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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 26, 2004

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number 001-12131

 


 

AMF BOWLING WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   13-3873272

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

8100 AMF Drive

Richmond, Virginia 23111

(Address of principal executive offices, including zip code)

 

(804) 730-4000

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report.)

 


 

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  x    No  ¨

 

As of December 26, 2004, there were issued and outstanding 1,000 shares of the registrant’s common stock, $0.01 par value, all of which were held of record by Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, LLC.

 



Table of Contents

 

AMF BOWLING WORLDWIDE, INC.

 

TABLE OF CONTENTS

 

          Page

     PART I     

Item 1.

   Financial Statements     
     Condensed Consolidated Balance Sheets (unaudited)    2
     Condensed Consolidated Statements of Operations (unaudited)    3
     Condensed Consolidated Statements of Cash Flows (unaudited)    4
     Notes to Condensed Consolidated Financial Statements (unaudited)    5

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    24

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    40

Item 4.

   Controls and Procedures    41
     PART II     

Item 1.

   Legal Proceedings    42

Item 6.

   Exhibits    43

Signatures

   44

 

1


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

     New Company

 

(In thousands, except share and per share data)


   December 26,
2004


    June 27,
2004


 
Assets                 

Current assets:

                

Cash and cash equivalents

   $ 31,284     $ 12,734  

Accounts and notes receivable, net of allowance for doubtful accounts of $4,239 and $4,155, respectively

     24,465       25,737  

Inventories, net

     31,854       30,745  

Prepaid expenses and other current assets

     13,452       19,231  

Assets held for sale (Note 3)

     51,125       —    
    


 


Total current assets

     152,180       88,447  

Property and equipment, net

     268,537       363,956  

Other assets

     44,132       49,704  
    


 


Total assets

   $ 464,849     $ 502,107  
    


 


Liabilities and Stockholder’s Equity                 

Current liabilities:

                

Accounts payable

   $ 13,520     $ 21,661  

Accrued expenses and other liabilities

     75,658       79,979  

Current portion of long-term debt

     1,559       2,294  

Liabilities held for sale (Note 3)

     10,011       —    
    


 


Total current liabilities

     100,748       103,934  

Long-term debt, less current portion

     239,967       286,503  

Liabilities, subject to resolution

     213       233  
    


 


Total liabilities

     340,928       390,670  

Stockholder’s equity:

                

Common stock ($0.01 par value, 1,000 shares authorized and outstanding)

     —         —    

Paid-in capital

     133,716       133,716  

Accumulated deficit

     (5,945 )     (18,992 )

Accumulated other comprehensive loss

     (3,850 )     (3,287 )
    


 


Total stockholder’s equity

     123,921       111,437  
    


 


Total liabilities and stockholder’s equity

   $ 464,849     $ 502,107  
    


 


 

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

 

2


Table of Contents

 

AMF BOWLING WORLDWIDE, INC

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

     New
Company


    Reorganized
Predecessor
Company


   

New

Company


    Reorganized
Predecessor
Company


 

(In thousands)


   2005 Second
Quarter


    2004 Second
Quarter


    2005 First
Six Months


    2004 First
Six Months


 

Operating revenue

   $ 149,290     $ 150,093     $ 266,889     $ 275,999  

Operating expenses:

                                

Cost of goods sold

     39,424       33,419       67,150       64,647  

Bowling center operating expenses

     79,857       74,469       163,794       149,294  

Selling, general and administrative expenses

     15,712       12,000       26,464       22,958  

Asset impairment

     —         —         1,303       —    

Depreciation and amortization

     10,649       12,247       21,929       25,081  
    


 


 


 


Total operating expenses

     145,642       132,135       280,640       261,980  
    


 


 


 


Operating income (loss)

     3,648       17,958       (13,751 )     14,019  

Non-operating (income) expenses:

                                

Interest expense

     6,679       8,859       13,181       18,046  

Interest income

     (306 )     (66 )     (332 )     (126 )

Other income, net

     (87 )     (3,102 )     (4,739 )     (3,309 )
    


 


 


 


Total non-operating expenses

     6,286       5,691       8,110       14,611  
    


 


 


 


Income (loss) from continuing operations before income taxes

     (2,638 )     12,267       (21,861 )     (592 )

Provision for income taxes

     1,276       1,731       1,648       1,672  
    


 


 


 


Income (loss) from continuing operations

     (3,914 )     10,536       (23,509 )     (2,264 )

Discontinued operations (Note 3):

                                

Income (loss) from discontinued operations, net of tax

     (346 )     1,958       6,309       2,086  

Gain on disposal, net of tax

     30,247       —         30,247       —    
    


 


 


 


Income from discontinued operations

     29,901       1,958       36,556       2,086  

Net income (loss)

   $ 25,987     $ 12,494     $ 13,047     $ (178 )
    


 


 


 


 

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

 

3


Table of Contents

 

AMF BOWLING WORLDWIDE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

     New
Company


    Reorganized
Predecessor
Company


 

(In thousands)


   2005 First
Six Months


    2004 First
Six Months


 

Operating activities:

                

Net income (loss)

   $ 13,047     $ (178 )

Income from discontinued operations, net of tax

     (36,556 )     (2,086 )
    


 


Loss from continuing operations

     (23,509 )     (2,264 )

Adjustments to reconcile net loss from continuing operations to net cash provided by continuing operations:

                

Stock based compensation

     —         210  

Depreciation and amortization

     21,929       25,081  

(Gain) loss on the sale of property and equipment, net

     257       (1,051 )

Gain from casualty loss

     —         (1,413 )

Asset impairment

     1,303       —    

Changes in assets and liabilities:

                

Accounts and notes receivable, net

     2,005       329  

Inventories

     (2,318 )     1,226  

Other assets

     2,173       (4,772 )

Accounts payable and accrued expenses

     (1,619 )     (2,775 )

Income taxes payable

     (264 )     700  

Other long-term liabilities

     1,168       (29 )
    


 


Net cash provided by operating activities from continuing operations

     1,125       15,242  
    


 


Investing activities:

                

Capital expenditures

     (21,513 )     (21,353 )

Proceeds from:

                

Sale of property and equipment

     1,548       3,427  

Sale of subsidiary

     69,875       —    
    


 


Net cash provided by (used in) investing activities from continuing operations

     49,910       (17,926 )
    


 


Financing activities:

                

Payments of long-term debt

     (47,080 )     (28,380 )

Payments under capital lease obligations

     (211 )     (146 )
    


 


Net cash used in financing activities from continuing operations

     (47,291 )     (28,526 )
    


 


Effect of exchange rates on cash

     (2,123 )     (1,754 )

Net cash provided by discontinued operations

     16,929       5,982  
    


 


Net increase (decrease) in cash

     18,550       (26,982 )

Cash and cash equivalents at beginning of period

     12,734       56,275  
    


 


Cash and cash equivalents at end of period

   $ 31,284     $ 29,293  
    


 


 

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

 

4


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 1. BUSINESS DESCRIPTION

 

Organization

 

AMF Bowling Worldwide, Inc., a Delaware corporation, and its subsidiaries (which may be referred to as Worldwide, the Company, we, us or our) operate in two business segments:

 

    the operation of bowling centers in the United States and internationally (“Centers”); and

 

    the manufacture and sale of bowling equipment, such as automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns, lane machines, bowling center supplies and the resale of other related products, including bowling bags and shoes (collectively, “Products”).

 

As of December 26, 2004, we operated 425 bowling centers worldwide including 368 bowling centers in the U.S. and 57 international bowling centers, including 42 in Australia. On September 30, 2004, we sold our 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71,200. On February 8, 2005, we sold our 42 bowling centers in Australia for approximately $47,810 subject to certain post closing adjustments. We no longer have bowling center operations in the United Kingdom or Australia. The results of operations for the bowling centers in the United Kingdom and Australia have been reported as discontinued operations for all periods presented.

 

Products is one of the largest manufacturers of bowling center equipment in the world. Products revenue consists of two major sales categories:

 

    New Center Packages (“NCPs”), which is all of the equipment necessary to outfit one lane at a new or existing bowling center; and

 

    Modernization and Consumer Products, which is equipment used to upgrade an existing center, spare parts, pins, supplies and consumable products used in the operation of a center, and bowling balls and ancillary products for resale to bowlers.

 

Products also manufactures and sells its Playmaster, Highland and Renaissance brands of billiard tables.

 

Worldwide serves as the corporate headquarters of the Company. Its employees provide certain management and administrative services for Centers and Products. Worldwide’s business operations and operating assets are held in subsidiaries. AMF Bowling Centers, Inc., a wholly-owned, indirect subsidiary of Worldwide, owns and operates our bowling centers in the U.S. Our bowling centers located outside of the U.S. are operated through separate, indirect subsidiaries of Worldwide. Products is primarily operated through AMF Bowling Products, Inc., which is a wholly-owned, indirect subsidiary of Worldwide.

 

Merger

 

On November 26, 2003, Kingpin Holdings, LLC (“Kingpin Holdings”) and its wholly-owned subsidiary, Kingpin Merger Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger with Worldwide (the “Merger Agreement”). Pursuant to the Merger Agreement, on February 27, 2004, Merger Sub was merged into Worldwide with Worldwide being the surviving corporation (the “Merger”). The Company, as it existed after the Merger, is sometimes referred to as the “New Company.” Each shareholder of Worldwide received $25.00 in cash for each share of the common stock of Worldwide that was outstanding prior to the Merger including vested options and warrants, for aggregate proceeds (including option proceeds) of $258,700. The old common stock was canceled and the common stock of Merger Sub became the new common stock of Worldwide. As part of the Merger, Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, became the sole shareholder of Worldwide.

 

5


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Kingpin Holdings is a Delaware limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity firm.

 

Fiscal Year

 

We report on a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods. Fiscal year 2004 had 52 weeks and fiscal year 2005 has 53 weeks, with the extra week being reported in the fourth quarter.

 

NOTE 2. BASIS OF PRESENTATION

 

Our interim condensed consolidated financial statements presented in this report are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States for financial information requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimates. Certain previously reported amounts have been reclassified to conform to the current year presentation.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, which are necessary to present fairly the consolidated financial position and the consolidated results of operations and cash flows for all periods presented.

 

These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2004.

 

Prior to February 27, 2004, we were referred to as the “Reorganized Predecessor Company” and, as we existed on and after February 27, 2004, we are referred to as the “New Company.” Our financial results during the three and six months ended December 26, 2004 and the three and six months ended December 28, 2003 are not comparable due to the Merger.

 

Period


 

Referred to as


Results for the New Company from September 27, 2004 through December 26, 2004

  “New Company 2005 Second Quarter”

Results for the New Company from June 28, 2004 through December 26, 2004

  “New Company 2005 First Six Months”

Results for the Reorganized Predecessor Company from September 29, 2003 through December 28, 2003

  “Reorganized Predecessor Company 2004 Second Quarter”

Results for the Reorganized Predecessor Company from June 30, 2003 through December 28, 2003

  “Reorganized Predecessor Company 2004 First Six Months”

 

6


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 3. DISCONTINUED OPERATIONS

 

In the New Company 2005 Second Quarter, we sold our bowling center operations in the United Kingdom for gross proceeds of approximately $71,200. Additionally, in February 2005, we sold our bowling center operations in Australia for approximately $47,810. The gain on the Australian sale is not recorded in the New Company 2005 Second Quarter. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets,” the bowling operations of the United Kingdom and Australia are reported separately as discontinued operations for all periods presented.

 

The financial results of the United Kingdom and Australian bowling center operations, included in discontinued operations, were as follows:

 

     New
Company


    Reorganized
Predecessor
Company


    New
Company


   Reorganized
Predecessor
Company


     2005 Second
Quarter


    2004 Second
Quarter


    2005 First
Six Months


   2004 First
Six Months


Revenue

   $ 12,562     $ 24,096     $ 37,796    $ 46,204
    


 


 

  

Income from operations, pretax

     114       1,470       9,467      2,130

Provision (benefit) for income taxes

     460       (488 )     3,158      44
    


 


 

  

Income (loss) from operations, after tax

     (346 )     1,958       6,309      2,086

Gain on disposal, pretax

     33,642       —         33,642      —  

Provision for income taxes

     3,395       —         3,395      —  
    


 


 

  

Gain on disposal, after tax

     30,247       —         30,247      —  
    


 


 

  

Income from discontinued operations

   $ 29,901     $ 1,958     $ 36,556    $ 2,086
    


 


 

  

 

The assets and liabilities of the Australian bowling center operations are classified as “held-for-sale” as of December 26, 2004 and were as follows:

 

     December 26,
2004


Accounts receivable, net of allowance

   $ 114

Inventories, net

     1,411

Prepaid and other current assets

     1,519

Property and equipment, net

     45,461

Other

     2,620
    

Assets held for sale

   $ 51,125
    

Accounts payable

   $ 510

Accrued expenses and other liabilities

     9,501
    

Liabilities held for sale

   $ 10,011
    

 

7


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 4. EQUITY BASED COMPENSATION

 

Effective September 27, 2004, Kingpin Holdings adopted the 2004 Unit Option Plan (the “Option Plan”) and granted 100,000 options to purchase common units of Kingpin Holdings, at an exercise price of $10.0 per common unit, to twenty two (22) senior managers of Worldwide. One-third of the options vest on June 28 of each year beginning June 28, 2005. The options are subject to customary terms and conditions. The number of common units with respect to which options may be granted under the Option Plan and which may be issued upon their exercise may not exceed 1,094,595 common units in the aggregate. Under the Option Plan, grants may be made to any director, executive or other key employee of, or any consultant or advisors to, Kingpin Holdings or Worldwide. We currently use the intrinsic value method of accounting for stock based employee compensation in accordance with Accounting Principles Board (“APB”) Opinion No. 25 “Accounting for Stock Issued to Employees.” Under APB Opinion No. 25, compensation expense is based upon the difference, if any, between the fair value of the unit option and the exercise price on the date of the grant. No compensation expense for the unit options is reflected in the New Company 2005 Second Quarter or the New Company 2005 First Six Months net earnings, as all options granted under this plan had an exercise price not less than the market value of the common unit on the date of the grant.

 

NOTE 5. COMPREHENSIVE INCOME

 

Comprehensive income was $27,244 for the New Company 2005 Second Quarter, $12,484 for the New Company 2005 First Six Months, $17,116 for the Reorganized Predecessor Company 2004 Second Quarter and $4,997 for the Reorganized Predecessor Company 2004 First Six Months. Accumulated other comprehensive loss of $3,850 at December 26, 2004 and $3,287 at June 27, 2004 is included in stockholder’s equity and consists of the foreign currency translation adjustment.

 

NOTE 6. INVENTORIES, NET

 

Inventories, net, at December 26, 2004 and June 27, 2004 consisted of:

 

     December 26,
2004


  

June 27,

2004


Products, at FIFO:

             

Raw materials

   $ 6,459    $ 6,157

Work in process (a)

     3,585      2,281

Finished goods and spare parts

     15,592      14,362

Centers, at average cost:

             

Merchandise and spare parts

     6,218      7,945
    

  

Total inventories, net

   $ 31,854    $ 30,745
    

  


(a) Work in process also includes certain inventory shipments in-transit to customers.

 

8


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 7. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net, at December 26, 2004 and June 27, 2004 consisted of:

 

     December 26,
2004


    June 27,
2004


 

Land

   $ 29,771     $ 44,248  

Buildings and improvements

     109,652       143,124  

Equipment, furniture and fixtures

     153,481       186,488  

Other

     11,490       10,664  
    


 


       304,394       384,524  

Less accumulated depreciation

     (35,857 )     (20,568 )
    


 


Property and equipment, net

   $ 268,537     $ 363,956  
    


 


 

Depreciation expense related to property and equipment was $10,683 in the New Company 2005 First Quarter, $21,597 in the New Company 2005 First Six Months, $12,201 in the Reorganized Predecessor Company 2004 Second Quarter and $31,303 in the Reorganized Predecessor Company 2004 First Six Months.

 

NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION

 

The table below presents supplemental cash flow information for the reporting periods:

 

     New
Company


   Reorganized
Predecessor
Company


     2005 First
Six Months


   2004 First
Six Months


Cash paid during the period for:

             

Interest

   $ 11,182    $ 18,776

Income taxes

     1,956      1,577
    

  

 

NOTE 9. LONG-TERM DEBT

 

As discussed in Note 1, we completed the Merger on February 27, 2004 and substantially all of the debt the Reorganized Predecessor Company had in place prior to the Merger was paid in full.

 

Long-Term Debt Summary

 

Our long-term debt at December 26, 2004 and June 27, 2004 consisted of:

 

     December 26,
2004


    June 27,
2004


 

Term Loan

   $ 87,921     $ 135,000  

Revolver

     —         —    

Subordinated Notes, 10%, due 2010

     150,000       150,000  

Old Subordinated Notes, 13%, due 2008

     5       5  

Mortgage note and capitalized leases

     3,600       3,792  
    


 


Total debt

     241,526       288,797  

Current maturities

     (1,559 )     (2,294 )
    


 


Total long-term debt

   $ 239,967     $ 286,503  
    


 


 

9


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Credit Agreement

 

At December 26, 2004, we owed $87,921 in term loans (the “Term Loan”) under a senior secured credit agreement (the “Credit Agreement”) which also has an aggregate revolving loan commitment of $40,000 (the “Revolver”). In September 2004, we entered into a First Amendment to Credit Agreement (the “Amendment”). The Amendment, among other things, requires us to prepay loans and/or cash collateralize or pay certain letter of credit obligations under the Credit Agreement in an amount equal to 20% of the net cash proceeds from any sale, transfer or other disposition of the assets or stock of certain of our foreign subsidiaries. The Amendment also permits us to redeem, purchase, prepay, retire, defease or otherwise acquire our 10% Senior Subordinated Notes due 2010 for cash consideration in an amount that does not exceed 80% of net cash proceeds from those sales of assets or stock of certain of our foreign subsidiaries within a specified period of time.

 

At December 26, 2004, there were no borrowings outstanding under the Revolver. Outstanding standby letters of credit issued under the Revolver totaled $18,114 leaving $21,886 available for additional borrowings or letters of credit. Our aggregate letter of credit obligations outstanding under the Credit Agreement may not exceed $25,000. The principal amount of the Term Loan must be repaid on a quarterly basis in the amounts and at the times specified in the Credit Agreement, with a final principal payment of $83,723 due on August 27, 2009. Scheduled quarterly principal payments of $221 are due on the last day of each calendar quarter. Repayment also is required in amounts specified in the Credit Agreement for certain events including certain asset sale proceeds and equity and debt offering proceeds. The Credit Agreement requires the frequency of interest payments to be not less than quarterly and an annual mandatory prepayment of the Term Loan based on a percentage of free cash flow, ranging from 25-75%, as specified in the Credit Agreement. The obligations under the Credit Agreement are secured by substantially all of our U.S. assets and a 65% pledge of the capital stock of certain first tier foreign subsidiaries. Certain of our U.S. subsidiaries have guaranteed, or are directly obligated on, the Credit Agreement. The Credit Agreement contains certain events of default including cross default provisions.

 

Subordinated Notes

 

We have $150,000 of 10% Senior Subordinated Notes due 2010 (the “Subordinated Notes”) with interest payable semi-annually. The Subordinated Notes were issued pursuant to an indenture dated February 27, 2004 (the “Indenture”). The Subordinated Notes are expressly subordinated to the payment of the Credit Agreement and any other senior indebtedness; contain affirmative and negative covenants that are customary to high yield instruments and generally no more restrictive than those contained in the Credit Agreement; contain certain events of default including cross default provisions; are unsecured; and have the benefit of guarantees of certain of the U.S. subsidiaries. Subject to certain exceptions, the Subordinated Notes may not be redeemed at our option before March 1, 2007. Thereafter, the Subordinated Notes are redeemable in the manner provided in the Indenture at redemption prices equal to 105.00% during the 12 month period beginning March 1, 2007, 102.50% during the 12 month period beginning March 1, 2008 and 100.00% beginning on March 1, 2009 and thereafter. Upon the occurrence of a change of control (as defined in the Indenture), we are required to offer to purchase the Subordinated Notes at 101.00% of their principal amount, plus accrued interest. Subject to certain restrictions and conditions, the Indenture permits the payment of a dividend or distribution to Kingpin Intermediate Corp. or the repurchase or redemption of shares of Worldwide or any parent of Worldwide of up to 35% of the Net Cash Proceeds (as defined in the Indenture) from the sale of International Operations (as defined in the Indenture).

 

NOTE 10. LIABILITIES SUBJECT TO RESOLUTION

 

In 2001, Worldwide and certain of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 with the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division (the “Bankruptcy Court”). On February 1, 2002, the Bankruptcy Court confirmed the Second Amended Second Modified Joint Plan of Reorganization (the “Plan”) of the Debtors. The Plan became effective on March 8, 2002, which is the date on which the Debtors emerged from Chapter 11. Liabilities subject to resolution in the

 

10


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Chapter 11 proceeding were $213 at December 26, 2004 and $233 at June 27, 2004. These balances consist primarily of real and personal property taxes expected to be paid upon settlement of the claim or over a six year period.

 

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

Equipment Warranties

 

The following table provides a roll-forward from June 27, 2004 of our estimated exposure related to equipment warranties for the period ended December 26, 2004:

 

Balance, June 27, 2004

   $ 1,136  

Provision

     125  

Payments

     (104 )

Exchange rate effect

     3  
    


Balance, December 26, 2004

   $ 1,160  
    


 

The warranty reserve is evaluated on a regular basis to determine its adequacy. The reserve is based upon prior experience and management’s estimates.

 

Asset Sales

 

From time to time, we will sell real estate on which a bowling center is operated, either in connection with the closing of a bowling center or in response to an attractive offer to buy such real estate. In addition, we will, from time to time, sell excess real estate.

 

The following table shows our asset sales for the reported periods:

 

     2005 Second Quarter

   2005 First Six Months

     Proceeds

   Gain/
(loss), net


   Proceeds

   Gain/
(loss), net


U.S. Centers:

                           

Excess property

   $ 3    $ 3    $ 1,518    $ 531
    

  

  

  

 

Centers net gains are included in bowling center operating expenses and Products net gains are included in selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

 

Litigation and Claims

 

We currently and from time to time are subject to claims and actions arising in the ordinary course of our business, including general liability, workers’ compensation, employee compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In management’s opinion, the claims and actions in which we are involved are not expected to have a material adverse impact on our financial position or results of operations. In addition, we are a defendant in two actions alleging violations of federal legislation involving unsolicited communications. These actions were brought by plaintiffs who allegedly received unsolicited communications from us or from an agent on our behalf. The plaintiffs in these actions sought statutory damages and have requested geographically-limited class certifications. In one of these actions, which was brought in Georgia state court, the court has approved a settlement of the class action. It is not possible at this time to predict the outcome of the remaining action. From time to time, we resolve claims alleging similar violations in order to avoid litigation.

 

11


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

European Community Tariff

 

The Commission of the European Community increased tariffs last year on certain U.S. exports to the countries comprising the European Community (the “EC”) in response to benefits for U.S. exporters under the U.S. Foreign Sales Corporation/Extraterritorial Income Exclusion tax regimes, which were declared in violation of U.S. obligations by the World Trade Organization (the “WTO”). A substantial portion of our bowling products imported into the EC was subject to the additional duty. The additional duty was 5% ad valorem in March 2004 and increased 1% each month thereafter up to a maximum of 14%. The U.S. Congress recently enacted legislation which was intended to address the issues raised by the EC. The EC has agreed to repeal temporarily the additional duty retroactive to January 1, 2005 until the WTO determines that the U.S. legislation adequately responded to global trade rules. There can be no assurance that the WTO will make a favorable determination.

 

NOTE 12. BUSINESS SEGMENTS

 

We operate in two business segments: operation of bowling centers and manufacture and sale of bowling and related products. Information concerning these segments from continuing operations is presented below:

 

     New Company 2005 Second Quarter

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


    Depreciation
and
amortization


    Capital
expenditures


Centers:

                                             

U.S.

   $ 112.5    $ —       $ 13.0     $ 252.1     $ 8.1     $ 8.5

International

     4.7      —         0.3       67.7       0.3       0.1
    

  


 


 


 


 

Subtotal

     117.2      —         13.3       319.8       8.4       8.6
    

  


 


 


 


 

Products:

                                             

U.S.

     15.2      5.3       0.3       78.2       1.7       0.7

International

     16.9      1.1       —         27.1       0.1       0.1
    

  


 


 


 


 

Subtotal

     32.1      6.4       0.3       105.3       1.8       0.8
    

  


 


 


 


 

Corporate

     —        —         (10.0 )     32.2       0.5       0.4

Eliminations

     —        (6.4 )     —         7.5       (0.1 )     —  
    

  


 


 


 


 

Total

   $ 149.3    $ —       $ 3.6     $ 464.8     $ 10.6     $ 9.8
    

  


 


 


 


 

     Reorganized Predecessor Company 2004 Second Quarter

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


    Depreciation
and
amortization


    Capital
expenditures


Centers:

                                             

U.S.

   $ 116.7    $ —       $ 24.9     $ 483.1     $ 10.5     $ 11.3

International

     5.8      —         0.4       106.9       0.2       0.5
    

  


 


 


 


 

Subtotal

     122.5      —         25.3       590.0       10.7       11.8
    

  


 


 


 


 

Products:

                                             

U.S.

     12.2      4.8       0.4       80.1       1.2       0.2

International

     15.4      1.2       (0.9 )     31.4       0.1       0.1
    

  


 


 


 


 

Subtotal

     27.6      6.0       (0.5 )     111.5       1.3       0.3
    

  


 


 


 


 

Corporate

     —        —         (6.9 )     (7.0 )     0.2       0.6

Eliminations

     —        (6.0 )     0.1       7.2       —         —  
    

  


 


 


 


 

Total

   $ 150.1    $ —       $ 18.0     $ 701.7     $ 12.2     $ 12.7
    

  


 


 


 


 

 

 

12


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

     New Company 2005 First Six Months

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


    Depreciation
and
amortization


    Capital
expenditures


Centers:

                                             

U.S.

   $ 198.0    $ —       $ 2.5     $ 252.1     $ 16.9     $ 18.6

International

     9.6      —         (1.8 )     67.7       0.6       0.2
    

  


 


 


 


 

Subtotal

     207.6      —         0.7       319.8       17.5       18.8
    

  


 


 


 


 

Products:

                                             

U.S.

     32.5      12.2       (0.9 )     78.2       3.4       1.4

International

     26.8      2.1       2.1       27.1       0.2       0.1
    

  


 


 


 


 

Subtotal

     59.3      14.3       1.2       105.3       3.6       1.5
    

  


 


 


 


 

Corporate

     —        —         (15.7 )     32.2       0.9       1.2

Eliminations

     —        (14.3 )     —         7.5       (0.1 )     —  
    

  


 


 


 


 

Total

   $ 266.9    $ —       $ (13.8 )   $ 464.8     $ 21.9     $ 21.5
    

  


 


 


 


 

     Reorganized Predecessor Company 2004 First Six Months

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


    Depreciation
and
amortization


    Capital
expenditures


Centers:

                                             

U.S.

   $ 206.2    $ —       $ 24.5     $ 483.1     $ 21.0     $ 19.0

International

     11.1      —         0.9       106.9       0.7       0.7
    

  


 


 


 


 

Subtotal

     217.3      —         25.4       590.0       21.7       19.7
    

  


 


 


 


 

Products:

                                             

U.S.

     30.2      9.0       2.1       80.1       2.6       0.5

International

     28.5      2.3       (1.4 )     31.4       0.2       0.1
    

  


 


 


 


 

Subtotal

     58.7      11.3       0.7       111.5       2.8       0.6
    

  


 


 


 


 

Corporate

     —        —         (12.3 )     (7.0 )     0.9       1.1

Eliminations

     —        (11.3 )     0.2       7.2       (0.3 )     —  
    

  


 


 


 


 

Total

   $ 276.0    $ —       $ 14.0     $ 701.7     $ 25.1     $ 21.4
    

  


 


 


 


 

 

13


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

 

The Subordinated Notes are jointly and severally guaranteed on a full and unconditional basis by our direct and indirect, wholly-owned domestic subsidiaries (the “Guarantor Subsidiaries”). Our foreign and non wholly-owned subsidiaries (the “Non-Guarantor Subsidiaries”) do not provide guarantees. Based on this distinction, the following information presents the condensed consolidating balance sheets as of December 26, 2004 and June 27, 2004, condensed consolidating statements of operations for the New Company 2005 Second Quarter, Reorganized Predecessor Company 2004 Second Quarter, New Company 2005 First Six Months and Reorganized Predecessor Company 2004 First Six Months and the condensed consolidating statements of cash flows for the New Company 2005 First Six Months and the Reorganized Predecessor Company 2004 First Six Months. The elimination entries presented are necessary to combine the entities.

 

14


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet

 

     December 26, 2004

 
     Worldwide

    Guarantor
Subsidiaries


    Non-
Guarantor
Subsidiaries


    Eliminations

    Total

 

Assets

                                        

Current assets:

                                        

Cash and cash equivalents

   $ 24,298     $ 4,967     $ 2,019     $ —       $ 31,284  

Accounts and notes receivable, net

     —         20,414       4,051       —         24,465  

Accounts and notes receivable - intercompany

     26,548       165,616       8,879       (201,043 )     —    

Inventories, net

     —         29,657       5,710       (3,513 )     31,854  

Prepaid expenses and other current assets

     (6,346 )     17,922       1,876       —         13,452  

Assets held for sale

     —         51,125       —         —         51,125  
    


 


 


 


 


Total current assets

     44,500       289,701       22,535       (204,556 )     152,180  

Notes receivable – intercompany

     1,896       —         3,000       (4,896 )     —    

Property and equipment, net

     7,595       253,571       4,891       2,480       268,537  

Investment in subsidiaries

     446,334       —         5       (446,339 )     —    

Other assets

     28,250       93,416       (657 )     (76,877 )     44,132  
    


 


 


 


 


Total assets

   $ 528,575     $ 636,688     $ 29,774     $ (730,188 )   $ 464,849  
    


 


 


 


 


Liabilities and Stockholder’s Equity

                                        

Current liabilities:

                                        

Accounts payable

   $ 120     $ 12,381     $ 1,019     $ —       $ 13,520  

Accrued expenses and other liabilities

     17,092       53,512       5,054       —         75,658  

Current portion of long-term debt

     884       586       89               1,559  

Accounts and notes payable - intercompany

     126,568       43,402       31,073       (201,043 )     —    

Liabilities held for sale

     —         10,011       —         —         10,011  
    


 


 


 


 


Total current liabilities

     144,664       119,892       37,235       (201,043 )     100,748  

Long-term debt, less current portion

     237,041       2,584       342       —         239,967  

Liabilities, subject to resolution

     —         213       —         —         213  

Other long-term liabilities

     21,569       55,141       167       (76,877 )     —    

Notes payable-intercompany

     347       4,549       —         (4,896 )     —    
    


 


 


 


 


Total liabilities

     403,621       182,379       37,744       (282,816 )     340,928  

Stockholder’s equity:

                                        

Common stock

     —         —         —         —         —    

Paid-in capital

     133,716       677,220       9,432       (686,652 )     133,716  

Accumulated deficit

     (4,912 )     (228,467 )     (6,377 )     233,811       (5,945 )

Accumulated other comprehensive income (loss)

     (3,850 )     5,556       (11,025 )     5,469       (3,850 )
    


 


 


 


 


Total stockholder’s equity

     124,954       454,309       (7,970 )     (447,372 )     123,921  
    


 


 


 


 


Total liabilities and stockholder’s equity

   $ 528,575     $ 636,688     $ 29,774     $ (730,188 )   $ 464,849  
    


 


 


 


 


 

15


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet

 

     June 27, 2004

 
     Worldwide

    Guarantor
Subsidiaries


    Non-
Guarantor
Subsidiaries


    Eliminations

    Total

 

Assets

                                        

Current assets:

                                        

Cash and cash equivalents

   $ 3,379     $ 6,484     $ 2,871     $ —       $ 12,734  

Accounts and notes receivable, net

     —         21,333       4,404       —         25,737  

Accounts and notes receivable - intercompany

     16,288       150,135       20,146       (186,569 )     —    

Inventories, net

     —         27,430       6,039       (2,724 )     30,745  

Prepaid expenses and other current assets

     (7,137 )     19,444       6,924       —         19,231  
    


 


 


 


 


Total current assets

     12,530       224,826       40,384       (189,293 )     88,447  

Notes receivable – intercompany

     47,330       —         5,663       (52,993 )     —    

Property and equipment, net

     7,256       315,007       41,627       66       363,956  

Investment in subsidiaries

     477,829       —         5       (477,834 )     —    

Other assets

     30,003       98,258       (392 )     (78,165 )     49,704  
    


 


 


 


 


Total assets

   $ 574,948     $ 638,091     $ 87,287     $ (798,219 )   $ 502,107  
    


 


 


 


 


Liabilities and Stockholder’s Equity

                                        

Current liabilities:

                                        

Accounts payable

   $ 496     $ 14,719     $ 6,446     $ —       $ 21,661  

Accrued expenses and other liabilities

     13,533       60,189       6,257       —         79,979  

Current portion of long-term debt

     1,688       530       76       —         2,294  

Accounts and notes payable - intercompany

     130,212       13,576       42,781       (186,569 )     —    
    


 


 


 


 


Total current liabilities

     145,929       89,014       55,560       (186,569 )     103,934  

Long-term debt, less current portion

     283,317       2,837       349       —         286,503  

Liabilities, subject to resolution

     —         233       —         —         233  

Other long-term liabilities

     21,569       56,422       174       (78,165 )     —    

Notes payable-intercompany

     10,038       —         42,955       (52,993 )     —    
    


 


 


 


 


Total liabilities

     460,853       148,506       99,038       (317,727 )     390,670  

Stockholder’s equity:

                                        

Common stock

     —         —         —         —         —    

Paid-in capital

     133,716       504,566       (10,975 )     (493,591 )     133,716  

Accumulated (deficit) earnings

     (16,334 )     (9,965 )     (886 )     8,193       (18,992 )

Accumulated other comprehensive income (loss)

     (3,287 )     (5,016 )     110       4,906       (3,287 )
    


 


 


 


 


Total stockholder’s equity

     114,095       489,585       (11,751 )     (480,492 )     111,437  
    


 


 


 


 


Total liabilities and stockholder’s equity

   $ 574,948     $ 638,091     $ 87,287     $ (798,219 )   $ 502,107  
    


 


 


 


 


 

 

16


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     New Company 2005 Second Quarter

 
     Worldwide

    Guarantor
Subsidiaries


    Non-
Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 140,792     $ 11,716     $ (3,218 )   $ 149,290  

Operating expenses:

                                        

Cost of goods sold

     —         36,364       6,527       (3,467 )     39,424  

Bowling center operating expenses

     —         75,796       4,141       (80 )     79,857  

Selling, general and administrative expenses

     9,532       4,803       1,377       —         15,712  

Depreciation and amortization

     499       9,897       258       (5 )     10,649  
    


 


 


 


 


Total operating expenses

     10,031       126,860       12,303       (3,552 )     145,642  
    


 


 


 


 


Operating income (loss)

     (10,031 )     13,932       (587 )     334       3,648  

Non-operating (income) expenses:

                                        

Interest expense

     6,641       38       —         —         6,679  

Interest income

     (265 )     (26 )     (15 )     —         (306 )

Other (income) expense

     (6,241 )     6,771       (617 )     —         (87 )
    


 


 


 


 


Total non-operating (income) expenses

     135       6,783       (632 )     —         6,286  
    


 


 


 


 


Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries

     (10,166 )     7,149       45       334       (2,638 )

Provision (benefit) for income taxes

     219       669       388       —         1,276  
    


 


 


 


 


Income (loss) from continuing operations

     (10,385 )     6,480       (343 )     334       (3,914 )

Discontinued operations:

                                        

Income (loss) from discontinued operations, net of tax

     —         442       (788 )     —         (346 )

Gain on disposal, net of tax

     30,247       —         —         —         30,247  
    


 


 


 


 


Income (loss) from discontinued operations

     30,247       442       (788 )     —         29,901  

Equity in income (loss) of subsidiaries

     6,125       —         —         (6,125 )     —    
    


 


 


 


 


Net income (loss)

   $ 25,987     $ 6,922     $ (1,131 )   $ (5,791 )   $ 25,987  
    


 


 


 


 


 

17


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AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     Reorganized Predecessor Company 2004 Second Quarter

 
     Worldwide

    Guarantor
Subsidiaries


    Non-
Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 142,702     $ 10,274     $ (2,883 )   $ 150,093  

Operating expenses:

                                        

Cost of goods sold

     —         31,022       5,081       (2,684 )     33,419  

Bowling center operating expenses

     —         70,240       4,414       (185 )     74,469  

Selling, general and administrative expenses

     6,706       4,506       788       —         12,000  

Depreciation and amortization

     229       11,778       240       —         12,247  
    


 


 


 


 


Total operating expenses

     6,935       117,546       10,523       (2,869 )     132,135  
    


 


 


 


 


Operating income (loss)

     (6,935 )     25,156       (249 )     (14 )     17,958  

Non-operating (income) expenses:

                                        

Interest expense

     8,793       66       —         —         8,859  

Interest income

     97       (59 )     (104 )     —         (66 )

Other (income) expense

     (8,852 )     5,776       27       (53 )     (3,102 )
    


 


 


 


 


Total non-operating (income) expenses

     38       5,783       (77 )     (53 )     5,691  
    


 


 


 


 


Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries

     (6,973 )     19,373       (172 )     39       12,267  

Provision for income taxes

     —         1,204       527       —         1,731  
    


 


 


 


 


Income (loss) from continuing operations

     (6,973 )     18,169       (699 )     39       10,536  

Income (loss) from discontinued operations, net of tax

     —         (656 )     2,614       —         1,958  

Equity in income (loss) of subsidiaries

     19,467       —         —         (19,467 )     —    
    


 


 


 


 


Net income (loss)

   $ 12,494     $ 17,513     $ 1,915     $ (19,428 )   $ 12,494  
    


 


 


 


 


 

18


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AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     New Company 2005 First Six Months

 
     Worldwide

    Guarantor
Subsidiaries


    Non-
Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 252,526     $ 21,306     $ (6,943 )   $ 266,889  

Operating expenses:

                                        

Cost of goods sold

     —         62,332       11,800       (6,982 )     67,150  

Bowling center operating expenses

     —         155,188       8,896       (290 )     163,794  

Selling, general and administrative expenses

     14,850       9,614       2,000       —         26,464  

Asset impairment

     —         1,303       —         —         1,303  

Depreciation and amortization

     929       20,619       395       (14 )     21,929  
    


 


 


 


 


Total operating expenses

     15,779       249,056       23,091       (7,286 )     280,640  
    


 


 


 


 


Operating income (loss)

     (15,779 )     3,470       (1,785 )     343       (13,751 )

Non-operating (income) expenses:

                                        

Interest expense

     13,070       111       —         —         13,181  

Interest income

     (265 )     (44 )     (23 )     —         (332 )

Other (income) expense

     (13,722 )     12,931       (3,948 )     —         (4,739 )
    


 


 


 


 


Total non-operating (income) expenses

     (917 )     12,998       (3,971 )     —         8,110  
    


 


 


 


 


Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries

     (14,862 )     (9,528 )     2,186       343       (21,861 )

Provision (benefit) for income taxes

     341       (126 )     1,433       —         1,648  
    


 


 


 


 


Income (loss) from continuing operations

     (15,203 )     (9,402 )     753       343       (23,509 )

Discontinued operations:

                                        

Income (loss) from discontinued operations, net of tax

     —         6,856       (547 )     —         6,309  

Gain on disposal, net of tax

     30,247       —         —         —         30,247  
    


 


 


 


 


Income (loss) from discontinued operations

     30,247       6,856       (547 )     —         36,556  

Equity in income (loss) of subsidiaries

     (1,997 )     —         —         1,997       —    
    


 


 


 


 


Net income (loss)

   $ 13,047     $ (2,546 )   $ 206     $ 2,340     $ 13,047  
    


 


 


 


 


 

19


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     Reorganized Predecessor Company 2004 First Six Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 262,193     $ 19,663     $ (5,857 )   $ 275,999  

Operating expenses:

                                        

Cost of goods sold

     —         60,600       9,539       (5,492 )     64,647  

Bowling center operating expenses

     —         141,589       8,056       (351 )     149,294  

Selling, general and administrative expenses

     11,435       9,819       1,704       —         22,958  

Depreciation and amortization

     895       23,740       446       —         25,081  
    


 


 


 


 


Total operating expenses

     12,330       235,748       19,745       (5,843 )     261,980  
    


 


 


 


 


Operating income (loss)

     (12,330 )     26,445       (82 )     (14 )     14,019  

Non-operating (income) expenses:

                                        

Interest expense

     17,918       128       —         —         18,046  

Interest income

     89       (107 )     (108 )     —         (126 )

Other (income) expense

     (16,288 )     12,411       621       (53 )     (3,309 )
    


 


 


 


 


Total non-operating (income) expenses

     1,719       12,432       513       (53 )     14,611  
    


 


 


 


 


Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries

     (14,049 )     14,013       (595 )     39       (592 )

Provision for income taxes

     —         959       713       —         1,672  
    


 


 


 


 


Income (loss) from continuing operations

     (14,049 )     13,054       (1,308 )     39       (2,264 )

Income from discontinued operations, net of tax

     —         343       1,743       —         2,086  

Equity in income (loss) of subsidiaries

     13,871       —         —         (13,871 )     —    
    


 


 


 


 


Net income (loss)

   $ (178 )   $ 13,397     $ 435     $ (13,832 )   $ (178 )
    


 


 


 


 


 

20


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows

 

     New Company 2005 First Six Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Net cash provided by (used in) operating activities from continuing operations

   $ (669 )   $ (380 )   $ 51     $ 2,123     $ 1,125  

Cash flows from investing activities:

                                        

Capital expenditures

     (1,207 )     (20,050 )     (256 )     —         (21,513 )

Proceeds from the sale of:

                                        

Property and equipment

     —         1,548       —         —         1,548  

Sale of subsidiary

     69,875       —         —         —         69,875  
    


 


 


 


 


Net cash provided by (used in) investing activities

     68,668       (18,502 )     (256 )     —         49,910  
    


 


 


 


 


Cash flows from financing activities:

                                        

Repayments under long-term debt

     (47,080 )     —         —         —         (47,080 )

Repayment under capital lease obligations

     —         (211 )     —         —         (211 )
    


 


 


 


 


Net cash used in financing activities

     (47,080 )     (211 )     —         —         (47,291 )
    


 


 


 


 


Effect of exchange rates on cash

     —         —         —         (2,123 )     (2,123 )

Net cash provided by (used in) discontinued operations

     —         17,576       (647 )     —         16,929  
    


 


 


 


 


Net increase (decrease) in cash

     20,919       (1,517 )     (852 )     —         18,550  

Cash at beginning of period

     3,379       6,484       2,871       —         12,734  
    


 


 


 


 


Cash at end of period

   $ 24,298     $ 4,967     $ 2,019     $ —       $ 31,284  
    


 


 


 


 


 

21


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows

 

     Reorganized Predecessor Company 2004 First Six Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Net cash provided by (used in) operating activities from continuing operations

   $ (4,613 )   $ 15,452     $ 2,649     $ 1,754     $ 15,242  

Cash flows from investing activities:

                                        

Capital expenditures

     (1,097 )     (19,583 )     (673 )     —         (21,353 )

Proceeds from the sale of property and equipment

     —         3,394       33       —         3,427  
    


 


 


 


 


Net cash used in investing activities

     (1,097 )     (16,189 )     (640 )     —         (17,926 )
    


 


 


 


 


Cash flows from financing activities:

                                        

Payments on long-term debt

     (28,380 )     —         —         —         (28,380 )

Repayment under capital lease obligations

     —         (146 )     —         —         (146 )
    


 


 


 


 


Net cash used in financing activities

     (28,380 )     (146 )     —         —         (28,526 )
    


 


 


 


 


Effect of exchange rates on cash

     —         —         —         (1,754 )     (1,754 )

Net cash provided by discontinued operations

     —         3,535       2,447       —         5,982  
    


 


 


 


 


Net increase (decrease) in cash

     (34,090 )     2,652       4,456       —         (26,982 )

Cash at beginning of period

     48,123       5,440       2,712       —         56,275  
    


 


 


 


 


Cash at end of period

   $ 14,033     $ 8,092     $ 7,168     $ —       $ 29,293  
    


 


 


 


 


 

22


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 14. SUBSEQUENT EVENTS

 

On February 8, 2005, we sold our 42 bowling centers in Australia for approximately $47,810 and exited bowling center operations in that country. The purchase price is subject to certain post-closing adjustments.

 

On February 8, 2005, we prepaid the principal balance of $482 that was due on a capital lease for bowling equipment, which we lease to a customer in Portugal.

 

On February 8, 2005, our Board of Directors approved a dividend of approximately $46,830 to Kingpin Intermediate Corp., which is our sole shareholder. This dividend will eventually be distributed to the equity holders of Kingpin Holdings. Under our Credit Agreement and Indenture, subject to certain restrictions and conditions, we may distribute up to 35% of the net cash proceeds from the sale of certain international operations. As a condition to making such distribution, the Indenture requires us to first make an offer to the holders of our Subordinated Notes to purchase Subordinated Notes with an aggregated principal amount equal to 35% of such net cash proceeds (as defined in the Indenture) at a price equal to 102% of the aggregate principal amount being purchased. We expect to make an offer to purchase approximately $46,830 of Subordinated Notes at 102% on or about February 11, 2005. The offer will expire twenty business days after it is made.

 

23


Table of Contents

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

 

Introduction

 

AMF Bowling Worldwide, Inc., a Delaware Corporation, and its subsidiaries (which may be referred to as Worldwide, the Company, we, us or our) operate in two business segments: bowling center operations (“Centers”) and bowling products operations (“Products”). At December 26, 2004, Centers, the largest segment, represented 80.5% of consolidated revenue. In reviewing Centers, management focuses on revenue, operating expenses and capital expenditures. In reviewing Products, management focuses on working capital as well as revenue, operating expenses and gross profit margin.

 

To facilitate a meaningful comparison, certain portions of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) discuss the results of Centers and Products separately.

 

The MD&A discussion should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes to the condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. Certain totals may be affected by rounding. Unless the context otherwise indicates, dollar amounts in this MD&A are in millions.

 

Our Centers segment had 425 bowling centers on December 26, 2004 (368 in the U.S. and 57 internationally). On September 30, 2004, we sold 33 bowling centers in the United Kingdom for approximately $71.2 million and exited bowling center operations in that country.

 

On February 8, 2005, we sold our 42 bowling centers in Australia for approximately $47.8 million and exited bowling center operations in that country. The purchase price is subject to certain post-closing adjustments. The results of operations of the bowling centers in the United Kingdom and Australia are reported as discontinued operations for all periods presented.

 

Our Products segment includes the manufacture of bowling equipment such as automatic pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns, lane machines, bowling center supplies and the resale of other related products, including bowling bags and shoes.

 

Merger

 

On November 26, 2003, Kingpin Holdings, LLC (“Kingpin Holdings”) and its wholly-owned subsidiary, Kingpin Merger Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger with Worldwide (the “Merger Agreement”). Pursuant to the Merger Agreement, on February 27, 2004, Merger Sub was merged into Worldwide with Worldwide being the surviving corporation (the “Merger”). The Company, as it existed after the Merger, is sometimes referred to as the “New Company.” Each shareholder of Worldwide received $25.00 in cash for each share of the common stock of Worldwide that was outstanding prior to the Merger including vested options and warrants, for aggregate proceeds (including option proceeds) of $258.7 million. The old common stock was canceled and the common stock of Merger Sub became the new common stock of Worldwide. As part of the Merger, Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, became the sole shareholder of Worldwide.

 

Kingpin Holdings is a Delaware limited liability company formed at the direction of Code Hennessy & Simmons LLC, a Chicago-based private equity firm.

 

Consolidated Results

 

The results of operations of the consolidated group of companies, Centers and Products are discussed below. The business segment results are presented before intersegment eliminations since we believe this provides a more accurate comparison of performance by segment. The intersegment eliminations are included in the consolidated results and are not material.

 

24


Table of Contents

Prior to February 27, 2004, we were referred to as the “Reorganized Predecessor Company” and, as we existed on and after February 27, 2004, are referred to as the “New Company.” As a result of the Merger, our financial results during the three and six months ended December 26, 2004 and the three and six months ended December 28, 2003 are not comparable due to the Merger described above.

 

Period


 

Referred to as


Results for the New Company from September 27, 2004 through December 26, 2004

 

“New Company 2005 Second Quarter”

Results for the New Company from June 28, 2004 through December 26, 2004

 

“New Company 2005 First Six Months”

Results for the Reorganized Predecessor Company from September 29, 2003 through December 28, 2003

 

“Reorganized Predecessor Company 2004 Second Quarter”

Results for the Reorganized Predecessor Company from June 30, 2003 through December 28, 2003

 

“Reorganized Predecessor Company 2004 First Six Months”

 

We report on a retail calendar year, with each quarter comprised of one 5-week period and two 4-week periods. Fiscal year 2004 had 52 weeks and fiscal year 2005 has 53 weeks, with the extra week being reported in the fourth quarter.

 

25


Table of Contents

Consolidated Results

 

     New
Company


    Reorganized
Predecessor
Company


    New
Company


    Reorganized
Predecessor
Company


 

(In millions)


   2005 Second
Quarter


    2004 Second
Quarter


    2005 First
Six Months


    2004 First
Six Months


 

Operating revenue

   $ 149.3     $ 150.1     $ 266.9     $ 276.0  

Operating expenses:

                                

Cost of goods sold

     39.4       33.4       67.2       64.6  

Bowling center operating expenses

     79.9       74.5       163.8       149.3  

Selling, general and administrative expenses

     15.7       12.0       26.5       23.0  

Asset impairment

     —         —         1.3       —    

Depreciation and amortization

     10.6       12.2       21.9       25.1  
    


 


 


 


Operating income (loss)

     3.6       18.0       (13.8 )     14.0  

Interest expense, net

     6.4       8.8       12.8       17.9  

Other income, net

     (0.1 )     (3.1 )     (4.7 )     (3.3 )
    


 


 


 


Income (loss) from continuing operations before income taxes

     (2.6 )     12.3       (21.9 )     (0.6 )

Provision for income taxes

     1.3       1.7       1.6       1.7  
    


 


 


 


Income (loss) from continuing operations

     (3.9 )     10.5       (23.5 )     (2.3 )

Discontinued operations:

                                

Income (loss) from discontinued operations, net of tax

     (0.3 )     2.0       6.3       2.1  

Gain on disposal, net of tax

     30.2       —         30.2       —    
    


 


 


 


Income from discontinued operations

     29.9       2.0       36.6       2.1  

Net income (loss)

   $ 26.0     $ 12.5     $ 13.0     $ (0.2 )
    


 


 


 


 

Revenue

 

Consolidated operating revenue for the New Company 2005 Second Quarter was $149.3 million, a decrease of $0.8 million, or 0.5%, compared with the Reorganized Predecessor Company 2004 Second Quarter. This decrease was partially attributable to a $2.6 million decrease in U.S. constant center revenue due primarily to a decrease in league and open lineage (number of games bowled per lane per day). In addition, closed centers represent a $3.0 million negative variance compared with the prior year period. These decreases were partially offset by an increase in Products revenue of $4.9 million, or 14.6%.

 

Consolidated operating revenue for the New Company 2005 First Six Months was $266.9 million, a decrease of $9.1 million, or 3.3%, compared with the Reorganized Predecessor Company 2004 First Six Months. This decrease was attributable to a $5.2 million decrease in U.S. constant center revenue due primarily to a decrease in league lineage. Additionally, closed centers represent a $4.7 million negative variance compared with the prior year period. These losses were partially offset by an increase in Products revenue of $3.6 million, or 5.1%.

 

Depreciation and Amortization

 

Depreciation and amortization decreased $1.6 million, or 13.1%, in the New Company 2005 Second Quarter and $3.2 million, or 12.7%, in the New Company 2005 First Six Months when compared with the prior year periods. These decreases were primarily attributable to decreases in depreciation as a result of the sale-leaseback agreements that were entered into in conjunction with the Merger (the “Sale-Leaseback Agreements”) of $1.8 million and $3.6

 

26


Table of Contents

million for the New Company 2005 Second Quarter and New Company 2005 First Six Months, respectively. Additionally, Centers depreciation decreased as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. These decreases were partially offset by an increase in depreciation primarily attributable to adjustments made as a result of the application of purchase method accounting related to the Merger of $2.7 million and $5.5 million for the New Company 2005 Second Quarter and New Company 2005 First Six Months, respectively.

 

Asset Impairment

 

In the New Company 2005 First Six Months, we recorded $1.3 million related to asset impairment charges representing the difference between the fair market value and carrying value of impaired assets in the U.S.

 

Interest Expense, net

 

Interest expense, net decreased $2.4 million, or 27.3%, in the New Company 2005 Second Quarter and $5.1 million, or 28.5%, in the New Company 2005 First Six Months compared with prior year periods. These decreases are primarily the result of lower principal amounts and interest rates under our senior secured credit agreement (the “Credit Agreement”).

 

Provision for Income Taxes

 

Total income tax expense increased to $5.1 million in the New Company 2005 Second Quarter from $1.2 million in the Reorganized Predecessor Company 2004 Second Quarter, including tax expense on discontinued operations. The increase to income tax expense for the quarter is primarily attributable to the gain on the sale of our bowling center operations in the United Kingdom.

 

Total income tax expense increased to $8.2 million in the New Company 2005 First Six Months from $1.7 million in the Reorganized Predecessor Company 2004 First Six Months. The tax provision recorded for the New Company 2005 First Six Months includes federal, state, and foreign taxes, including tax expense on discontinued operations. The increase is primarily due to the gain on the sale of our bowling center operations in the United Kingdom and the taxation of individual subsidiaries by separate foreign jurisdictions. Various foreign subsidiaries and branches recorded a combined tax expense of $5.2 million as compared to an expense of $0.8 million for the Reorganized Predecessor Company 2004 First Six Months based on various foreign tax rates. This increase is due in part to property sales in Australia and a lease buyout for a bowling center in France. AMF Bowling Centers, Inc, a wholly-owned indirect subsidiary of Worldwide, recorded a state tax benefit of $0.4 million for the six months ended December 26, 2004 compared with an expense of $0.9 million for the Reorganized Predecessor Company 2004 First Six Months.

 

Net Income (Loss)

 

Net income (loss) for the New Company 2005 Second Quarter and New Company 2005 First Six Months totaled $26.0 million and $13.0 million, respectively, compared with $12.5 million and $(0.2) million, respectively in the Reorganized Predecessor Company 2004 Second Quarter and the Reorganized Predecessor Company 2004 First Six Months. These increases were primarily attributable to the changes discussed above as well as the recognition of the gain on the disposal of the discontinued operations of our United Kingdom bowling centers of $30.2 million in the New Company 2005 Second Quarter. In the New Company 2005 First Six Months we also recognized a $4.2 million gain related to a negotiated termination of one of our bowling center leases in France. Additionally, the income contributed from our discontinued operations increased by $4.2 million in the New Company 2005 First Six Months. These increases were partially offset by increases in operating expenses primarily attributable to an increase in rent as a result of the Sale-Leaseback Agreements. Additionally, in the New Company 2005 First Six Months, we incurred expenses of $5.6 million related to strategic initiatives, $0.6 million related to certain senior management severance obligations, $1.3 million in connection with losses related to a forward exchange contract and $0.9 million related to actions alleging violations of federal legislation involving unsolicited communications.

 

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Table of Contents

Comprehensive Income

 

Comprehensive income for the New Company 2005 Second Quarter and the New Company 2005 First Six Months totaled $27.2 million and $12.5 million, respectively, compared with $17.1 million and $5.0 million for the Reorganized Predecessor Company 2004 Second Quarter and the Reorganized Predecessor Company 2004 First Six Months. These increases are primarily attributable to the gain recognized on the sale of our bowling centers in the United Kingdom.

 

Centers

 

Centers results reflect the operations of our bowling centers located in the U.S. and internationally. The results of operations for the centers in the United Kingdom and Australia have been reported as discontinued operations for all periods presented and are not included in the tables or discussion below.

 

     New
Company


   Reorganized
Predecessor
Company


   New
Company


   Reorganized
Predecessor
Company


(In millions)


   2005 Second
Quarter


   2004 Second
Quarter


   2005 First
Six Months


   2004 First
Six Months


Operating revenue (a)

   $ 117.2    $ 122.5    $ 207.6    $ 217.3

Operating expenses:

                           

Cost of goods sold

     11.3      11.7      19.6      20.3

Bowling center operating expenses

     84.2      74.7      168.5      150.0

Asset impairment

     —        —        1.3      —  

Depreciation and amortization

     8.4      10.8      17.5      21.6
    

  

  

  

Operating income

   $ 13.3    $ 25.3    $ 0.7    $ 25.4
    

  

  

  


(a) Before intersegment eliminations.

 

To facilitate a meaningful comparison, the constant center results discussed below reflect the results of 383 centers (368 located in the U.S. and 15 international centers) that have been in operation one full fiscal year as of June 27, 2004.

 

The three principal sources of revenue and the percentage of each to total revenue are presented below:

 

     New
Company


    Reorganized
Predecessor
Company


 
     2005 First
Six Months


    2004 First
Six Months


 

Revenue:

            

Bowling

   58.2 %   58.5 %

Food and beverage

   27.4 %   27.3 %

Ancillary sources

   14.5 %   14.2 %
    

 

 

Bowling revenue, the largest component of a center’s revenue, is derived from league play and recreational play, each representing approximately 50% of annual bowling revenue in U.S centers operations. League lineage (number of games bowled per lane per day) has been declining for a number of years. Recreational play includes managed, or scheduled play (such as birthday or corporate parties), and open, or unscheduled play. The decline in U.S. centers revenue that could be expected from the decline in lineage has been generally offset with price increases.

 

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Table of Contents

On September 30, 2004, we sold our bowling center business that operated 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71.2 million and exited bowling center operations in that country.

 

On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $47.8 million, subject to certain post-closing adjustments and exited bowling center operations in that country.

 

2005 Second Quarter compared with 2004 Second Quarter

 

Centers operating revenue for the New Company 2005 Second Quarter decreased $5.3 million, or 4.3%, as compared with the Reorganized Predecessor Company 2004 Second Quarter. U.S. constant center revenue decreased $2.6 million, or 2.3%, primarily the result of a decrease in league and open lineage. Also contributing to this decrease is a decline in revenue of $3.0 million attributable to the closure of 12 bowling centers since June 29, 2003. These decreases were partially offset by an increase in new center revenue of $0.1 million.

 

Bowling center operating expenses increased $9.5 million, or 12.7%. This increase was primarily due to increases in U.S. constant center operating expenses of $9.9 million, or 14.8%, of which $7.3 million is attributable to an increase in rent as a result of the Sale-Leaseback Agreements. Excluding the impact of the increase in rent expense, U.S. constant center operating expenses increased approximately 3.9% primarily the result of increased payroll and insurance expenses. Additionally, U.S. centers recorded a charge of $0.9 million related to actions alleging violations of federal legislation involving unsolicited communications. In the Reorganized Predecessor Company 2004 Second Quarter, Centers recognized $1.4 million related to casualty gains. Offsetting these increases was a decrease in operating expenses of $2.2 million due to closed bowling centers. As a percentage of revenue, Centers operating expenses were 71.8% for the New Company 2005 Second Quarter and 61.0% for the Reorganized Predecessor Company 2004 Second Quarter.

 

Depreciation and amortization decreased $2.4 million, or 22.2%, primarily attributable to a $1.8 million decrease as a result of the Sale-Leaseback Agreements. Additionally, U.S. centers depreciation decreased as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. These decreases were partially offset by an increase in depreciation of $2.3 million primarily attributable to adjustments made as a result of the application of purchase method accounting related to the Merger.

 

Operating income was $13.3 million in the New Company 2005 Second Quarter versus operating income of $25.3 million in the Reorganized Predecessor Company 2004 Second Quarter primarily due to the decrease in revenue and increased operating expenses partially offset by the decreases in depreciation and amortization as discussed above.

 

2005 First Six Months compared with 2004 First Six Months

 

Centers operating revenue for the New Company 2005 First Six Months decreased $9.7 million, or 4.5%, as compared with the Reorganized Predecessor Company 2004 First Six Months. U.S. constant center revenue decreased $5.2 million, or 2.6%, primarily the result of a decrease in league lineage. Also contributing to this decrease is a decline in revenue of $4.7 million attributable to the closure of 12 bowling centers since June 29, 2003. These decreases were partially offset by an increase in new center revenue of $0.3 million.

 

Bowling center operating expenses increased $18.5 million, or 12.3%. This increase was primarily due to increases in U.S. constant center operating expenses of $18.1 million, or 13.8%, of which $14.6 million is attributable to an increase in rent as a result of the Sale-Leaseback Agreements. Excluding the impact of the increase in rent expense, U.S. constant center operating expenses increased approximately 2.6% primarily attributable to increases in payroll, insurance and tax expenses. Additionally, U.S. centers recorded a charge of $0.9 million related to actions alleging violations of federal legislation involving unsolicited communications. In the Reorganized Predecessor Company 2004 Second Quarter, Centers recognized $1.4 million related to casualty gains. Offsetting these increases was a decrease in operating expenses of $3.2 million due to closed bowling centers. In the New Company 2005 First Six Months, international centers incurred charges of $0.8 million related to losses on disposals of fixed assets while U.S. centers recognized $0.5 million related to gains on disposals of assets. As a percentage of revenue, Centers operating expenses were 81.2% for the New Company 2005 First Six Months and 69.0% for the Reorganized Predecessor Company 2004 First Six Months.

 

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Table of Contents

Depreciation and amortization decreased $4.1 million, or 19.0%, primarily attributable to a $3.6 million decrease as a result of the Sale-Leaseback Agreements. Additionally, U.S. centers depreciation decreased as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. These decreases were partially offset by an increase in depreciation of $4.5 million primarily attributable to adjustments made as a result of the application of purchase method accounting related to the Merger.

 

Operating income was $0.7 million in the New Company 2005 First Six Months versus operating income of $25.4 million in the Reorganized Predecessor Company 2004 First Six Months primarily due to the decrease in revenue as well as the increase in operating expenses partially offset by the decrease in depreciation and amortization as discussed above. Additionally, Centers recorded charges related to asset impairment resulting from center closures of $1.3 million in the New Company 2005 First Six Months.

 

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Table of Contents

Products

 

     New
Company


   

Reorganized

Predecessor

Company


   

New

Company


   

Reorganized

Predecessor

Company


 

(In millions)


   2005 Second
Quarter


    2004 Second
Quarter


    2005 First
Six Months


   

2004 First

Six Months


 

Products (a):

                                

Operating revenue

   $ 38.5     $ 33.6     $ 73.6     $ 70.0  

Cost of goods sold

     30.2       27.4       57.1       54.9  
    


 


 


 


Gross profit

     8.3       6.2       16.5       15.1  
    


 


 


 


Selling, general and administrative expenses

     6.2       5.3       11.7       11.5  

Depreciation and amortization

     1.8       1.3       3.6       2.8  
    


 


 


 


Operating income (loss)

   $ 0.3     $ (0.5 )   $ 1.2     $ 0.7  
    


 


 


 


Selected data:

                                

Gross profit margin

     21.6 %     18.5 %     22.4 %     21.6 %
    


 


 


 



(a) Before intersegment eliminations.

 

2005 Second Quarter compared with 2004 Second Quarter

 

Products operating revenue increased $4.9 million, or 14.6%, primarily attributable to an increase in revenue in the U.S., Europe and Mexico of $3.6 million, $2.1 million and $0.6 million, respectively. These increases were partially offset by a decrease in revenue in Japan of $1.8 million.

 

Gross profit increased $2.1 million, or 33.9%. The gross profit margin was 21.6% in the New Company 2005 Second Quarter compared with 18.5% in the Reorganized Predecessor Company 2004 Second Quarter. The increased margin percentage was primarily attributable to the increase in revenue and increases in intercompany pricing.

 

Products selling, general and administrative expenses increased $0.9 million, or 17.0%, compared with the prior year quarter. The increase in expenses is primarily attributable to an increase in bad debt and legal expenses.

 

Depreciation and amortization increased $0.5 million, or 38.5%, primarily due to adjustments made as a result of the application of purchase method accounting related to the Merger.

 

Operating income was $0.3 million in the New Company 2005 Second Quarter compared with a loss of $0.5 million in the Reorganized Predecessor Company 2004 Second Quarter. The increase in operating income is primarily due to the increase in revenue partially offset by the increase in selling, general and administrative expenses as well as depreciation and amortization as discussed above.

 

2005 First Six Months compared with 2004 First Six Months

 

Products operating revenue increased $3.6 million, or 5.1%, primarily attributable to increased revenue in the U.S. and Mexico of $5.4 million and $1.2 million, respectively. These increases were partially offset by a decrease in revenue in Japan of $3.0 million.

 

Gross profit increased $1.4 million, or 9.3%. The gross profit margin was 22.4% in the New Company 2005 First Six Months compared with 21.6% in the Reorganized Predecessor Company 2004 First Six Months. The increased margin percentage was primarily attributable to the increase in revenue and increases in intercompany pricing.

 

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Table of Contents

Products selling, general and administrative expenses increased $0.2 million, or 1.7%, compared with the prior year quarter. The increase in expenses is primarily attributable to an increase in advertising and payroll expenses as well as bad debt and legal expenses. These increases are partially offset by the recognition of $0.7 million in gains on the disposal of two Products branches.

 

Depreciation and amortization increased $0.8 million, or 28.6%, primarily due to adjustments made as a result of the application of purchase method accounting related to the Merger.

 

Operating income was $1.2 million in the New Company 2005 First Six Months, an increase of $0.5 million, or 71.4%, when compared with the Reorganized Predecessor Company 2004 First Six Months. The increase in operating income is primarily due to the increase in revenue partially offset by the increases in selling, general and administrative expenses and depreciation and amortization as discussed above.

 

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Table of Contents

Liquidity - Capital Resources – Asset Sales – Capital Expenditures

 

General

 

We have $87.9 million in term loans (the “Term Loan”) under our Credit Agreement which also has an aggregate revolving loan commitment of $40.0 million (the “Revolver”).

 

We generally rely on cash flow from operations and borrowings under the Revolver to fund our liquidity and capital expenditure needs. Our ability to repay our indebtedness will depend on future performance, which is subject to general economic, financial, competitive, legislative, regulatory and other factors. Management believes that available cash flow from operations and borrowings available or capacity under the Revolver will be sufficient to fund its liquidity and capital expenditure needs.

 

Liquidity

 

As of December 26, 2004, working capital was $51.4 million compared with a working capital deficit of $15.5 million at June 27, 2004. Excluding assets and liabilities held for sale, working capital was $10.3 million at December 26, 2004. This change was primarily attributable to a decrease in accounts payable and accrued liabilities of $8.1 million and $4.3 million, respectively, as well as an increase in cash of $18.6 million. Partially offsetting these increases was a decrease in prepaid expenses and other current assets of $5.8 million.

 

Operating Cash Flow

 

    

New

Company


   

Reorganized

Predecessor

Company


 
     2005 First
Six Months


    2004 First
Six Months


 

Cash flows from operating activities:

                

Before changes in assets and liabilities

   $ 36.5     $ 22.6  

Working capital

     10.3       (9.5 )

Other changes

     (9.1 )     4.2  

Discontinued operations

     (36.6 )     (2.1 )
    


 


Total

   $ 1.1     $ 15.2  
    


 


 

Net cash provided by operating activities was $1.1 million in the New Company 2005 First Six Months compared with $15.2 million in the Reorganized Predecessor Company 2004 First Six Months, a decrease of $14.1 million. The decrease in net cash provided by operating activities is primarily the result of an increase in the loss from continuing operations partially offset by improved working capital utilization.

 

Investing

 

    

New

Company


   

Reorganized

Predecessor

Company


 
    

2005 First

Six Months


   

2004 First

Six Months


 

Cash flows from investing activities:

                

Purchases of property and equipment

   $ (21.5 )   $ (21.4 )

Proceeds from the sale of property and equipment

     1.5       3.4  

Proceeds from sale of subsidiary

     69.9       —    
    


 


Total

   $ 49.9     $ (18.0 )
    


 


 

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Table of Contents

Net cash provided by investing activities was $49.9 million in the New Company 2005 First Six Months compared with net cash used in investing activities of $17.9 million in the Reorganized Predecessor Company 2004 First Six Months. In the New Company 2005 First Six Months, we received proceeds of approximately $69.9 million related to the sale of our bowling centers in the United Kingdom and $1.5 million related to the sale of property and equipment.

 

Financing

 

    

New

Company


   

Reorganized

Predecessor

Company


 
    

2005 First

Six Months


   

2004 First

Six Months


 

Cash flows from financing activities:

                

Borrowings (repayments) of debt, net

   $ (47.1 )   $ (28.4 )

Payments under capital lease obligations

     (0.2 )     (0.1 )
    


 


Total

   $ (47.3 )   $ (28.5 )
    


 


 

Net cash used in financing activities was $47.3 million in the New Company 2005 First Six Months compared with $28.5 million in the Reorganized Predecessor Company 2004 First Six Months. In the New Company 2005 First Six Months, we made payments of approximately $47.1 million on the Term Loan.

 

Capital Resources

 

The following table shows our debt balances at December 26, 2004 and June 27, 2004:

 

    

December 26,

2004


  

June 27,

2004


Term Loan

   $ 87.9    $ 135.0

Subordinated Notes, 10%, due 2010

     150.0      150.0

Revolver

     —        —  

Mortgage note and capitalized leases

     3.6      3.8
    

  

Total debt

   $ 241.5    $ 288.8
    

  

 

In September 2004, we entered into a First Amendment to Credit Agreement (the “Amendment”). The Amendment, among other things, requires us to prepay loans and/or cash collateralize or pay certain letter of credit obligations under the Credit Agreement in an amount equal to 20% of the net cash proceeds from any sale, transfer or other disposition of the assets or stock of certain of our foreign subsidiaries. The Amendment also permits us to redeem, purchase, prepay, retire, defease or otherwise acquire our 10% Senior Subordinated Notes due 2010 for cash consideration that does not exceed 80% of net cash proceeds from those sales of assets or stock of certain of our foreign subsidiaries within a specified period of time.

 

At December 26, 2004, there were no outstanding borrowings under the Revolver. Outstanding standby letters of credit issued under the Revolver totaled $18.1 million leaving $21.9 million available for additional borrowings or letters of credit. The Revolver continues to be available for our working capital and general corporate needs, subject to customary borrowing conditions.

 

In October 2004, we made a required repayment under our Credit Agreement of approximately $16.1 million due to the sale of our bowling center operations in the United Kingdom, property sales in Australia and a lease termination in France. Additionally, in December 2004, we made a voluntary repayment under our Credit Agreement of approximately $30.0 million. These repayments were applied to the Term Loan. Under the Credit Agreement these non-scheduled repayments are applied ratably to the remaining scheduled principal payments.

 

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Table of Contents

Both the Credit Agreement and the Indenture contain certain restrictive covenants, including the achievement of certain financial covenants and maximum levels of capital expenditures. We are in compliance with the covenants as of December 26, 2004. There can be no assurance that we will continue to be in compliance with the covenants.

 

Asset Sales

 

From time to time, we will sell real estate on which a bowling center is or was operated, either in connection with the closing of a bowling center or in response to an attractive offer to buy the property.

 

The following table shows our asset sales for the reported periods:

 

     2005 First Six Months

     Proceeds

   Gain/
(loss), net


U.S. Centers:

             

Excess property

   $ 1.5    $ 0.5
    

  

 

On September 30, 2004, we sold 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71.2 million and exited bowling center operations in that country.

 

On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $47.8 million, subject to certain post-closing adjustments and exited bowling center operations in that country.

 

Capital Expenditures

 

     New
Company


   Reorganized
Predecessor
Company


     2005 First
Six Months


   2004 First
Six Months


Centers

   $ 18.8    $ 19.7

Products

     1.5      0.6

Corporate

     1.2      1.1
    

  

Total

   $ 21.5    $ 21.4
    

  

 

Capital expenditures increased $0.1 million in the New Company 2005 First Six Months compared with the Reorganized Predecessor Company 2004 First Six Months primarily due to increased Products expenditures. Capital expenditures are primarily funded from cash generated from operations.

 

Seasonality and Market Development Cycles

 

Centers business is seasonal, primarily due to the bowling league season that begins in late summer and ends in mid spring. Cash flow from operations typically peaks in the winter and is lower in the summer.

 

Products sales are also seasonal, most notably in Modernization and Consumer Products sales in the U.S. While U.S. bowling center operators purchase spare parts, supplies and consumer products throughout the year, they often place larger orders during the late spring and early summer in preparation for the start of league play in the late summer. Summer is also generally the peak period for installation of modernization equipment in the U.S. Operators in the U.S. typically sign purchase orders for modernization equipment during the spring, which is then shipped and installed during the summer when U.S. bowling centers generally have fewer bowlers. Management does not expect the sale of our bowling center operations in Australia and the United Kingdom to materially impact the historical seasonality of our business.

 

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Table of Contents

International Operations

 

Our international operations are subject to the usual risks inherent in operating internationally, including, but not limited to, currency exchange rate fluctuations, economic and political instability, other disruption of markets, restrictive laws, tariffs and other actions by foreign governments (such as restrictions on transfer of funds, import and export duties and quotas, foreign customs, tariffs and value added taxes and unexpected changes in regulatory environments), difficulty in obtaining distribution and support for products, the risk of nationalization, the laws and policies of the U.S. affecting trade, international investment and loans, and foreign tax law changes. As is the case of other U.S.-based manufacturers with export sales, local currency devaluation increases the cost of Products bowling equipment. In addition, local currency devaluation negatively impacts the translation of operating results from our international operations.

 

Foreign currency exchange rates also impact the translation of operating results from international bowling centers and Products. International bowling centers represented 3.6% and 4.0% of consolidated revenue for the New Company 2005 First Six Months and the Reorganized Predecessor Company 2004 First Six Months, respectively. For the New Company 2005 First Six Months, international bowling centers represented $1.8 million of the $13.8 million consolidated operating loss and $0.9 million of the $14.0 million consolidated operating income in the Reorganized Predecessor Company 2004 First Six Months. There will be less foreign currency exchange rate impact to our Centers business as a result of the sale of our Australian and United Kingdom bowling center operations.

 

Products international operations represented 10.8% and 11.1% of consolidated revenue for the New Company 2005 First Six Months and the Reorganized Predecessor Company 2004 First Six Months, respectively. For the New Company 2005 First Six Months Products international operations represented $2.1 million in operating income of the $13.8 million consolidated operating loss and in the Reorganized Predecessor Company 2004 First Six Months Products international operations represented $1.4 million in operating loss of the $14.0 million consolidated operating income.

 

Impact of Inflation

 

We historically offset the impact of inflation through price increases. Periods of high inflation could have a material adverse impact on us to the extent that increased borrowing costs for floating rate debt may not be offset by increases in cash flow. There was no significant impact on our operations as a result of inflation during the New Company 2005 Second Quarter, New Company 2005 First Six Months, Reorganized Predecessor Company 2004 Second Quarter or Reorganized Predecessor Company 2004 First Six Months.

 

Critical Accounting Policies

 

In preparing the consolidated financial statements, GAAP requires management to select and apply accounting policies that involve estimates and judgment. The following accounting policies may require a higher degree of judgment or involve amounts that could have a material impact on the consolidated financial statements. The critical accounting policies disclosed below have been reviewed with the Audit Committee of our parent company.

 

Allowance for Doubtful Accounts

 

Products maintains an allowance for doubtful accounts for estimated losses resulting from the failure of customers to make payment. Management determines the allowance based upon an evaluation of individual accounts, aging of the portfolio, issues raised by customers that may suggest non payment, historical experience and/or the current economic environment. A substantial portion of the allowance relates to the sale of New Center Packages to international customers. If the financial condition of individual customers or countries in which Products operates or the general worldwide economy were to vary materially from the assumptions made by management, the allowance may require adjustment in the future. Products evaluates the adequacy of the allowance on a regular basis, modifying, as necessary, its assumptions, updating its record of historical experience and adjusting reserves as appropriate.

 

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Table of Contents

Impairment of Long-Lived Assets

 

We assess the impairment of long-lived assets when events or changes in circumstances indicate that the carrying value of the assets or the asset group may not be recoverable. Factors that are considered in deciding when to perform an impairment review include significant under-performance of a center or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. As a result, we have closed certain individual center locations with some regularity. Recoverability of assets that will continue to be used in operations is measured by comparing the carrying amount of the asset to the related total future net cash flows. If an asset’s carrying value is not recoverable through those cash flows, the asset is considered to be impaired. The impairment is measured by the difference between the asset’s carrying amount and its fair value, based on the best information available, including market prices or a discounted cash flow analysis.

 

Inventory Obsolescence

 

As we monitor working capital (defined as current assets minus current liabilities), net inventory represents approximately 37% of our current assets (excluding discontinued operations). Products evaluates the levels, composition and salability of its inventory on a regular basis. The evaluations include assumptions regarding potential sales of such inventory, estimated time periods over which such sales might take place and assessment of the potential usability of such inventory in future production. Products modifies, as necessary, its assumptions, updates its record of historical experience and adjusts its reserves as appropriate.

 

Equipment Warranties

 

Warranty expense is an indicator of product quality and handling. Products sells capital equipment where warranty and after sale service are very important to the customer. Products generally warrants all new products for one year and maintains an estimated reserve for future warranty obligations. The reserve is determined based on prior warranty experience. If future warranty experience were to vary materially, management would review the reserve and make any appropriate adjustment. Products evaluates the adequacy of the reserve on a regular basis, modifying as necessary, its assumptions, updating its record of historical experience and adjusting its reserves as appropriate.

 

Self Insurance, Litigation and Claims

 

We self-insure certain risks up to established limits, including general and product liability exposures, workers compensation, health care coverage, and property damage. Other risks, such as litigation and claims relating to contractual disputes and employment issues, may not be covered by insurance. The reserves related to such self-insurance programs and to such other risks are determined based on estimates of future settlements and costs of known and anticipated claims as well as on forces impacting the current economic environment. In the case of matters in litigation or involving threatened litigation, legal advice on our potential liability and the potential for the award of damages is considered in making any estimate. We maintain systems to track and monitor these risks. If actual results were to vary materially from the assumptions, management would review the reserve and make any appropriate adjustment. We evaluate the adequacy of these reserves on a regular basis, modifying, as necessary, our assumptions, updating our records of historical experience and adjusting reserves as appropriate.

 

Deferred Tax Assets

 

Management periodically reviews our gross deferred tax assets to determine if it is more likely than not that such assets will be realized. Such periodic reviews include, among other things, the nature and amount of the tax income and expense items, the expected timing when certain assets will be used or liabilities will be required to be reported, available tax planning strategies, and the reliability of profitability projections of businesses expected to provide future earnings. If after conducting such a review, management determines that the realization of the tax asset does not meet the “more likely than not” criteria of Statement of Financial Accounting Standards No.109, “Accounting for Income Taxes,” an offsetting valuation allowance is recorded, thereby reducing net earnings and the deferred tax asset in that period. Due to our historical and expected future earnings from operations, management concluded that we “more likely than not” will not realize the benefit of a majority of our deferred tax assets. If expectations for future performance, the timing of deductibility of expenses, or tax statutes change in the future, we could decide to adjust the valuation allowance, which may increase or decrease income tax expense.

 

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Table of Contents

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain matters discussed in this report contain forward-looking statements, which are statements other than historical information or statements of current condition. Statements set forth in this report or statements incorporated by reference from documents filed with the Securities and Exchange Commission are or may be forward-looking statements, including possible or assumed future results of our operations, including but not limited to:

 

    any statements concerning:

 

    the results of operations of our businesses;

 

    the results of our initiatives to improve our bowling centers operations and our business of manufacturing and selling bowling equipment;

 

    the amounts of capital expenditures needed to maintain or improve our bowling centers;

 

    our ability to comply with the financial covenants in our financing facilities and generate cash flow to service our indebtedness;

 

    the continued availability of sufficient borrowing capacity or other financing to supplement cash flow and fund operations; and

 

    the outcome of existing or future litigation;

 

    any statements preceded by, followed by or including the words “believes,” “expects,” “predicts,” “anticipates,” “intends,” “estimates,” “should,” “may” or similar expressions; and

 

    other statements contained or incorporated in this report that are not historical facts.

 

These forward-looking statements relate to our plans and objectives or future operations. In light of the risks and uncertainties inherent in all future projections and our financial position, the inclusion of forward-looking statements in this report should not be regarded as a representation by us that the objectives, projections or plans will be achieved. Many factors could cause our actual results to differ materially from those in any forward-looking statements, including, but not limited to:

 

    the popularity of bowling;

 

    our ability to renew real estate leases;

 

    risks related to our foreign operations;

 

    our ability to retain and attract key employees;

 

    our ability to successfully implement our business initiatives;

 

    our ability to generate the cash flow required to service our indebtedness and real estate leases;

 

    the continued decline in lineage and our difficulty in increasing lineage;

 

    the seasonality and effect of unusual weather on bowling center operations;

 

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    the continued price pressure from the growth of lower cost, lower quality bowling products and readily available, low cost used equipment;

 

    the potential adverse impact from changes in governmental regulations;

 

    the impact of environmental laws and regulations relating to hazardous materials used in or resulting from our operations;

 

    the impact of anti-smoking legislation on bowling center operations;

 

    the interests of controlling shareholders may conflict with the interests of holders of indebtedness;

 

    competition from other leisure activities with our bowling center business;

 

    fluctuations in foreign currency exchange rates;

 

    the impact of potential retaliatory duties imposed on our products business by other countries;

 

    the effect of our prior bankruptcy;

 

    the lack of improvement or a decline in general economic conditions;

 

    adverse judgments in existing, pending or future litigation; and

 

    changes in interest rates.

 

The foregoing review should not be construed as exhaustive and should be read in conjunction with other cautionary statements included elsewhere in this report. We undertake no obligation to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after this date or to reflect the occurrence of unanticipated events.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could impact our results of operations and financial condition. We manage our exposure to these risks through normal operating and financing activities and through the use of interest rate cap agreements and foreign currency forward exchange contracts. At December 26, 2004, no interest rate cap agreements were outstanding and one foreign currency forward exchange contract was outstanding. Management periodically reviews its exposure to changes in interest rates and may enter into an interest rate cap agreement as it deems appropriate.

 

As with other U.S.-based exporters, local currency devaluations increase the cost of our bowling equipment in that market. As a result, a strengthening U.S. dollar exchange rate may adversely impact sales volume and profit margins. Foreign currency exchange rates also impact the translation of operating results from the international bowling centers.

 

From time to time we use interest rate cap agreements to mitigate the effect of changes in interest rates on variable rate borrowings under the Credit Agreement. While we are exposed to credit risk in the event of non-performance by the counterparties to the interest rate swap agreements, in all cases such counterparties are highly-rated financial institutions and we do not anticipate non-performance. We do not hold or issue derivative financial instruments for trading purposes.

 

At December 26, 2004, we had one forward exchange contract outstanding serving as a hedge of the purchase price of our Australian bowling center operations in the notional amount of approximately $33.3 million. The fair value of the foreign currency derivative contract outstanding at December 26, 2004 was $1.3 million resulting in a loss of the same amount.

 

The following table provides information about our fixed and variable-rate debt at December 26, 2004, weighted average interest rates and respective maturity dates.

 

Maturity Date


   Fixed
Rate Debt


   Weighted
Average
Interest Rate


    Variable
Rate Debt


   Weighted
Average
Interest Rate


 

December 1, 2010

   $ 150.0    10.00 %     —      —    

August 27, 2009

     —      —       $ 87.9    5.09 %
    

  

 

  

 

The fair value of the Term Loan and the Subordinated Notes at December 26, 2004 was approximately $87.9 million and $159.8 million, respectively.

 

 

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ITEM 4. CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, we performed an evaluation under the supervision and with the participation of our management including the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective. There have been no changes in internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

We currently and from time to time are subject to claims and actions arising in the ordinary course of our business, including general liability, workers’ compensation, employee compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In management’s opinion, the claims and actions in which we are involved are not expected to have a material adverse impact on our financial position or results of operations. In addition, we are a defendant in two actions alleging violations of federal legislation involving unsolicited communications. These actions were brought by plaintiffs who allegedly received unsolicited communications from us or from an agent on our behalf. The plaintiffs in these actions seek statutory damages and have requested geographically-limited class certifications. In one of these actions, which was brought in Georgia state court, the court has approved a settlement of the class action. It is not possible at this time to predict the outcome of the remaining action. From time to time, we resolve claims alleging similar violations in order to avoid litigation.

 

Regulatory Matters

 

State and local governments require bowling centers to hold permits to sell alcoholic beverages, and, although regulations vary from state to state, once permits are issued, they generally remain in place indefinitely (except for routine renewals). There are no unique regulations applicable to bowling center operations or bowling equipment manufacturing. Currently, and from time to time, we are subject to claims relating to the violations of such regulations.

 

Our operations are also subject to federal, state, local and foreign environmental laws and regulations that impose limitations on the discharge of, and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of, certain materials, substances and wastes.

 

Currently and from time to time, we are subject to environmental and other regulatory claims. In management’s opinion, the various claims in respect of which we are currently involved, is not likely to have a material adverse impact on our financial position or results of operations.

 

We cannot predict with any certainty whether existing conditions or future events, such as changes in existing laws and regulations, may give rise to additional costs. Furthermore, actions by federal, state, local and foreign governments could result in laws or regulations that could increase the cost of producing our products, or providing our services, or otherwise adversely affect the demand for our products or services.

 

European Community Tariff

 

The Commission of the European Community increased tariffs last year on certain U.S. exports to the countries comprising the European Community (the “EC”) in response to benefits for U.S. exporters under the U.S. Foreign Sales Corporation/Extraterritorial Income Exclusion tax regimes, which were declared in violation of U.S. obligations by the World Trade Organization (the “WTO”). A substantial portion of our bowling products imported into the EC was subject to the additional duty. The additional duty was 5% ad valorem in March 2004 and increased 1% each month thereafter up to a maximum of 14%. The U.S. Congress recently enacted legislation which was intended to address the issues raised by the EC. The EC has agreed to repeal temporarily the additional duty retroactive to January 1, 2005 until the WTO determines that the U.S. legislation adequately responded to global trade rules. There can be no assurance that the WTO will make a favorable determination.

 

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ITEM   6. EXHIBITS

 

3.1    Amended and Restated Certificate of Incorporation of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
3.2    Amended and Restated By-Laws of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).
4.1    Supplemental Indenture, dated September 28, 2004, by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Wilmington Trust Company, as Trustee, with respect to the 10% Senior Subordinated Notes due 2010 (incorporated herein by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 6, 2004 (File No. 333-117668-12)).
4.2    Joinder to Registration Rights Agreement, dated September 28, 2004, by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston, acting through its Cayman Islands Branch (incorporated herein by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 6, 2004 (File No. 333-117688-12)).
10.1    First Amendment to Credit Agreement dated as of September 20, 2004 among Kingpin Intermediate Corp., the Company, the Lenders signatory thereto and Credit Suisse First Boston, Cayman Islands Branch, as Administrative Agent, amending that certain Credit Agreement dated as of February 27, 2004 (incorporated herein by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 6, 2004 (File No. 333-117668-12)).
10.2    Employment Letter, dated as of October 27, 2004, between AMF Bowling Worldwide, Inc. and Anthony J. Ponsiglione II (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2004 (File No. 001-12131)).*
10.3    Kingpin Holdings, LLC 2004 Unit Option Plan dated as of September 27, 2004 (filed herewith).*
12.1    Statement re: Computation of Ratios (filed herewith).
31.1    Certification by the Company’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2    Certification by the Company’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1    Certification by the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2    Certification by the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

* Management contract or compensatory plan or arrangement.

 

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SIGNATURES

 

Pursuant to the requirements 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.

 

AMF Bowling Worldwide, Inc.

   

(registrant)

   

/s/ Christopher F. Caesar


  February 9, 2005                

Christopher F. Caesar

   

Senior Vice President, Chief Financial Officer and Treasurer

   

(Duly authorized officer of the registrant and principal financial officer)

   

 

 

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