially due to timing of purchases was the primary reason for the fluctuations in both years.

Insurance expense excluding health insurance decreased 10% in the current year-to-date period versus a decrease of 1% in last year’s comparable period.bulk purchases.

 

Depreciation and amortization expense was up 3%down 13% in the current six-monththree-month period and down 9% in the prior year six-month period.ended October 2, 2016 as a large group of assets reached full depreciation.

 

As a result of thestated above, the first six-month periodquarter of the fiscal year is seasonally the slowest and the quarter ended October 2, 2016 resulted in an operating incomeloss of $314,000$720 compared to an operating loss of $112$148,000 in the prior year comparable six-month period.

 

Interest,Dividend and OtherIncome

 

Interest, dividend and other income decreased $16,000declined in the fiscalthree month period ended October 2, 2016 six-month periodprimarily due to the timing of receipts for ancillary income and increased $28,000 in the comparable 2015 year-to-date period, respectively. The current year decrease relates primarily to ancillary income.end of some parking lot rental agreements.

 

CRITICAL ACCOUNTING POLICIES

 

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

 


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

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective based on their evaluation of such controls and procedures as of December 27, 2015.October 2, 2016. There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended December 27, 2015,October 2, 2016, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

S.E.C. FORM 10-Q

 

PART II - OTHER INFORMATION

 

 

Item 6.  Exhibits.

 

20

Press release issued February 9,November 15, 2016 (furnished herewith)

  

  

31.1

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

  

  

31.2

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

  

  

32

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

  

101

Interactive data files for the thirteen and twenty six weeks ended December 27, 2015October 2, 2016 in eXtensible BusinessReportingBusiness Reporting Language

 


 

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

 

  

Bowl America Incorporated

  

(Registrant)

  

  

Date: February 9,November 15, 2016

By:/s/ /s/ Leslie H Goldberg

  

Leslie H. Goldberg, President

  

  

  

  

  

  

Date: February 9,November 15, 2016

By:  /s/ Cheryl AA. Dragoo

  

Cheryl A. Dragoo, CFOController

 

 

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