UNITED STATES 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 Quarter Ended December 27, 1998 Commission file Number 0-1830 BOWL AMERICA INCORPORATED (Exact name of registrant as specified in its charter.) MARYLAND 54-0646173 (State of Incorporation) (I.R.S. Employer Identification No.) 6446 Edsall Road, Alexandria, Virginia 22312 (Address of principal executive offices) (Zip Code) (703)941-6300 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: Shares Outstanding at January 25, 1999 Class A Common Stock, 3,931,371 $.10 par value Class B Common Stock 1,508,716 $.10 par value BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS PART I - FINANCIAL INFORMATION Thirteen Weeks Ended Twenty-six Weeks Ended December 27, December 28, December 27, December 28, 1998 1997 1998 1997 _______________________ __________________________ Operating Revenues Bowling and other $5,145,267 $5,246,651 $ 8,982,858 $ 9,077,529 Food, beverage and merchandise sales 2,027,273 2,100,224 3,596,908 3,686,200 _________ _________ __________ __________ 7,172,540 7,346,875 12,579,766 12,763,729 Operating Expenses Compensation and benefits 2,971,699 2,964,446 5,739,218 5,744,004 Cost of bowling and other 1,349,090 1,599,550 2,800,601 3,129,882 Cost of food and mdse sales 651,974 749,536 1,160,432 1,261,311 Depreciation and amortization 563,394 581,806 1,143,905 1,132,420 General and administrative 239,585 229,732 451,479 421,316 _________ _________ __________ __________ 5,775,742 6,125,070 11,295,635 11,688,933 Operating Income 1,396,798 1,221,805 1,284,131 1,074,796 Interest and dividend income 163,696 149,940 328,314 285,038 _________ _________ __________ __________ Earnings before provision for income taxes 1,560,494 1,371,745 1,612,445 1,359,834 Provision for income taxes 550,398 512,912 563,868 500,297 _________ _________ __________ __________ Net Earnings $1,010,096 $ 858,833 $ 1,048,577 $ 859,537 Earnings per share $.18 $.15 $.19 $.15 Weighted average shares outstanding 5,526,550 5,662,144 5,589,024 5,662,144 Dividends paid $559,849 $566,215 $1,125,499 $1,132,429 Per share, Class A $.10 $.10 $.20 $.20 Per share, Class B $.10 $.10 $.20 $.20 The operating results for these thirteen (13) and twenty-six (26) week periods are not necessarily indicative of results to be expected for the year. See notes to financial information. BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 27, 1998 June 28, 1998 _______________ _____________ ASSETS Current Assets Cash and cash equivalents $ 1,475,551 $ 1,944,462 Short-term investments 8,038,333 8,041,136 Inventories 736,924 697,571 Prepaid expenses and other 573,483 489,758 Deferred income taxes 21,000 21,000 __________ __________ Total Current Assets 10,845,291 11,193,927 Property, Plant and Equipment less accumulated depreciation of $23,137,823 and $22,183,152 21,689,322 22,223,345 Other Assets Marketable equity securities 9,802,381 6,360,356 Cash surrender value-life insurance 386,961 383,343 Other long-term assets 217,332 274,479 __________ __________ TOTAL ASSETS $42,941,287 $40,435,450 BOWL AMERICA INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 27, 1998 June 28, 1998 _______________ ____________ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 509,213 $ 848,330 Accrued expenses and payroll ded 753,180 776,051 Income taxes payable 8,476 - Other current liabilities 1,419,574 343,496 __________ __________ Total Current Liabilities 2,690,443 1,967,877 Noncurrent Deferred Income Taxes 4,483,970 3,176,000 TOTAL LIABILITIES 7,174,413 5,143,877 __________ __________ Stockholders' Equity 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 and outstanding - 3,931,371 and 4,120,351 shares 393,137 412,035 Class B issued and outstanding - 1,508,716 and 1,536,146 150,871 153,614 Additional paid-in capital 4,393,232 4,893,504 Unrealized gain on securities available-for-sale, 5,469,386 3,335,331 Retained earnings 25,360,248 26,497,089 __________ __________ TOTAL STOCKHOLDERS' EQUITY $35,766,874 $35,291,573 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $42,941,287 $40,435,450 <FN> See notes to financial information. BOWL AMERICA INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWENTY-SIX WEEKS ENDED DECEMBER 27, 1998 AND DECEMBER 28, 1997 December 27, December 28, 1998 1997 Cash Flows From Operating Activities: Net earnings $1,048,577 $ 859,537 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation and amortization 1,143,905 1,058,154 Loss (gain) on sale/abandonment of assets net - 16,631 Changes in assets and liabilities Increase in inventories (39,353) (58,964) Increase in prepaid and other (83,725) (46,135) Decrease in other long-term assets 53,529 247,746 Decrease in accounts payable (339,117) (167,201) Decrease in accrued expenses and payroll deductions (22,871) (11,762) Increase in income taxes payable 8,476 249,914 Decrease in income taxes refundable - 32,982 Increase in other current liabilities 1,076,078 1,086,240 _________ _________ Net cash provided by operating activities $2,845,499 $3,267,142 _________ _________ Cash flows from investing activities Expenditures for property,plant,equip (609,882) (779,701) Net decrease (increase) in short-term investments 2,803 (1,209,677) _________ _________ Net cash used in investing activities (607,079) (1,989,378) _________ _________ Cash flows from financing activities Payment of cash dividends (1,125,499) (1,132,429) Purchase of Class A & B Common Stock (1,581,832) - _________ _________ Net cash used in financing activities (2,707,331) (1,132,429) _________ _________ Net (Decrease) Increase in Cash and Equivalents (468,911) 145,335 Cash and Equivalents, Beginning of Year 1,944,462 1,797,656 _________ _________ Cash and Equivalents, End of Period $1,475,551 $1,942,991 Supplemental Disclosures of Cash Flow Information Cash paid during the period for Income taxes $ 558,683 $ 217,401 <FN> See notes to financial information. BOWL AMERICA INCORPORATED AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS For the Twenty-six Weeks Ended December 27, 1998 1. Consolidated Financial Statements The consolidated balance sheets as of December 27, 1998, and the consolidated statements of earnings and cash flows for the three-month and six-month periods ended December 27, 1998 and December 28, 1997, have been prepared by the Company, without audit. This quarterly financial information is submitted in response to the requirements of Form 10-Q and does not purport to be financial statements prepared in accordance with generally accepted accounting principles as they do not include all disclosures which might be associated with such statements. In the opinion of management such information includes all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position at December 27, 1998, and for all periods presented. For a summary of significant accounting principles, which have been continued without change, refer to Note 1 to the financial statements for the year ended June 28, 1998. 2. Reporting Comprehensive Income Effective June 29, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), that establishes rules for the reporting and display of comprehensive income and its components. Adoption of SFAS 130 requires unrealized gains and losses on the Company's available- for-sale securities adjustments to be included in other comprehensive income. The components of comprehensive income are as follows: December 27, December 28, 1998 1997 Net Income $1,048,577 $ 859,537 Other comprehensive income: Unrealized gain on available- for-sale equity securities, net of tax 2,134,055 573,461 _________ _________ Comprehensive income $3,182,632 $1,432,998 BOWL AMERICA INCORPORATED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS December 27, 1998 Liquidity and Capital Resources Short-term investments, consisting mainly of U.S. Treasury Bills and Notes, and cash totaled $9,514,000 at the end of the second quarter of fiscal 1999 or $113,000 lower than at the beginning of the quarter. The normal seasonal increase in cash was offset by the purchase during the quarter of 173,980 shares of Class A and 27,430 shares of Class B previously outstanding stock for approximately $1,473,000. The Company also expended approximately $270,000 during the quarter for bowling equipment and amusement game machines. The Company is actively seeking property for additional locations. While previous offers have not yet been accepted, the Company continues to pursue contracts on two sites. Cash and cash flow are sufficient to finance all currently planned purchases and construction. The fiscal year end 1998 position in telecommunications stocks has been maintained as a further source of expansion capital. These securities are carried at their fair value on the last day of the quarter. For the six-month period ending December 27, 1998, the market value increased by approximately $3,440,000 resulting in an unrealized after tax gain of $2,134,000. While no factors requiring a change in the dividend rate are 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. Results of Operations After several years of changes in the number of operating locations, the current year comparisons reflect the same twenty-three centers in operation. All of the prior year's percentage changes were influenced by the change in the number of centers in operation. There was a $.18 per share profit for the thirteen-week period ending December 27, 1998, versus a $.15 per share profit for the thirteen weeks ended December 28, 1997 which included higher than normal operating expenses as detailed below. For the current twenty-six week period earnings per share were $.19 compared to $.15 for the comparable period a year ago. The return to more typical costs was primarily responsible for the increase in earnings. Operating revenues decreased 1% for the current six-month period, versus a increase of 2% in the comparable period a year ago. The average game rate increased in the current six-month period, but could not offset the loss caused by lower linage. Exceptionally dry and warm weather into December resulted in lower traffic at northern bowling centers. This contributed to the decline in amusement game income. For the six-month period food, beverage and merchandise sales were down 2% and cost of sales decreased due to the lower sales. Operating expenses excluding depreciation and amortization decreased 4% in the current six-month period versus a 1% decrease in the comparable period last year. Employee compensation and benefits were flat this period versus a 2% decrease in the prior year period. In the current six-month period supplies and services expense decrease 12%. Last year's costs included large purchases of glow-in-the-dark and amusement game supplies. Advertising costs decreased 12% from the prior six-month period and decreased 15% in the a year ago. Equipment expense increased in the current year by 17% primarily due to the higher costs associated with bowling pins and rental shoes. Utility costs decreased 4% in the current six-month period because of lower heating requirements and 6% in the prior year period. Depreciation and amortization expense increased 1% in the current year period versus an increase of 13% in the comparable period last year. The increase last year was primarily due to amusement game machine and glow-in-the-dark equipment purchases. Rent expense decreased 30% in the current period. Last year rent expense included a one-time termination payment under an expired lease. YEAR 2000 Bowl America considers Year 2000 issues to be a priority. The Company has assessed its computer and related systems and has identified those which require time and expeditures to become year 2000 ready. Bowl America does not rely heavily on date sensitive hardware or software for its internal operations. The operating system of the corporate computer system is currently compliant as is most of the software used by the Company. Upgrades to some of the automatic scoring systems in use in the bowling centers will be required. All updates and replacements are expected to be completed by the fiscal year end 1999. The cost of remediation does not appear to be material. The Company continues to receive written verification from vendors and suppliers with whom it has material relationships that they are addressing the Year 2000 issue and expect to be ready by mid 1999. BOWL AMERICA INCORPORATED AND SUBSIDIARIES S.E.C. FORM 10-Q December 27, 1998 PART II - OTHER INFORMATION An 8-K was filed in December 1998, which referred to the election of a new board member after a previous board member declined to stand for election and to the result of the vote on a shareholder proposal. BOWL AMERICA INCORPORATED AND SUBSIDIARIES SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BOWL AMERICA INCORPORATED Registrant February 9, 1999 Leslie H. Goldberg Date Leslie H. Goldberg President February 9, 1999 Cheryl A. Dragoo Date Cheryl A. Dragoo Controller