UNITED STATESFORM  10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM  10-Q

 

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

 

FOR THE QUARTERLY PERIOD ENDED:JANUARYOCTOBER 1, 2017

 

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

 

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

YesX No __

 

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

 

Large Accelerated Filer __ Accelerated Filer __

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

 

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

 

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 29,November 10, 2017

Class A Common Stock,

  

$.10 par value

3,746,4543,746,454

  

  

Class B Common Stock,

  

$.10 par value

1,414,5171,414,517

 

 

 

 

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

  (Unaudited)

                                    

  

Thirteen Weeks Ended

  

Twenty-six Weeks Ended

 
  

January 1,

2017

  

December 27,

2015

  

January 1,

2017

  

December 27,

2015

 

Operating Revenues:

                

Bowling and other

 $4,378,959  $4,166,052  $7,956,338  $7,640,085 

Food, beverage and merchandise sales

  1,855,585   1,839,977   3,342,542   3,286,107 

Total Operating Revenues

  6,234,544   6,006,029   11,298,880   10,926,192 
                 

Operating Expenses:

                

Employee compensation and benefits

  2,737,379   2,736,556   5,418,712   5,483,101 

Cost of bowling and other services

  1,472,207   1,447,483   2,941,577   2,958,095 

Cost of food, beverage and merchandise sales

  577,183   563,038   1,059,458   1,032,380 

Depreciation and amortization

  275,198   338,595   567,892   674,782 

General and administrative

  210,565   231,588   441,341   463,369 

Total Operating Expenses

  5,272,532   5,317,260   10,428,980   10,611,727 
                 

Operating Income

  962,012   688,769   869,900   314,465 

Interest, dividend and other income

  111,188   94,132   204,902   240,660 

Interest expense

  2,594   -   5,316   - 
                 

Earnings before provision for income taxes

  1,070,606   782,901   1,069,486   555,125 
                 

Provision for income taxes

  374,700   274,000   374,300   194,300 
                 

Net Earnings

 $695,906  $508,901  $695,186  $360,825 
                 

Earnings per share-basic & diluted

 $.14  $.10  $.14  $.07 
                 

NET EARNINGS PER SHARE

 $.14  $.10  $.14  $.07 
                 

Weighted average shares outstanding

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

Dividends paid

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

Per share, dividends paid, Class A

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

Per share, dividends paid, Class B

 $.17  $.17  $.34  $.34 

  

Thirteen Weeks Ended

 
  

October 1,

  

October 2,

 
  

2017

  

2016

 

Operating Revenues:

        

Bowling and other

 $3,748,270  $3,577,379 

Food, beverage and merchandise sales

  1,515,483   1,486,957 

Total Operating Revenue

  5,263,753   5,064,336 
         

Operating Expenses:

        

Employee compensation and benefits

  2,683,871   2,681,333 

Cost of bowling and other services

  1,467,908   1,469,370 

Cost of food, beverage and merchandise sales

  472,887   482,275 

Depreciation and amortization

  236,084   292,694 

General and administrative

  206,628   230,776 

Total Operating Expenses

  5,067,378   5,156,448 
         

Operating Income (loss)

  196,375   (92,112

)

Interest, dividend and other income

  104,017   93,714 

Interest expense

  -   2,722 

Earnings (loss) before provision for income tax

  300,392   (1,120

)

Provision for income tax (benefit)

  105,200   (400

)

         

Net Income (loss)

 $195,192  $(720

)

         

Net Earnings (loss) per share-basic & diluted

  .04   (.00

)

         

Weighted average shares outstanding

  5,160,971   5,160,971 
         

Dividends paid

 $877,365  $877,365 
         

Per share, dividends paid, Class A

 $.17  $.17 
         

Per share, dividends paid, Class B

 $.17  $.17 

 

The operating results for the thirteen (13) and twenty-six (26) week periodsperiod ended JanuaryOctober 1, 2017 are not necessarily indicative of results to be expected for the year.  See notes to condensed consolidated financial statements.

 


 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (CONTINUED)

(Unaudited)

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

 

  

Thirteen Weeks Ended

  

Twenty-six Weeks Ended

 
  

January 1,

2017

  

December 27,

2015

  

January 1,

2017

  

December 27,

2015

 
                 

Net Earnings

 $695,906  $508,901  $695,186  $360,825 
Other comprehensive earnings- net of tax                

Unrealized gain (loss) on available-for-sale securities net of tax (benefit) of$54,819 and $89,467 for 13 weeks,and ($59,000) and $91,345 for 26 weeks

  88,938   145,356   (96,008

)

  (148,406

)

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

  -   -   3,619   (15,041

)

Comprehensive earnings

 $784,844  $654,257  $602,797  $197,378 
  

Thirteen Weeks Ended

 
  

October 1,

  

October 2,

 
  

2017

  

2016

 
         

Net Earnings (loss)

 $195,192  $(720

)

Other comprehensive earnings-net of tax

        

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

  147,185   (187,618

)

         

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

  (3,520

)

  3,619 
         

Comprehensive Earnings (loss)

 $338,857  $(184,719

)


 

The operating results for the thirteen (13) and twenty-six (26) week periodsperiod ended January October 1, 2017 are not necessarily indicative of results to be expected for the year.

 

See notes to condensed consolidated financial statements.

 


 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

  

As of

 
  

October 1,

  

July 2,

 
  

2017

  

2017

 

ASSETS

 

CURRENT ASSETS:

        

Cash and cash equivalents

 $814,258  $604,671 

Short-term investments

  1,971,764   2,951,315 

Inventories

  564,214   534,741 

Prepaid expenses and other

  360,657   555,687 

Income taxes refundable

  115,257   - 

Current deferred income tax benefit

  9,679   8,162 

TOTAL CURRENT ASSETS

  3,835,829   4,654,576 

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

  19,012,818   18,860,778 

OTHER ASSETS:

        

Marketable investment securities

  5,508,392   5,272,318 

Cash surrender value-life insurance

  772,326   772,326 

Other

  66,315   66,315 

TOTAL OTHER ASSETS

  6,347,033   6,110,959 

TOTAL ASSETS

 $29,195,680  $29,626,313 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

        

Accounts payable

 $409,110  $673,786 

Accrued expenses

  798,215   1,069,668 

Dividends payable

  877,365   877,365 

Income taxes payable

  -   22,543 

Other current liabilities

  918,927   342,324 

TOTAL CURRENT LIABILITIES

  3,003,617   2,985,686 

LONG-TERM DEFERRED COMPENSATION

  18,413   18,413 

NONCURRENT DEFERRED INCOME TAXES

  2,125,765   2,035,821 

TOTAL LIABILITIES

  5,147,795   5,039,920 
         

COMMITMENTS AND CONTINGENCIES

        
         

STOCKHOLDERS' EQUITY

        

Preferred stock, par value $10 a share:

        

Authorized and unissued, 2,000,000 shares

  -   - 

Common stock, par value $.10 a share:

        

Authorized, 10,000,000 shares

        

Class A issued and outstanding 3,746,454

  374,645   374,645 

Class B issued and outstanding 1,414,517

  141,452   141,452 

Additional paid-in capital

  7,854,108   7,854,108 

Accumulated other comprehensive earnings-

        

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

  2,625,653   2,481,988 

Retained earnings

  13,052,027   13,734,200 

TOTAL STOCKHOLDERS' EQUITY

  24,047,885   24,586,393 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $29,195,680  $29,626,313 

 

  

As of

 
  

January 1,

2017

  

July 3,

2016

 

ASSETS

      

CURRENT ASSETS:

        

Cash and cash equivalents

 $1,368,279  $986,193 

Short-term investments

  486,306   484,558 

Inventories

  553,952   561,217 

Prepaid expenses and other

  423,551   664,379 

Income taxes refundable

  44,960   - 

TOTAL CURRENT ASSETS

  2,877,048   2,696,347 

LAND, BUILDINGS & EQUIPMENT

        

Net of accumulated depreciation of $41,544,713 and $40,987,543

  19,126,593   19,523,856 

OTHER ASSETS:

        

Marketable securities

  8,719,110   8,824,456 

Cash surrender value-life insurance

  740,161   740,161 

Other

  66,315   66,315 

TOTAL OTHER ASSETS

  9,525,586   9,630,932 

TOTAL ASSETS

 $31,529,227  $31,851,135 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

CURRENT LIABILITIES:

        

Accounts payable

 $508,094  $660,711 

Accrued expenses

  644,325   1,193,463 

Dividends payable

  877,365   877,365 

Income taxes payable

  -   207,840 

Short-term note payable

  500,000   - 

Other current liabilities

  1,622,391   325,982 

Current deferred income taxes

  27,850   27,850 

TOTAL CURRENT LIABILITIES

  4,180,025   3,293,211 

LONG-TERM DEFERRED COMPENSATION

  23,620   23,620 

NONCURRENT DEFERRED INCOME TAXES

  2,328,173   2,384,962 

TOTAL LIABILITIES

  6,531,818   5,701,793 
         

COMMITMENTS AND CONTINGENCIES (Note 3)

        
         

STOCKHOLDERS' EQUITY

        

Preferred stock, par value $10 a share:

        

Authorized and unissued,2,000,000 shares

  -   - 

Common stock, par value $.10 a share:

        

Authorized, 10,000,000 shares

        

Class A issued and outstanding 3,746,454

  374,645   374,645 

Class B issued and outstanding 1,414,517

  141,452   141,452 

Additional paid-in capital

  7,854,108   7,854,108 

Accumulated other comprehensive earnings-

        

Unrealized gain on available-for-salesecurities, net of tax

  2,894,198   2,986,587 

Retained earnings

  13,733,006   14,792,550 

TOTAL STOCKHOLDERS'EQUITY

  24,997,409   26,149,342 
         

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY

 $31,529,227  $31,851,135 

See notes to condensed consolidated financial statements.


BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

  

Thirteen Weeks Ended

 
  

October 1,

  

October 2,

 
  

2017

  

2016

 

Cash Flows From Operating Activities

        

Net income (loss)

 $195,192  $(720

)

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

        

Depreciation and amortization

  236,084   292,694 

Loss on involuntary cancellation of available-for-sale securities

  -   5,845 

Gain on sale of available-for-sale securities

  (8,531

)

  - 

Changes in assets and liabilities

        

Increase in inventories

  (29,473

)

  (30,070

)

Decrease in prepaid & other

  195,030   237,820 

Increase in income taxes refundable

  (115,257

)

  (187,060

)

Decrease in accounts payable

  (264,676

)

  (220,982

)

Decrease in accrued expenses

  (271,453

)

  (419,996

)

Decrease in income taxes payable

  (22,543

)

  (207,840

)

Increase in other current liabilities

  576,603   614,091 

Net cash provided by operating activities

  490,976   83,782 
         

Cash Flows From Investing Activities

        

Expenditures for land, building and equipment

  (388,124

)

  (105,178

)

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

  (21

)

  (894

)

Proceeds from sale of available-for-sale securities

  1,000,000   - 

Net purchases of marketable securities

  (15,879

)

  (15,051

)

Net cash provided by (used in) investing activities

  595,976   (121,123

)

         

Cash Flows From Financing Activities

        

Proceeds from note payable

  -   500,000 

Payment of cash dividends

  (877,365

)

  (877,365

)

Net cash used in financing activities

  (877,365

)

  (377,365

)

         

Net Change in Cash and Equivalents

  209,587   (414,706

)

         

Cash and Cash Equivalents, Beginning of period

  604,671   986,193 
         

Cash and Cash Equivalents, End of period

 $814,258  $571,487 
         
         

Supplemental Disclosures of Cash Flow Information

        

Cash Paid During the Period for:

        

Interest

  -   2,722 

Income taxes

 $243,000  $394,500 

 

See notes to condensed consolidated financial statements.

 


 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

  

Twenty-six Weeks Ended

 
  

January 1,

  

December 27,

 
  

2017

  

2015

 

Cash Flows From Operating Activities

        

Net earnings

 $695,186  $360,825 

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

        

Depreciation and amortization

  567,892   674,782 

Loss on involuntary cancellation of available-for-sale securities

  5,845   - 

Gain on sale of available-for-sale securities

  -   (24,299

)

Changes in assets and liabilities

        

Decrease (increase) in inventories

  7,265   (43,756

)

Decrease in prepaid & other

  240,828   299,076 

Increase in income taxes refundable

  -   (6,700

)

(Increase) decrease in other long-term assets

  -   - 

Decrease in accounts payable

  (152,617

)

  (173,446

)

Decrease in accrued expenses

  (549,138

)

  (273,289

)

Decrease in income taxes payable

  (252,800

)

  - 

Increase in other current liabilities

  1,296,409   1,372,822 

Net cash provided by operating activities

  1,858,870   2,186,015 
         

Cash Flows From Investing Activities

        

Expenditures for land, building and equip

  (170,629

)

  (112,279

)

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

  (1,748

)

  (25

)

Proceeds from sale of available-for-sale securities

  -   1,000,000 

Purchases of marketable securities

  (49,677

)

  (35,953

)

Net cash provided by (used in) Investing activities

  (222,054

)

  851,743 
         

Cash Flows From Financing Activities

        

Proceeds from note payable

  500,000   - 

Payment of cash dividends

  (1,754,730

)

  (1,754,730

)

         

Net cash used in financing activities

  (1,254,730

)

  (1,754,730

)

         

NetIncreasein Cash and Equivalents

  382,086   1,283,028 
         

Cash and Equivalents, Beginning of period

  986,193   778,367 
         

Cash and Equivalents, End of period

 $1,368,279  $2,061,395 
         
         

Supplemental Disclosures of Cash Flow Information Cash Paid During the Period for:

        

Interest

 $5,316  $- 

Income taxes

 $627,100  $201,000 

See notes to condensed consolidated financial information.


BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Thirteen and Twenty-sixThirteen Weeks Ended

January October 1, 2017

(Unaudited)

 

1.  Basis for Presentation

 

The accompanying unaudited condensed consolidated financial statements of Bowl America Incorporated and subsidiaries (collectively, the(the "Company"), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  The condensed consolidated balance sheet as of July 3, 2016 2, 2017 has been derived from the Company's audited financial statements.  Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K10-K for the year ended July 3, 2016.2, 2017.

 

2.  Investments

 

     The Company’s investments are categorized as available-for-sale. Short-term investments consist of certificates of deposits with maturities of generally three months to one year. Equity securities consist primarily of telecommunications stocks. Mutual funds consist of federal agency mortgage backed securities (Ginnie Mae). The fair value of the Company’s investments at JanuaryOctober 1, 2017 and July 3, 2016 2, 2017 were as follows:

 

 

January 1, 2017

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain/

(loss)

 

Short-term investments

 $486,306  $486,306  $- 

Equity securities

 $5,932,982  $1,279,914  $4,653,068 

Mutual funds

 $2,786,128  $2,763,538  $22,590 

July3, 2016

Description

 

Fair Value

  

Cost basis

  

Unrealized Gain

(loss)

 

October 1, 2017

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

 

Short-term investments

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

Equity securities

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

Mutual funds

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

July 2, 2017

Description

 

 

Fair Value

  

 

Cost basis

  

 

Unrealized Gain

 

Short-term investments

 $133,922  $133,922  $- 

Equity securities

 $5,272,318  $1,279,914  $3,992,404 

Mutual funds

 $2,817,392  $2,800,144  $17,248 

 


 

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

 

January 1, 2017

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
             

Certificates of deposits

 $-  $486,306  $- 

Equity securities

  5,932,982   -   - 

Mutual funds

  2,786,128   -   - 
             

Total

 $8,719,110  $486,306  $- 

 

July 3, 2016

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
             

Certificates of deposits

 $-  $484,558  $- 

Equity securities

  6,001,841   -   - 

Mutual funds

  2,822,615   -   - 
             

Total

 $8,824,456  $484,558  $- 

October 1, 2017

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

 

Significant

Unobservable

Inputs

(Level 3)

 
             

Certificates of deposits

 $-  $133,880  $- 

Equity securities

  5,508,392   -   - 

Mutual funds

  1,837,820   -   - 
             

Total

 $7,346,212  $133,880  $- 

July 2, 2017

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

 

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
             

Certificates of deposits

 $-  $133,922  $- 

Equity securities

  5,272,318   -   - 

Mutual funds

  2,817,392   -   - 
             

Total

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

The shares of common stock included in the equity securities portfolio as of January 1, 2017 were:includes the following stocks:

 

AT&T shares

  82,112 

Manulife shares

  2,520 

CSAL shares

  815 

NCR shares

  774 

Teradata shares

  774 

Vodafone shares

  6,471 

CenturyLink shares

  4,398 

Frontier Communications shares

  4,508300 

Sprint shares

  40,000 

Verizon shares

  31,904 

Windstream shares

  679 

 

   On July 10, 2017, Frontier Communications completed a 1-for-15 reverse stock split reducing Bowl America’s holdings to 300 shares from 4,508. On August 1, 2016 Dex Media a spin off from Verizon, completed a financial restructure.restructuring. Previous shares of Dex Media’s common stock were cancelled with no distribution to shareholders resulting in a loss of $5,845$5,845 on the Company’s holdings.

 

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

 

3. Note Payable

     In August 2016, the Company obtained a $500,000 short-term loan that was due in February 2017. The loan interest was at the one month LIBOR rate plus 2.5% with interest only payable monthly. A portion of the loan was collateralized by certificates of deposits. The loan was paid in full on January 6, 2017.

4.  Commitments and Contingencies

 

The Company’sCompany’s purchase commitments at JanuaryOctober 1, 2017, are for materials, supplies, services and equipment as part of the normal course of business.

 


 

5.4.  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 post-retirementpostretirement plan.

 

 

6.5.  New Accounting Standards

 

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

 

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

 

There were no new accounting pronouncements during the quarter ended JanuaryOctober 1, 2017, that would impact theCompany.

Company.

6.  Subsequent Events

 

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

7.  Reclassifications

 

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

 


 

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

 

FORWARD-LOOKING STATEMENTS

 

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

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company views a strong financial position as a major benefit to shareholders and emphasizes payment of dividends as part of its financial plan.  A portion of earnings has consistently been invested to create a reserve to protect the Company in downturns in business, to capitalize on opportunities for expansion and modernization, to provide a secure source of income and to provide a predictable return to its owners.  For these reasons, the Company prefers a conservative approach to investing rather than taking greater risk for possible rapid growth.  The Company balances market volatility by using both fixed income and equity investments in managing its reserve funds. Any equity security is subject to price fluctuation, however, the stocks held by the Company have 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 shares ofthe common stockstocks 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 oneinsuranceone insurance company acquired at no cost when that company demutualized. While not all sharesstocks in the portfolio are domesticAmericandomestic American companies any longer, since the original purchases at an approximate cost of $630,000, we have receivedapproximatelyreceived approximately $967,000 from mergers and sales and over $4,400,000$4,700,000 in dividends, the majority of which were tax favored inthein the form of an exclusion from federal taxable income. The dividends exclusion continues into this fiscal year. ThesemarketableThese marketable securities are carried at their fair value on the last day of each reporting period. The value of the securities onJanuaryon October 1, 2017 was approximately $5,933,000 and on$5.5 million. The value of securities held at July 3, 20162, 2017 was approximately $6,002,000.$5.3 million.

 

The Company’sCompany’s original investment in the Vanguard GNMA bond fund began in 1988 with purchases of shares in the fund totaling approximately $1,400,000. The fund is carried at fair value on the last day of the reporting period. At JanuaryOctober 1, 2017, the value was approximately $2,786,000.$1,838,000. In August 2017, $1,000,000 of this fund was redeemed to meet the August 2017 dividend payment.

 

Short-term investments consisting mainlyincluding the GNMA fund, mentioned above, that was reclassified to short term investments from the category of marketable securities in the prior year, Certificates of Deposits, and cash and cash equivalents totaled $1,855,000$2,786,000 at the end of the fiscal second quarter ofOctober 1, 2017 compared to $1,471,000$3,557,000 at July 3, 2016.2, 2017.

 

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

 

In August 2016 the Company obtained a $500,000 short-term loan to meet the August 2016 dividend obligation. The loan was collateralized by certificates of deposits. Interest was due and paid monthly and was based on the one- month LIBOR rate plus 2.5%. The loan was repaid in full on January 6, 2017.

 

InDuring the six-monththree-month period ended JanuaryOctober 1, 2017, the Company expended approximately $170,000$388,000 for the purchase of building, entertainment and restaurant equipment.  TheExcept as noted above, the Company has no long-term debt and has no current plans to obtain additional third party funding as cash and cash flows are sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.


 

The 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 JanuaryOctober 1, 2017, league deposits of approximately $1,396,000$742,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the twenty-sixthirteen weeks ended January October 1, 2017 was $1,859,000$491,000 which, along with cash on hand, and a note in the amountredemption of $500,000,GNMA funds, mentioned above, was sufficient to meet day-to-day cash needs and pay dividends. Cash dividends of approximately $877,000, or $.17 per share, were paid to shareholders during the quarterthree-month period ended JanuaryOctober 1, 2017, and the six months total was approximately $1,754,000 or $.34 per share.2017.  In December 2016September 2017, the Company declared a regular quarterly dividend of $.17 per share, payable FebruaryNovember 15, 2017 to shareholders of record on January 10, 2017.  The economic climate is part of the consideration at the Directors’ quarterly reviews of future estimates of cash flows. The Board of Directors decides the amount and timing of any dividend at its quarterly meeting based on its appraisal of the state 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 inWhile bowling has the advantage of being an entertainment that is close to home and relatively inexpensive.  Bowling has those advantages.  Howeverinexpensive, new forms of sports and entertainment are offered to the longerpublic continually creating challenges, but our response is helped by having the economy remains unsteady,resources to be able to promote the less willing people are to spend on other than necessities.sport. Weather is also a factor, especially for casual bowlers.  While extreme heat or rainy weather prompt people to look for indoor activities, heavy snow storms can keep customers from reaching the centers. Postponed league games are made up later in the season, but lost open play income is never recovered.  The Company operates primarily in the Washington, DC area where its business is vulnerable to 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 and year-to-date periodsquarters ended JanuaryOctober 1, 2017 and December 27, 2015,October 2, 2016, and the dollar and percentage changes therein.

 

 

Thirteen weeks ended

  

Thirteen weeks ended

 
 

January 1, 2017 and December 27, 2015

  

October 1, 2017 and October 2, 2016

 
 

Dollars in thousands

  

Dollars in thousands

 
 

2016

  

2015

  

Change

  

% Change

  

2017

  

2016

  

Change

  

% Change

 

Operating Revenues:

                                

Bowling and other

 $4,379  $4,166  $213   5.1  $3,748  $3,577  $171   4.8 

Food, beverage and merchandise sales

  1,856   1,840   16   0.9   1,516   1,487   29   2.0 

Total Operating Revenue

  6,235   6,006   229   3.8 
  5,264   5,064   200   3.9 

Operating Expenses:

                                

Employee Compensation and benefits

  2,738   2,736   2   0.1   2,684   2,681   3   0.1 

Cost of bowling and other services

  1,472   1,447   25   1.7   1,468   1,469   (1

)

  (0.1

)

Cost of food, beverage and merchandise sales

  577   563   14   2.5   473   482   (9

)

  (1.9

)

Depreciation and amortization

  275   339   (64

)

  (18.9

)

  236   293   (57

)

  (19.5

)

General and administrative

  211   232   (21

)

  (9.1

)

  207   231   (24

)

  (10.4

)

Total Operating Expenses

  5,273   5,317   (44

)

  (0.8

)

                  5,068   5,156   (88

)

  (1.7

)

Operating Income

  962   689   273   39.6 

Interest, dividend and other income

  112   94   18   19.1 
                

Operating income (loss)

  196   (92

)

  288   313.0 
                

Interest, dividend and other income

  104   94   10   10.6 

Interest expense

  3   -   3   100.0   -   3   3   100.0 

Earnings before taxes

  1,071   783   288   36.8 

Income taxes

  375   274   101   36.8 

Net Earnings

 $696   509   187   36.7 

Earnings (loss) before tax

  300   (1

)

  301   301.6 

Income tax

  105   -   105   105.0 
                

Net Earnings (loss)

 $195  $(1

)

 $196   196.0 

 


 

  

Twenty-six weeks ended

 
  

January 1, 2017 and December 27, 2015

 
  

Dollars in thousands

 
  

2016

  

2015

  

Change

  

% Change

 

Operating Revenues:

                

Bowling and other

 $7,956  $7,640  $316   4.1 

Food, beverage and merchandise sales

  3,343   3,286   57   1.7 

Total Operating Revenues

  11,299   10,926   373   3.4 

Operating Expenses:

                

Employee Compensation and benefits

  5,419   5,483   (64

)

  (1.2

)

Cost of bowling and other services

  2,942   2,958   (16

)

  (0.5

)

Cost of food, beverage and merchandise sales

  1,059   1,033   26   2.5 

Depreciation and amortization

  568   675   (107

)

  (15.9

)

General and administrative

  441   463   (22

)

  (4.8

)

Total Operating Expenses

  10,429   10,612   (183

)

  (1.7

)

                 

Operating income

  870   314   556   177.1 

Interest, dividend and other income

  205   241   (36

)

  (14.9

)

Interest expense

  5   -   5   100.0 

Earnings before taxes

  1,070   555   515   92.8 

Income taxes

  375   194   181   93.3 

Net Earnings

 $695  $361  $334   92.5 

Earnings were $695,906 forFor the thirteen week period and $695,186,ended October 1, 2017 net income was $195,000 or $.14$.04 per share for bothshare. For the thirteen and twenty-six week periodsperiod ended January 1, 2017. For the thirteen-week and twenty-six periods ended December 27, 2015, net earnings were $508,901October 2, 2016 there was a loss of $720 or $.10$.00 per share and $360,825 or $.07 per share, respectively.share. Eighteen centerslocations were in operation in both the current and prior year quarters althoughquarters. In September Hurricane MatthewIrma caused thea two day closure of our Florida centers for two days.locations although the properties did not sustain damage. The fiscal 2017 secondbowling business is seasonal and the first quarter includedwhich includes summer months is typically the holiday week between Christmasslowest. In the current year period, the increase in open play bowling more than offset a decline in league play resulting in an increase in both games bowled and New Year’s Day which typically falls in the third fiscal quarter.bowling revenue. The operating results for the fiscal 2017 periods2018 period included in this report are not necessarily indicative of results to be expected for the year.

 

Operating Revenues

 

Total operating revenues increased $229,0003.9% or $200,000 to $6,235,000$5,264,000 in the most recentthirteen-week period ended October 1, 2017, compared to an increase of 2.9% or $144,000 to $5,064,000 in the three-month period ended October 2, 2016.  Bowling and other revenue increased $171,000 or 4.8% in the current year fiscal quarter compared to an increase of $36,000 to $6,006,000 in the three-month period ended December 27, 2015.  The current fiscal six-month period operating revenues were up $373,000 versus an increase of $327,000$103,000 or 3% in the comparable six-month period aprior year ago.  Bowling and other revenue increased $213,000 in the quarter and $316,000 year-to-date for the periods ended January 1, 2017 versus a decline of $37,000 in the quarter and an increase of $135,000 for the six-month period ended December 27, 2015.

quarter. Food, beverage and merchandise sales increased $16,000were up $29,000 or 0.8%2% in the current year quarter and were up $57,000due to increased traffic, compared to an increase of $41,000 or 2.8% in the six-month period.prior year comparable quarter.  Cost of sales increased 2.5%decreased $9,000 in both the fiscal three month and six month periods ended January 1, 2017.current year three-month period.

 

OperatingOperating Expenses

 

Operating expenses were down $44,000$88,000 or 0.8%1.7% to $5,068,000 in the current three monththree-month period and $183,000 or 1.7% in six-month period versusended October 1, 2017 compared to a decrease of $23,000 and an increase of $13,000$138,000 or less than 1%2.6% to $5,156,000 in the three and six month periods, respectively, last year.prior year quarter ended October 2, 2016.  Employee compensation and benefits forwere up $3,000 or 0.1% and down $65,000 or 2.4% in the fiscal first quarters of 2018 and 2017, second quarter were flat and were down $64,000 or 1.2% in the six month period.respectively. In the comparable priorcurrent year periods ended December 27, 2015 there were decreases of $6,000 and $12,000 or less than 1%, respectively. Groupgroup health insurance costs decreased 6.4% as a result ofwere lower due to changes in plan offerings andwith lower premiums.   Included in this category of expense are contributions to our two benefit plans, both of which are defined contribution plans. There is no additional obligation beyond the current year contribution.

 

Cost of bowling and other services increased $25,000decreased $1,000 or 1.7% and decreased $16,000 or 0.5%0.1% in the three month and six month periodsquarter ended JanuaryOctober 1, 2017 respectively. Inversus a decrease of $42,000 or 2.8% in the twenty-six weekscomparable quarter ended January 1, 2017, maintenanceOctober 2, 2016. Maintenance and repair costs declined $15,000$2,000 or 3.6%. Advertising costs during1% and were up $22,000 or 10% in the current year twenty-six week periodand prior year quarters, respectively. Both the current and prior year periods included roof and building repairs at several locations. Advertising costs decreased $6,600 or 7.5% in the quarter ended JanuaryOctober 1, 2017, were up $4,000 or 2.2%.


For the fiscal six-month period ended January 1, 2017 utility2017.  Utility costs were up $14,000$3,000 or 2.1 % primarily a result of higher utility taxes.1% in the in both the current and prior year periods. Supplies and services expenses were down $11,000$21,000 or 2.8% in the current year six-month period11% and were up $9,000$20,000 or 2.2%10% in the six-month period in the prior year. Thethirteen-week periods ended October 1, 2017 and October 2, 2016, respectively, partially due to timing of purchases was the primary reason for the fluctuations in both years.

Insurance expense excluding health insurance decreased 1.7% in the current year-to-date period versus a decrease of 10% in last year’s comparable period.bulk purchases.

 

Depreciation and amortization expense was down 15.9%19.5% in the current six-monththree-month period the result ofended October 1, 2017 as a large group of assets reachinghave reached full depreciation. Increased capital purchases in the current year will result in a smaller decline in depreciation expense in future quarters.

 

As a resultThe first quarter of the above,fiscal year is seasonally the first six-month period of fiscalslowest and the quarter ended October 1, 2017 resulted in net operating income of $869,900 compared to$196,000 versus an operating incomeloss of $314,465$92,000 in the prior year comparable six-month period.

 

Interest,Dividend and OtherIncome

 

Interest, dividend and other income decreased $36,000increased $10,000 to $104,000 in the fiscalthree month period ended October 1, 2017 six-month period and decreased $17,000 inprimarily from the comparable 2016 year-to-date period, respectively. The decrease in both years relates primarily to ancillary income includinggain on the endsale of parking lot rental agreements.the GNMA securities.

 

CRITICALCRITICAL ACCOUNTING POLICIES

 

Management has identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in the Company’sCompany’s balance sheet under the captions of Short-term investments and Marketable securities.  The Company exercises judgment in determining the classification of its investment securities as

available-for-sale and in determining their fair value.  The Company records these investments at their fair value with the unrealized gain or loss recorded in accumulated other comprehensive earnings, a component of stockholders’ equity, net of deferred taxes.  Additionally, from time to time the Company must assess whether write-downs are necessary for other than temporary declines in value.


 

Management has identified accounting for the impairment of long-lived assets as a critical accounting policy due to the significance of the amounts included in the Company’sCompany’s balance sheet under the caption of Land, Buildings and Equipment.  The Company reviews long-lived assets whenever events or changes indicate that the carrying amount of an asset may not be recoverable.  In making such evaluations, the Company compares the expected future cash flows to the carrying amount of the assets.  An impairment loss equal to the difference between the assets’ fair value and carrying value is recognized when the estimated future cash flows are less than the carrying amount.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

The Company’sCompany’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective based on their evaluation of such controls and procedures as of JanuaryOctober 1, 2017. There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended JanuaryOctober 1, 2017, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

S.E.C. FORM 10-Q

 

PART II - OTHER INFORMATION

 

 

Item 6.  Exhibits.

 

20

Press release issued FebruaryNovember 14, 2017 (furnished herewith)

  

  

31.1

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

  

  

31.2

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

  

  

32

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

  

101

Interactive data files for the thirteen and twenty six weeks ended JanuaryOctober 1, 2017 in eXtensible BusinessReportingBusiness Reporting Language


SIGNATURES

 

 

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

 

 

Bowl America Incorporated

 

(Registrant)

 

 

Date: FebruaryNovember 14, 2017

By:

By: /s/ Leslie H Goldberg

 

Leslie H. Goldberg, President

 

 

 

 

 

 

Date: FebruaryNovember 14, 2017

By:

By:  /s/ Cheryl AA. Dragoo

 

Cheryl A. Dragoo, CFOController 

 

 

1413