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
(Registrants 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 registrants 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
1
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
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 Stockholders 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 | ||||||
Stockholders 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 stockholders equity |
123,921 | 111,437 | ||||||
Total liabilities and stockholders equity |
$ | 464,849 | $ | 502,107 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
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
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
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. Worldwides 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
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
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
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 stockholders 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
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
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
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 managements 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 managements 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
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
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
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
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 Stockholders 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 | ||||||||||||||
Stockholders 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 stockholders equity |
124,954 | 454,309 | (7,970 | ) | (447,372 | ) | 123,921 | |||||||||||||
Total liabilities and stockholders equity |
$ | 528,575 | $ | 636,688 | $ | 29,774 | $ | (730,188 | ) | $ | 464,849 | |||||||||
15
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 Stockholders 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 | ||||||||||||||
Stockholders 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 stockholders equity |
114,095 | 489,585 | (11,751 | ) | (480,492 | ) | 111,437 | |||||||||||||
Total liabilities and stockholders equity |
$ | 574,948 | $ | 638,091 | $ | 87,287 | $ | (798,219 | ) | $ | 502,107 | |||||||||
16
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
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
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
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 |
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
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 |
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
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 |
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
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
ITEM 2. MANAGEMENTS 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 Managements 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
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
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
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.
27
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 centers 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.
28
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.
29
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.
30
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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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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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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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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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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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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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 assets 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 assets 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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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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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 managements 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 managements 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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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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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