ANNUAL REPORT TO SECURITY HOLDERS BOWL AMERICA INCORPORATED AND SUBSIDIARIES PRESIDENT'S LETTER September 21, 2001 Dear Fellow Employees and Owners: As I watched the rescue efforts at the Pentagon, I was reminded that the last time that I had seen the skeleton of that building was during its construction. The Great Depression had not really ended in 1938 when my father decided that low cost recreation would be appealing to people. We built a bowling center in Clarendon, less than 3 miles from the site that was to eventually be the Pentagon. During World War II many of our best customers worked there. In the sixty-three years since we first started on the Clarendon Bowling Center, we have been able to adapt to a wide variety of national and international political and economic upheavals. The nature of the game contributed to our staying power. Bowling is easy to understand, simple to learn and allows people of various skill levels to compete with each other. Add to that Bowl America's policies of locating sites near our customers, moderate pricing and emphasizing friendly service and you have a foundatin for earnings longevity. We continue to profit from our business. Our bowling centers operated about as profitably this year as they did last year, which had one extra week. (Our overall earnings were reduced by legal costs related to matters which have been decided in our favor.) We never can measure the impact of an economic slowdown on the bowling business until it's over. While the new year has started slowly, both July and August were profitable. It wasn't too many years ago that that was news. League starts were interrupted by the events at the Pentagon and World Trade Center but we do not as yet believe that league participation will be significantly different than in fiscal 2001. However, we will have a major improvement in tournament play with statewide and regional tournaments being held at Bowl America centers within driving distance of the potential participants. These events will take place in 2002 and impact our last quarter. Based on what we have been able to see so far, we expect that we will be able to prudently support our new dividend level throughout the year, which would enable us to look forward to the 30th consecutive year of increased annual per share dividends. Bowl America is one of the leading companies in providing its owners with these annual increases. At the end of calendar year 2000, according to Mergent's Dividend Achievers, only 73 companies of the 10,000 they surveyed had longer consecutive dividend increase records. We have been less successful in finding new locations. However, we were able to use the money we might have used for a new location to buy in more of our stock, increasing each shareholder's stake in the remaining bowling centers. The combination of reduced shares outstanding, the strength of our business and the relatively higher valuation granted by the market to dividend paying stocks combined to enable us to reach an all time high for Bowl America stock. That often gives rise to a temptation to sell one's interest in a successful company in order to find another more successful company. It takes economic times like this to remind people that trading involves downside risks as well as upside rewards. We prefer to continue to emphasize the benefits of ownership of a business as opposed to ownership of stock certificates, which are sometimes "not worth the paper they are printed on". (I have one of those too.) I am as convinced now as I was in 1990 that a "best company is one that inspires its customers, its employees and its stockholders to stick with it. After all, old friends are best friends." Leslie H.Goldberg, President MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Cash flow provided by operating activities in fiscal 2001 was $4,800,000 which was sufficient to meet day-to-day cash needs. Short-term investments consist- ing mainly of U.S. Treasury Bills and Notes, cash and cash equivalents totaled $7,575,000 at the end of fiscal 2001 compared to $10,397,000 at the end of fiscal 2000. The Company purchased 244,036 shares of its previously outstanding common stock in fiscal year 2001 for a cost of $2,091,000. Approximately $3,616,000 was expended to acquire property and equipment during fiscal 2001. The Company purchased, for $2,250,000, the land and building at Bowl America Glen Burnie at the expiration of its lease. Other capital purchases included bowling equipment and amusement games. The Company is actively seeking land for additional locations. Cash and cash flows are sufficient to finance all planned purchases, modernization and construction. The Company's position in telecommunication stocks is an additional source of expansion capital. These securities are carried at their fair value on the last day of the quarter. The value of these securities on July 1, 2001 was $6.2 million or approximately $3 million lower than at July 2, 2000. In fiscal 2001 the Company received $219,000 from the merger of AT&T and Media One, two of the stocks in the portfolio at July 2, 2000. Dividends per share increased for the twenty-ninth consecutive year. Cash dividends paid to shareholders during fiscal 2001 were $2.3 million. In addition, a stock dividend was paid to all shareholders on July 26, 2000. Since the end of the fiscal year, on July 26, 2001, another 5% stock dividend was paid to all shareholders. Earnings per share figures in this report have been adjusted to reflect both of these stock dividends. While no factors requiring a change in the dividend rate are yet apparent, 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 its estimate of future opportunities. Subsequent to year end, a location operating at break-even was closed at the expiraton of its lease. RESULTS OF CONSOLIDATED OPERATIONS Fiscal years 2001 and 1999 each consisted of 52-weeks. Fiscal year 2000 was a 53-week year. The Company operated 21 centers during the peak bowling season of fiscal 2001 after a location was closed in the second quarter at the expiration of its lease. In fiscal 2000 there were 22 centers in operation compared to 23 centers during the peak season of fiscal 1999 as a location was closed in the fourth quarter of fiscal 1999. The changes in the number of centers in operation and the extra week of business in fiscal 2000 impacted all revenues and expenses and comparisons in this report. Operating revenues increased 2% in fiscal 2001 and 5% in fiscal 2000. Bowling and other revenue increased slightly in fiscal 2001 but was up 5% in fiscal 2000. Linage at centers in operation for the entire report period was basically flat with increases in open play and special event bowling offsetting the decrease in league play. Increases in the average game rate and ancillary revenues were partially responsible for the increases both years. Total food, beverage and merchandise sales rose 5% in the current year and 4% in fiscal 2000. Cost of sales were up 6% and 5% respectively. Total operating expense increased 6% in the current and less than 1% in the prior year period. Costs for employee compensation and benefits increased 3% in both the current and prior year periods partially due to need for overtime pay during this tight labor market. Maintenance costs rose 27% in the current fiscal year after falling 13% last year. Resurfacing the majority of our wooden bowling lanes in the current year was responsible for over half of the increase. In addition, two locations were refurbished during fiscal 2001. Equipment expenses and supplies expenses were flat in the current year and down 5% in the prior year period. Advertising expense was down 8% in the current year and up 17% in the prior year because of different types of support for Glow-in-the-dark bowling. Utility costs were up 3% in the current year primarily as a result of higher natural gas prices. Last year, although there was an overall decrease in utility costs, natural gas prices were up. Rent expense decreased 19% in the current year due to the closing of a leased location and the purchase of a formerly leased center. In the prior fiscal year rent expense decreased 11% due to the closing of a leased location in the fourth quarter of fiscal 1999. Insurance costs were up 15% in the current year partially due to an industry-wide trend after a 4% decrease in the prior year. Depreciation expenses decreased 8% in fiscal 2001 and 7% in fiscal 2000 as several large capital assets reached full depreciation. The primary cause of the increase in general and administrative costs in the current year is legal expenses associated with a lawsuit where the Company has prevailed in Federal District Court. The plaintiff has appealed the decision. The Company's effective income tax rates were 34.7% in 2001, 35.9% in 2000 and 36.3% in 1999, the difference from statutory rates being primarily for the partial exclusion of dividends received on investments and the state tax exemption for interest on U.S. Government obligations. -2- BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED SUMMARY OF OPERATIONS Selected Financial Data For the Years Ended July 1, July 2, June 27, June 28, June 29, 2001 2000 1999 1998 1997 __________________________________________________________ Operating Revenues $29,400,903 $28,902,200 $27,547,490 $27,086,822 $26,995,056 Operating Expenses 24,508,226 23,151,241 22,995,118 22,984,246 23,585,519 Interest and dividend Income 1,035,712 823,470 684,781 675,302 632,927 __________ __________ __________ __________ __________ Earnings before pro- vision for income taxes 5,928,389 6,574,429 5,237,153 4,777,878 4,042,464 Provision for income taxes 2,060,000 2,361,000 1,902,000 1,716,000 1,552,000 __________ __________ __________ __________ __________ Net Earnings $ 3,868,389 $ 4,213,429 $ 3,335,153 $ 3,061,878 $ 2,490,464 Weighted Average Shares Outstanding Basic & Diluted 5,222,876 5,587,892 6,026,032 6,240,000 6,262,668 Earnings Per Share Basic & Diluted $.74 $.75 $.55 $.49 $.40 Net Cash Provided by Operating Activities $4,795,680 $6,636,768 $5,334,800 $5,261,518 $4,513,157 Cash Dividends Paid $2,256,182 $2,197,659 $2,249,628 $2,264,293 $2,187,567 Cash Dividends Paid Per Share-Class A $.45 $.43 $.41 $.40 $.385 -Class B $ 45 $.43 $.41 $.40 $.385 Total Assets $37,597,866 $40,711,299 $41,747,936 $40,435,450 $38,002,571 Stockholders' Equity $32,703,140 $34,868,395 $35,477,445 $35,291,573 $33,381,832 Net Book Value Per Share $6.66 $7.12 $6.75 $6.24 $5.90 Net Earnings as a % of Beginning Stock- holders' Equity 11.1% 11.9% 9.5% 9.2% 7.6% Lanes in Operation 820 854 854 886 886 Centers in Operation 21 22 22 23 23 All share and per share amounts (excluding Net Book Value Per Share) have been adjusted to reflect both the 5% stock dividend distributed on July 26, 2001 and the 5% stock dividend distributed on July 26, 2000. Market Information The principal market on which the Company's Class A Common Stock is traded is the American Stock Exchange. The Company's Class B Common Stock is not listed on any exchange and is not traded. This stock can be converted to Class A Common Stock at any time. The table below presents the price range of the Company's Class A stock in each quarter of fiscal 2001 and 2000. 2001 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr _________________________________________________________ High 8 3/8 8 7/8 9 63/64 10 13/32 Low 7 9/16 7 15/16 8 1/8 9 19/32 2000 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr _______________________________________________________ High 7 5/16 7 1/2 7 5/8 7 7/8 Low 6 7/8 6 7/8 7 7 1/4 Holders The approximate number of holders of record of the Company's Class A Common Stock as of July 1, 2001 is 468 and of the Company's Class B Common Stock is 32. Cash Dividends The table below presents the cash dividends per share of Class A and Class B stock paid, and the quarter in which the payment was made during fiscal 2001 and 2000. Class A Common Stock Quarter 2001 2000 ___________________________________________ First 11 cents 10.5 cents Second 11 cents 10.5 cents Third 11.5 cents 11 cents Fourth 11.5 cents 11 cents Class B Common Stock Quarter 2001 2000 ___________________________________________ First 11 cents 10.5 cents Second 11 cents 10.5 cents Third 11.5 cents 11 cents Fourth 11.5 cents 11 cents BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 1, 2001 July 2, 2000 ____________ ____________ ASSETS Current Assets Cash and cash equivalents (Note 2) $ 1,338,420 $ 1,523,242 Short-term investments (Note 3) 6,236,665 8,873,682 Inventories 720,505 657,628 Prepaid expenses and other 867,938 440,318 Income taxes refundable 449,093 - __________ __________ Total Current Assets 9,612,621 11,494,870 Property, Plant and Equipment, Net (Note 4) 21,078,785 19,367,989 Other Assets Marketable equity securities (Note 3) 6,216,928 9,168,446 Cash surrender value-officers'life insurance 411,411 388,184 Other 278,121 291,810 __________ __________ TOTAL ASSETS $37,597,866 $40,711,299 BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 1, 2001 July 2, 2000 _____________ ____________ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 1,071,563 $ 688,213 Accrued expenses 934,274 893,493 Income taxes payable - 129,390 Deferred income taxes (Note 8) - 23,000 Other current liabilities 400,889 430,808 __________ __________ Total Current Liabilities 2,406,726 2,164,904 Noncurrent Deferred Income Taxes (Note 8) 2,488,000 3,678,000 __________ __________ TOTAL LIABILITIES 4,894,726 5,842,904 Commitments and Contingencies (Note 5) Stockholders' Equity (Note 6) Preferred stock, par value $10 a share: Authorized and unissued 2,000,000 shares Common stock, par value $.10 per share Authorized 10,000,000 shares Class A issued 3,491,976 and 3,406,070 shares 349,197 340,607 Class B issued 1,416,427 and 1,488,826 shares 141,643 148,883 Additional paid-in capital 3,897,298 3,959,169 Accumulated other comprehensive earnings- Unrealized gain on available-for-sale securities, net of tax 3,427,471 5,246,421 Retained earnings 24,887,531 25,173,315 __________ __________ TOTAL STOCKHOLDERS' EQUITY $32,703,140 $34,868,395 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $37,597,866 $40,711,299 <FN> See notes to consolidated financial statements. BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS & COMPREHENSIVE EARNINGS For the Years Ended July 1,2001 July 2, 2000 June 27, 1999 ______________________________________________ Operating Revenues Bowling and other $20,807,378 $20,715,004 $19,696,199 Food, beverage and merchandise sales 8,593,525 8,187,196 7,851,291 __________ __________ __________ 29,400,903 28,902,200 27,547,490 Operating Expenses Compensation and benefits 12,601,235 12,229,408 11,820,526 Cost of bowling and other 5,676,633 5,479,160 5,654,989 Cost of food, beverage and merchandise sales 2,679,472 2,523,687 2,414,579 Depreciation and amortization 1,940,368 2,099,928 2,268,267 General and administrative 1,610,518 819,058 836,757 __________ __________ __________ 24,508,226 23,151,241 22,995,118 Operating Income 4,892,677 5,750,959 4,552,372 Interest and dividend income 1,035,712 823,470 684,781 __________ __________ __________ Earnings before provision for income taxes 5,928,389 6,574,429 5,237,153 Provision for income taxes(Note 8) Current 2,218,000 2,552,000 2,062,000 Deferred (158,000) (191,000) (160,000) _________ __________ __________ 2,060,000 2,361,000 1,902,000 Net Earnings $ 3,868,389 $ 4,213,429 $ 3,335,153 Other Comprehensive (Loss)Earnings Net of Tax-unrealized (loss) gain on available-for-sale securities (1,818,950) (39,509) 1,950,599 Comprehensive Earnings 2,049,439 4,173,920 5,285,752 Earnings Per Share-Basic & Diluted $.74 $.75 $.55 <FN> All share and per share amounts have been adjusted to reflect both the 5% stock dividend distributed on July 26, 2001 and the 5% stock dividend distributed on July 26, 2000. BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK Accumulated _______________________________________ Additional Other Class A Class A Class B Class B Paid-In Comprehensive Retained Shares Amount Shares Amount Capital Earnings(1) Earnings Balance June 28, 1998 4,120,351 $412,035 1,536,146 $153,614 $4,893,504 $3,335,331 $26,497,089 Purchase of stock (374,180) (37,418) (27,430) (2,743) (628,061) - (2,182,030) Cash dividends paid(41 cents/sh) - - - - - (2,249,628) Change in unrealized gain on available-for-sale securities - - - - - 1,950,599 - Net earnings for the year - - - - - - 3,335,153 _________________________________________________________________________________________________________________________ Balance June 27, 1999 3,746,171 $374,617 1,508,716 $150,871 $4,265,443 $5,285,930 $25,400,584 Purchase of stock (362,101) (36,210) (19,890) (1,988) (477,324) - (2,243,039) Shares issued for ESOP 22,000 2,200 - - 171,050 - - Cash dividends paid(43 cents/sh) - - - - - - (2,197,659) Change in unrealized gain on available-for-sale securities - - - - - (39,509) - Net earnings for the year - - - - - - 4,213,429 _______________________________________________________________________________________________________________________ Balance July 2, 2000 3,406,070 $340,607 1,488,826 $148,883 $3,959,169 $5,246,421 $25,173,315 Stock issued in 5% dividend 170,112 17,011 74,431 7,443 1,901,322 - (1,925,776) Purchase of stock (100,206) (10,021) (143,830) (14,383) (916,037) - (1,150,671) Conversion-Class B to Class A 3,000 300 (3,000) (300) - - - Shares issued for ESOP plan 13,000 1,300 - - 131,300 - - Cash dividends paid(45 cents/sh) - - - - - - (2,256,182) Change in unrealized gain on available-for-sale securities - - - - - (1,818,950) - Net earnings for the year - - - - - - 3,868,389 ________________________________________________________________________________________________________________________ Balance, July 1, 2001 3,491,976 $349,197 1,416,427 $141,643 $5,075,754 $3,427,471 $23,709,075 <FN> (1)Unrealized gains and losses are shown net of tax See notes to consolidated financial statements. BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS July 1, July 2, June 27, 2001 2000 1999 Cash Flows From Operating Activities Net earnings $3,868,389 $4,213,429 $3,335,153 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 1,940,368 2,099,928 2,268,267 Decrease in deferred income taxes (158,000) (191,000) (160,000) (Gain) loss on disposition of assets-net (35,647) (30,775) 17,237 Stock issuance-ESOP Plan 132,600 173,250 - Gain on sale of available-for-sale securit (290,951) - - Changes in assets and liabilities: (Increase) decrease in inventories (62,877) (38,753) 78,696 (Increase) decrease in prepaid expenses and other (427,620) 41,961 7,479 (Increase) decrease in income taxes refundable (578,483) 218,584 (89,194) Decrease (increase) in other long-term assets 13,689 202,121 (219,452) Increase (decrease) in accounts payable 383,350 (49,827) (110,290) Increase (decrease) in accrued expenses 40,781 (83,907) 201,349 (Decrease) increase in other current liabilities (29,919) 81,757 5,555 _________ _________ _________ Net cash provided by operating activities $4,795,680 $6,636,768 $5,334,800 _________ _________ _________ Cash Flows from Investing Activities Expenditures for property,plant,equipment (3,615,517) (528,166) (971,135) Net sales and maturities (purchases) of short-term investments 2,786,311 (1,183,106) 350,560 Increase in cash surrender value (23,227) (3,259) (1,582) Proceeds from sale of marketable securities 219,225 - - _________ _________ _________ Net cash used in investing activities (633,208) (1,714,531) (622,157) _________ _________ _________ Cash Flows from Financing Activities Payment of cash dividends (2,256,182) (2,197,659) (2,249,628) Purchase of Class A Common Stock (923,400) (2,474,664) (2,654,813) Purchase of Class B Common Stock (1,167,712) (283,897) (195,439) _________ _________ _________ Net cash used in financing activities (4,347,294) (4,956,220) (5,099,880) _________ _________ _________ Net Decrease in Cash and Cash Equivalents (184,822) (33,983) (387,237) Cash and Cash Equivalents, Beginning of Year 1,523,242 1,557,225 1,944,462 _________ _________ _________ Cash and Cash Equivalents, End of Year $1,338,420 $1,523,242 $1,557,225 Supplemental Disclosures of Cash Flow Information Cash paid during the year for Income taxes $2,852,134 $2,524,045 $2,282,560 Interest - - $1,528 See notes to consolidated financial statements. BOWL AMERICA INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Bowl America Incorporated is engaged in the operation of 21 bowling centers, with food and beverage service in each center. Twelve centers are located in metropolitan Washington D.C., two centers in metropolitan Baltimore, Maryland, one center in metropolitan Orlando, Florida, three centers in metropolitan Richmond, Virginia, and three centers in metropolitan Jacksonville, Florida. These 21 centers contain a total of 820 lanes. 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 2001 ended July 1, 2001, fiscal year 2000 ended July 2, 2000, and fiscal year 1999 ended June 27, 1999. Fiscal years 2001 and 1999 each consisted of 52 weeks. Fiscal year 2000 consisted of 53 weeks. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. Depreciation and Amortization Depreciation and amortization for financial statement purposes are calcu- lated by use of the straight-line method. Amortization of leasehold improve- ments is calculated over the estimated useful life of the asset or 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 3-10 years Building and building improvements 10-30 years Leasehold improvements 10 years Amusement games 3-5 years 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. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. Income Taxes Income taxes are accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". Under this method, 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. Fair Value of Financial Instruments The fair value of short-term investments and the noncurrent marketable security portfolio is disclosed in Note 3. Investment Securities The Company accounts for its investments in accordance with SFAS No. 115 entitled "Accounting for Certain Investments in Debt and Equity 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 and 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 5,222,876, 5,587,892 and 6,026,032, respectively, and have been adjusted to reflect both the 5% stock dividend distributed on July 26, 2001 and the 5% stock dividend distributed on July 26, 2000. Comprehensive Earnings In accordance with SFAS No. 130, "Reporting Comprehensive Income", 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 each of the three years in the period ended July 1, 2001. Cash and Cash Equivalents For purposes of the Consolidated Statements of Cash Flows, the Company considers money market funds, certificates of deposits, repurchase agreements and treasury securities with original maturities of three months or less to be cash equivalents. New Accounting Pronouncements In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" was issued. In May 1999, SFAS No. 137, was issued to defer the implementation of SFAS No. 133 for one year. SFAS No. 133 establishes standards for the accounting and reporting of derivative instruments and hedging activities and requires that all derivative financial instruments, including certain derivative instruments embedded in other contracts, be measured at fair value and recognized as assets or liabilities in the financial statements. This statement is to be effective for all annual and interim periods beginning after June 15, 2000. The adoption of SFAS No.133 did not have a material effect on the consolidated financial position or results of operations of the Company. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements," which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. The adoption of SAB 101 did not have a material effect on the Company's consolidated financial position or results of operations in fiscal year 2001. 2. CASH AND CASH EQUIVALENTS Cash and cash equivalents consisted of the following: July 1, July 2, 2001 2000 Demand deposits and cash on hand $ 473,010 $ 462,807 Money market funds 484,410 378,435 Repurchase agreements 381,000 682,000 ________ _________ $1,338,420 $1,523,242 3. INVESTMENTS Short-term investments consist of certificates of deposits, U.S. Treasury securities and a mutual fund which invests in mortgage backed securities (maturities of generally three months to one year). At July 1, 2001, the fair value of short-term investments was $6,236,665 with an unrealized gain of $78,543. At July 2, 2000, the cost of all short-term investments approximated fair value. Non-current investments are marketable equity securities which consist primarily of ten telecommunications stocks. The Company has classified all readily marketable debt and equity securities as available-for-sale. These available-for-sale securities are carried at fair value in accordance with the provisions of SFAS No. 115. The following table summarizes the cost and approximate fair values of equity securities available-for-sale as of July 1, 2001, and July 2, 2000 as follows: Original Unrealized Fair Cost Gain Value July 1, 2001 Securities available-for-sale $857,782 $5,359,146 $6,216,928 July 2, 2000 Securities available-for-sale $857,782 $8,310,664 $9,168,446 This portfolio includes the following telecommunications stocks: 16,835 shares of AT & T Wireless 3,946 shares of Alltel 18,784 shares of Verizon 27,572 shares of Bell South 8,028 shares of Lucent Technologies 9,969 shares of Qwest 45,580 shares of SBC Communications 32,000 shares of Sprint Fon 16,000 shares of Sprint PCS 13,560 shares of Vodafone In the year ended July 1, 2001, proceeds from the sale of available- for-sale securities was $2,072,112 with a corresponding gross realized gain of $290,951 recorded as interest and dividend income. There were no sales of available-for-sale securities in the years ended July 2, 2000, and June 27, 1999. 4. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, as cost, consist of the following: July 1, July 2, 2001 2000 Bowling lanes and equipment $17,951,732 $17,778,725 Amusement games 934,716 758,990 Buildings and building improvements 18,963,527 17,415,875 Leasehold improvements 522,101 866,707 Land 8,800,728 7,698,228 Bowling lanes and equipment not yet in use 503,989 265,957 __________ __________ 47,676,793 44,784,482 Less accumulated depreciation and amortization 26,598,008 25,416,493 __________ __________ $21,078,785 $19,367,989 Depreciation and amortization expense for Property, Plant and Equipment for fiscal years 2001, 2000, and 1999 was $1,940,368, $2,099,928, and $2,268,267 respectively. 5. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company and its subsidiaries are obligated under long-term real estate lease agreements for five 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 taxes and insurance. Generally, the leases contain renewal options ranging from 5 to 10 years. At July 1, 2001, the minimum fixed rental commitments related to all noncancelable leases, were as follows: Year Ending 2002 $329,509 2003 289,756 2004 289,756 2005 289,756 2006 289,756 Thereafter 2,066,811 _________ Total minimum lease payments $3,555,344 Net rental expense was as follows: For the Years Ended 2001 2000 1999 Minimum rental under operating leases $366,097 $421,515 $453,166 Excess percentage rentals 89,807 125,612 124,587 _______ _______ _______ $455,904 $547,127 $577,753 6. STOCKHOLDERS' EQUITY The Class A shares have one vote per share voting power. The Class B shares may vote ten votes per share and are convertible to Class A shares at the option of the stockholder. The Company distributed a 5% stock dividend on July 26, 2000, where Class A and Class B stockholders received one share of common stock for each twenty shares of Class A and Class B common stock held as of the date of record. 7. PROFIT-SHARING AND ESOP PLAN The Company has a profit-sharing plan which, generally, covers all individ- uals 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 determined by the Board of Directors. For the years ended July 1, 2001, July 2, 2000, and June 27, 1999, contributions in the amount of $160,000, $170,000, and $137,500, respectively, were charged to operations. Effective March 31, 1987, the Company adopted an Employee Stock Ownership Plan (ESOP) 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 as determined by the Board of Directors. Prior to fiscal year 1995, the contributions were allocated to participants based on compensation and years of service. Since fiscal year 1995 contributions are allocated based on compensation only in order to comply with Internal Revenue Service code requirements. The Company's contributions to the Plan for fiscal years 2001, 2000, and 1999 were $165,100, $178,080, and $137,500, respectively. 9. INCOME TAXES The significant components of the Company's deferred tax assets and liabil- ities were as follows: July 1, July 2, 2001 2000 Deferred tax assets: Other 70,000 67,000 _________ _________ Total deferred tax assets 70,000 67,000 Deferred tax liabilities: Property, plant and equipment 422,000 557,000 Unrealized gain on available- for-sale securities 2,010,000 3,064,000 Prepaid expenses 69,000 90,000 Other 57,000 57,000 _________ _________ Total deferred tax liabilities 2,558,000 3,768,000 _________ _________ Net deferred income taxes $2,488,000 $3,701,000 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 2001 % 2000 % 1999 % Taxes computed at statutory rate $2,016,000 34.0% $2,235,000 34.0% $1,781,000 34.0% State income taxes, net of Federal income tax benefit 85,000 1.4 162,000 2.47 156,000 3.0 Dividends received exclusion (37,000) (.62) (33,000) (.51) (32,000) (0.6) All other-net (4,000) (.07) (3,000) (.05) (3,000) (.07) _________ ____ _________ ____ _________ ____ $2,060,000 34.7% $2,361,000 35.9% $1,902,000 36.3% 9. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following summary represents the results of operations for each of the quarters in fiscal years 2001 and 2000 (dollars in thousands, except for earnings per share): Earnings Operating Operating Before Earnings Revenues Income Income Net Per Taxes Earnings Share 2001 July 1, 2001 $6,319 $ 203 $ 476 $ 374 $.07 April 1, 2001 9,113 2,525 2,712 1,738 .34 December 31, 2000 7,575 1,631 1,805 1,157 .22 October 1, 2000 6,394 534 935 599 .11 2000 July 2, 2000 $6,879 $1,212 $1,443 $ 918 $.16 March 26, 2000 8,682 2,610 2,823 1,807 .33 December 26, 1999 7,374 1,599 1,776 1,141 .20 September 26, 1999 5,967 330 532 347 .06 Per share amounts have been adjusted to reflect both the 5% stock dividend distributed on July 26, 2001 and the 5% stock dividend distributed on July 26, 2000. 10. Subsequent Events The Company declared a 5% stock dividend distributed on July 26, 2001, where Class A and Class B stockholders received one share of common stock for each twenty shares of Class A and Class B common stock held as of the date of record. All prior years earnings per share amounts have been restated to reflect the impact of this transaction. INDEPENDENT AUDITORS' REPORT To the 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 July 1, 2001 and July 2, 2000, and the related consolidated statements of earnings and comprehensive earnings, stockholders' equity and cash flows for each of the three years in the period ended July 1, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, such consolidated financial statements present fairly, in all material respects, the financial position of Bowl America Incorporated and subsidiaries as of July 1, 2001 and July 2, 2000, and the results of their operations and their cash flows for each of the three fiscal years in the period ended July 1, 2001, in conformity with accounting principles generally accepted in the United States of America. Deloitte and Touche LLP McLean, Virginia August 31, 2001