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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

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

 

For the quarterly period ended March 27, 2005

 

or

 

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

 

For the transition period from              to             

 

Commission file number 001-12131

 


 

AMF BOWLING WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   13-3873272

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

8100 AMF Drive

Richmond, Virginia 23111

(Address of principal executive offices, including zip code)

 

(804) 730-4000

(Registrant’s telephone number, including area code)

 

 

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

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

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

 

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

 

As of March 27, 2005, there were issued and outstanding 1,000 shares of the registrant’s common stock, $0.01 par value, all of which were held of record by Kingpin Intermediate Corp., a wholly-owned subsidiary of Kingpin Holdings, LLC.

 



Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

TABLE OF CONTENTS

 

         Page

PART I     
Item 1.   Financial Statements     
    Condensed Consolidated Balance Sheets (unaudited)    2
    Condensed Consolidated Statements of Operations (unaudited)    3
    Condensed Consolidated Statements of Cash Flows (unaudited)    4
    Notes to Condensed Consolidated Financial Statements (unaudited)    5
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    27
Item 3.   Quantitative and Qualitative Disclosures About Market Risk    44
Item 4.   Controls and Procedures    45
PART II     
Item 1.   Legal Proceedings    46
Item 6.   Exhibits    47
Signatures    48

 

1


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

     New Company

 

(In thousands, except share data)


   March 27, 2005

    June 27, 2004

 
Assets                 

Current assets:

                

Cash and cash equivalents

   $ 86,319     $ 12,734  

Accounts and notes receivable, net of allowance for doubtful accounts of $3,820 and $4,155, respectively

     19,637       25,737  

Inventories, net

     24,773       30,745  

Prepaid expenses and other current assets

     12,157       19,231  

Assets held for sale (Note 3)

     9,585       —    
    


 


Total current assets

     152,471       88,447  

Property and equipment, net

     256,023       363,956  

Other assets

     42,363       49,704  
    


 


Total assets

   $ 450,857     $ 502,107  
    


 


Liabilities and Stockholder’s Equity                 

Current liabilities:

                

Accounts payable

   $ 13,953     $ 21,661  

Accrued expenses and other liabilities

     75,579       79,979  

Current portion of long-term debt

     1,580       2,294  

Liabilities held for sale (Note 3)

     824       —    
    


 


Total current liabilities

     91,936       103,934  

Long-term debt, less current portion

     230,287       286,503  

Liabilities, subject to resolution

     155       233  
    


 


Total liabilities

     322,378       390,670  

Stockholder’s equity:

                

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

     —         —    

Paid-in capital

     133,716       133,716  

Accumulated deficit

     (2,544 )     (18,992 )

Accumulated other comprehensive loss

     (2,693 )     (3,287 )
    


 


Total stockholder’s equity

     128,479       111,437  
    


 


Total liabilities and stockholder’s equity

   $ 450,857     $ 502,107  
    


 


 

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

 

2


Table of Contents

AMF BOWLING WORLDWIDE, INC

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

     New Company

    Reorganized
Predecessor
Company


    New Company

    Reorganized
Predecessor
Company


 

(In thousands)


   2005 Third
Quarter


    2004 One
Month


    2004 Two
Months


    2005 Nine
Months


    2004 One
Month


    2004 Eight
Months


 

Operating revenue

   $ 166,428     $ 55,044     $ 116,333     $ 426,919     $ 55,044     $ 386,057  

Operating expenses:

                                                

Cost of goods sold

     30,720       17,232       19,871       93,069       17,232       79,886  

Bowling center operating expenses

     90,097       28,141       70,610       253,891       28,141       219,904  

Selling, general and administrative expenses

     11,590       3,136       24,780       37,267       3,136       46,873  

Asset impairments

     6,915       —         —         8,218       —         —    

Depreciation and amortization

     9,735       3,589       7,896       31,451       3,589       32,831  
    


 


 


 


 


 


Total operating expenses

     149,057       52,098       123,157       423,896       52,098       379,494  
    


 


 


 


 


 


Operating income (loss)

     17,371       2,946       (6,824 )     3,023       2,946       6,563  

Non-operating (income) expenses:

                                                

Interest expense

     6,189       1,910       6,114       19,370       1,910       24,160  

Interest income

     (478 )     (36 )     (133 )     (810 )     (36 )     (259 )

Loss on extinguishment of debt

     —         —         35,318       —         —         35,318  

Other (income) expense, net

     1,760       865       (423 )     (2,979 )     865       (3,732 )
    


 


 


 


 


 


Total non-operating expenses

     7,471       2,739       40,876       15,581       2,739       55,487  
    


 


 


 


 


 


Income (loss) from continuing operations before income taxes

     9,900       207       (47,700 )     (12,558 )     207       (48,924 )

Provision for income taxes

     3,997       513       1,515       5,645       513       3,187  
    


 


 


 


 


 


Income (loss) from continuing operations

     5,903       (306 )     (49,215 )     (18,203 )     (306 )     (52,111 )

Discontinued operations (Note 3):

                                                

Income (loss) from discontinued operations, net of tax

     269       (1,320 )     1,635       7,175       (1,320 )     4,353  

Gain (loss) on disposal, net of tax

     (2,771 )     —         —         27,476       —         —    
    


 


 


 


 


 


Income (loss) from discontinued operations

     (2,502 )     (1,320 )     1,635       34,651       (1,320 )     4,353  

Net income (loss)

   $ 3,401     $ (1,626 )   $ (47,580 )   $ 16,448     $ (1,626 )   $ (47,758 )
    


 


 


 


 


 


 

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

 

3


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

     New Company

   

Reorganized

Predecessor

Company


 

(In thousands)


  

2005 Nine

Months


   

2004 One

Month


   

2004 Eight

Months


 

Operating activities:

                        

Net income (loss)

   $ 16,448     $ (1,626 )   $ (47,758 )

Less: Income (loss) from discontinued operations, net of tax

     34,651       (1,320 )     4,353  
    


 


 


Net loss from continuing operations

     (18,203 )     (306 )     (52,111 )

Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) continuing operations:

                        

Stock based compensation

     —         —         892  

Depreciation and amortization

     31,451       3,589       32,831  

Non-cash purchase method accounting adjustments

     —         7,090       —    

Write-off deferred financing costs

     —         —         8,832  

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

     1,109       241       (983 )

Gain from casualty loss

     —         —         (1,413 )

Asset impairments

     8,218       —         —    

Changes in assets and liabilities:

                        

Accounts and notes receivable, net

     4,514       (1,928 )     4,466  

Inventories

     254       1,785       2,532  

Other assets

     2,905       953       (4,410 )

Accounts payable and accrued expenses

     (4,880 )     (7,742 )     4,583  

Income taxes payable

     1,854       (72 )     1,840  

Other long-term liabilities

     2,047       135       135  
    


 


 


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

     29,269       3,745       (2,806 )
    


 


 


Investing activities:

                        

Capital expenditures

     (30,089 )     (2,310 )     (28,788 )

Proceeds from:

                        

Sale of property and equipment

     2,400       466       4,117  

Sale of subsidiaries

     115,803       —         —    

Sale-Leaseback Agreements

     —         —         254,000  
    


 


 


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

     88,114       (1,844 )     229,329  
    


 


 


Financing activities:

                        

Proceeds from long-term debt

     —         —         285,000  

Payments of long-term debt

     (56,139 )     —         (412,227 )

Deferred financing costs

     —         (301 )     (21,747 )

Payments under capital lease obligations

     (791 )     (117 )     (203 )

Dividends paid

     —         —         (250,252 )

Proceeds from issuance of common stock

     —         —         133,716  

Stock options

     —         —         (953 )
    


 


 


Net cash used in financing activities from continuing operations

     (56,930 )     (418 )     (266,666 )
    


 


 


Effect of exchange rates on cash

     (4,430 )     1,665       (7,754 )

Net cash provided by discontinued operations

     17,562       2,221       9,235  
    


 


 


Net increase (decrease) in cash

     73,585       5,369       (38,662 )

Cash and cash equivalents at beginning of period

     12,734       17,613       56,275  
    


 


 


Cash and cash equivalents at end of period

   $ 86,319     $ 22,982     $ 17,613  
    


 


 


 

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

 

4


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 1. BUSINESS DESCRIPTION

 

Organization

 

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

 

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

 

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

 

As of March 27, 2005, we operated 379 bowling centers worldwide including 364 bowling centers in the U.S. and 15 international bowling centers. On September 30, 2004, we sold our 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71,200 and on February 8, 2005, we sold our 42 bowling centers in Australia for approximately $45,900 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.

 

On April 19, 2005, we signed an asset sale agreement to sell our billiards division which manufactures and sells its Playmaster, Highland and Renaissance brands of billiard tables. This transaction is expected to be completed in the fourth quarter of fiscal year 2005. The results of operations for the billiards division have been reported as discontinued operations for all periods presented.

 

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

 

5


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

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.

 

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

 

As permitted by the rules and regulations of the Securities and Exchange Commission, the accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“generally accepted accounting principles”). 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 generally accepted accounting principles 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.

 

6


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

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.” As a result of the Merger, the financial results during the three and nine months ended March 28, 2004 include results of the New Company and the Reorganized Predecessor Company. Accordingly, the operating results and cash flows of the New Company and the Reorganized Predecessor Company are separately presented, as the financial statements after the Merger are not comparable with the Reorganized Predecessor Company’s financial statements. Although the Merger was completed on February 27, 2004, the consummation of the Merger has been reflected as of February 29, 2004, the end of our fiscal period closest to the date of the Merger.

 

Period


  

Referred to as


Results for the New Company from December 27, 2004 through March 27, 2005

   “2005 Third Quarter”

Results for the New Company from March 1, 2004 through March 28, 2004

   “New Company 2004 One Month”

Results for Reorganized Predecessor Company from December 29, 2003 through February 29, 2004

   “Reorganized Predecessor Company 2004 Two Months”

Results for the New Company from June 28, 2004 through March 27, 2005

   “2005 Nine Months”

Results for the Reorganized Predecessor Company from June 30, 2003 through February 29, 2004

   “Reorganized Predecessor Company 2004 Eight Months”

 

NOTE 3. DISCONTINUED OPERATIONS

 

On September 30, 2004, we sold our bowling center operations in the United Kingdom for gross proceeds of approximately $71,200 and on February 8, 2005, we sold our bowling center operations in Australia for approximately $45,900 subject to certain post-closing adjustments. Additionally, on April 19, 2005 we signed an asset sale agreement to sell our billiards division. This transaction is expected to be completed in the fourth quarter of fiscal year 2005. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets,” the operations of the billiards division and the bowling centers in the United Kingdom and Australia are reported separately as discontinued operations for all periods presented.

 

7


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

The financial results of our discontinued operations were as follows:

 

     New Company

    Reorganized
Predecessor
Company


   New Company

    Reorganized
Predecessor
Company


(In thousands)


   2005 Third
Quarter


    2004 One
Month


    2004 Two
Months


   2005 Nine
Months


   2004 One
Month


    2004 Eight
Months


Revenue

   $ 8,766     $ 8,592     $ 20,775    $ 52,970    $ 8,592     $ 73,254
    


 


 

  

  


 

Income (loss) from discontinued operations, pretax

     (25 )     (1,107 )     1,801      10,039      (1,107 )     4,563

Provision (benefit) for income taxes

     (294 )     213       166      2,864      213       210
    


 


 

  

  


 

Income (loss) from discontinued operations, after tax

     269       (1,320 )     1,635      7,175      (1,320 )     4,353

Gain on disposal, pretax

     1,399       —         —        35,041      —         —  

Provision for income taxes

     4,170       —         —        7,565      —         —  
    


 


 

  

  


 

Gain (loss) on disposal, after tax

     (2,771 )     —         —        27,476      —         —  
    


 


 

  

  


 

Income (loss) from discontinued operations

   $ (2,502 )   $ (1,320 )   $ 1,635    $ 34,651    $ (1,320 )   $ 4,353
    


 


 

  

  


 

 

The assets and liabilities of the billiards operations are classified as “held-for-sale” as of March 27, 2005 and were as follows:

 

     March 27,
2005


Accounts receivable, net of allowance

   $ 2,140

Inventories, net

     4,489

Prepaid and other current assets

     102

Property and equipment, net

     2,818

Other

     36
    

Assets held for sale

   $ 9,585
    

Accounts payable

   $ 559

Accrued expenses and other liabilities

     265
    

Liabilities held for sale

   $ 824
    

 

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 $10.00 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 2005 Third Quarter or the 2005 Nine 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.

 

8


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 5. COMPREHENSIVE INCOME

 

Comprehensive income (loss) was $4,558 for the 2005 Third Quarter, $17,042 for the 2005 Nine Months, $(3,958) for the New Company 2004 One Month, $(64,068) for the Reorganized Predecessor Company 2004 Two Months, and $(59,071) for the Reorganized Predecessor Company 2004 Eight Months. Accumulated other comprehensive loss of $2,693 at March 27, 2005 and $3,287 at June 27, 2004 is included in stockholder’s equity and consists of the foreign currency translation adjustment.

 

NOTE 6. INVENTORIES, NET

 

Inventories, net, at March 27, 2005 and June 27, 2004 consisted of:

 

     March 27,
2005


   June 27,
2004


Products, at FIFO:

             

Raw materials

   $ 3,704    $ 6,157

Work in process (a)

     1,427      2,281

Finished goods and spare parts

     13,655      14,362

Centers, at average cost:

             

Merchandise and spare parts

     5,987      7,945
    

  

Total inventories, net

   $ 24,773    $ 30,745
    

  


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

 

NOTE 7. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net, at March 27, 2005 and June 27, 2004 consisted of:

 

     March 27,
2005


    June 27,
2004


 

Land

   $ 28,963     $ 44,248  

Buildings and improvements

     109,716       143,124  

Equipment, furniture and fixtures

     153,432       186,488  

Other

     9,762       10,664  
    


 


       301,873       384,524  

Accumulated depreciation

     (45,850 )     (20,568 )
    


 


Property and equipment, net

   $ 256,023     $ 363,956  
    


 


 

Depreciation expense related to property and equipment was $9,569 for the 2005 Third Quarter, $30,953 for the 2005 Nine Months, $3,546 for the New Company 2004 One Month, $7,812 for the Reorganized Predecessor Company 2004 Two Months, and $32,439 for the Reorganized Predecessor Company 2004 Eight Months.

 

9


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION

 

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

 

     New Company

    Reorganized
Predecessor
Company


    

2005 Nine

Months


   2004 One
Month


    2004 Eight
Months


Cash paid during the period for:

                     

Interest

   $ 19,948    $ 5     $ 57,844

Income taxes

     3,093      (160 )     1,451
    

  


 

 

NOTE 9. LONG-TERM DEBT

 

Long-Term Debt Summary

 

Our long-term debt at March 27, 2005 and June 27, 2004 consisted of:

 

     March 27, 2005

    June 27, 2004

 

Term Loan

   $ 78,961     $ 135,000  

Revolver

     —         —    

Subordinated Notes, 10%, due 2010

     149,900       150,000  

Old Subordinated Notes, 13%, due 2008

     5       5  

Mortgage note and capitalized leases

     3,001       3,792  
    


 


Total debt

     231,867       288,797  

Current maturities

     (1,580 )     (2,294 )
    


 


Total long-term debt

   $ 230,287     $ 286,503  
    


 


 

Credit Agreement

 

At March 27, 2005, we owed $78,961 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 March 27, 2005, there were no borrowings outstanding under the Revolver. Outstanding standby letters of credit issued under the Revolver totaled $18,980 leaving $21,020 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 $75,381 due on August 27, 2009. Scheduled quarterly principal payments of $199 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

 

10


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

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 $149,900 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 and the Credit Agreement), 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 and the Credit Agreement) from the sale of International Operations (as defined in the Indenture and the Credit Agreement).

 

On February 11, 2005, we offered to purchase for cash up to $46,830 of our Subordinated Notes, as permitted by the Indenture, with 35% of the Net Cash Proceeds (as defined in the Indenture and the Credit Agreement) from the sale of certain International Operations (as defined in the Indenture and the Credit Agreement) at a price of 102% plus accrued and unpaid interest. The purpose of the offer was to satisfy the requirements of the Indenture prior to paying a dividend to our stockholder. At the close of our offer, on March 11, 2005, we repurchased $100 of our Subordinated Notes.

 

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 Chapter 11 proceeding were $155 at March 27, 2005 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.

 

11


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

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 March 27, 2005:

 

Balance, June 27, 2004

   $ 1,136  

Provision

     139  

Payments

     (262 )

Exchange rate effect

     2  
    


Balance, March 27, 2005

   $ 1,015  
    


 

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

 

Asset Sales

 

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

 

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

 

     2005 Third Quarter

    2005 Nine Months

 
     Proceeds

   Loss, net

    Proceeds

   Loss, net

 

Centers (U.S.):

                              

Excess property

   $ 879    $ (811 )   $ 2,397    $ (280 )
    

  


 

  


 

On September 30, 2004, we sold 33 bowling centers in the United Kingdom for gross cash proceeds of approximately $71,200 and exited bowling center operations in that country.

 

On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $45,900 subject to certain post-closing adjustments and exited bowling center operations in that country.

 

Centers net losses from asset sales are included in bowling center operating expenses on the Condensed Consolidated Statements of Operations.

 

Litigation and Claims

 

We currently and from time to time are subject to claims and actions arising in the ordinary course of our business, including general liability, workers’ compensation, employee compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In management’s opinion, the claims and actions in which we are involved are not expected to have a material adverse impact on our financial position or results of operations. In addition, we are a defendant in two state court actions (one in Georgia and one in Missouri) 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 requested geographically-limited class certifications. A settlement of the Georgia class action has received final court approval. A settlement of the Missouri class action has received preliminary court approval. From time to time, we resolve claims alleging similar violations in order to avoid litigation.

 

12


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

European Community Tariff

 

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

 

NOTE 12. DIVIDEND

 

On February 8, 2005, our Board of Directors approved a dividend of approximately $46,830 to Kingpin Intermediate Corp., which is our sole shareholder. Under our Credit Agreement and Indenture, subject to certain restrictions and conditions, we may distribute up to 35% of the Net Cash Proceeds (as defined in the Indenture and the Credit Agreement) from the sale of our International Operations (as defined in the Indenture and the Credit Agreement). 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 at a price equal to 102% of the aggregate principal amount being purchased. On February 11, 2005, we made an offer to purchase approximately $46,830 of Subordinated Notes at 102% and approximately $100 were repurchased at the close of the offer period on March 11, 2005. However, due to a change in our credit rating outlook by a credit rating agency, the Company was prohibited from paying the dividend. The Indenture does allow for the dividend to be paid in the future.

 

NOTE 13. BUSINESS SEGMENTS

 

We operate in two business segments: Centers and Products. Information concerning these segments from continuing operations is presented below:

 

     2005 Third Quarter

 

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


   Depreciation
and
amortization


    Capital
expenditures


 

Centers:

                                              

U.S.

   $ 136.6    $ —       $ 24.1     $ 248.5    $ 7.4     $ 9.6  

International

     5.2      —         0.5       15.1      0.3       0.3  
    

  


 


 

  


 


Subtotal

     141.8      —         24.6       263.6      7.7       9.9  
    

  


 


 

  


 


Products:

                                              

U.S.

     9.8      6.2       0.2       76.0      1.6       0.3  

International

     14.8      0.4       0.1       23.7      0.1       —    
    

  


 


 

  


 


Subtotal

     24.6      6.6       0.3       99.7      1.7       0.3  
    

  


 


 

  


 


Corporate

     —        —         (6.0 )     81.5      0.5       0.5  

Eliminations

     —        (6.6 )     (1.5 )     6.0      (0.2 )     (1.8 )
    

  


 


 

  


 


Total

   $ 166.4    $ -     $ 17.4     $ 450.8    $ 9.7     $ 8.9  
    

  


 


 

  


 


 

13


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

     New Company 2004 One Month

 

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


   Depreciation
and
amortization


    Capital
expenditures


 

Centers:

                                              

U.S.

   $ 42.8    $ —       $ 5.0     $ 267.9    $ 3.0     $ 2.8  

International

     2.0      —         (0.3 )     126.1      0.1       0.2  
    

  


 


 

  


 


Subtotal

     44.8      —         4.7       394.0      3.1       3.0  
    

  


 


 

  


 


Products:

                                              

U.S.

     3.4      1.3       (0.7 )     78.1      0.4       —    

International

     6.8      0.3       0.5       24.3      0.1       0.1  
    

  


 


 

  


 


Subtotal

     10.2      1.6       (0.2 )     102.4      0.5       0.1  
    

  


 


 

  


 


Corporate

     —        —         (1.6 )     16.6      0.1       (0.8 )

Eliminations

     —        (1.6 )     —         7.3      (0.1 )     —    
    

  


 


 

  


 


Total

   $ 55.0    $ —       $ 2.9     $ 520.3    $ 3.6     $ 2.3  
    

  


 


 

  


 


     Reorganized Predecessor Company 2004 Two Months

 

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


   Depreciation
and
amortization


    Capital
expenditures


 

Centers:

                                              

U.S.

   $ 98.7    $ —       $ 15.2     $ 274.8    $ 6.7     $ 6.3  

International

     4.5      —         0.8       126.8      0.3       0.1  
    

  


 


 

  


 


Subtotal

     103.2      —         16.0       401.6      7.0       6.4  
    

  


 


 

  


 


Products:

                                              

U.S.

     6.4      2.2       (0.5 )     78.5      0.9       0.4  

International

     6.7      0.8       (0.9 )     25.0      —         —    
    

  


 


 

  


 


Subtotal

     13.1      3.0       (1.4 )     103.5      0.9       0.4  
    

  


 


 

  


 


Corporate

     —        —         (21.6 )     15.9      0.2       1.0  

Eliminations

     —        (3.0 )     0.2       7.3      (0.2 )     —    
    

  


 


 

  


 


Total

   $ 116.3    $ —       $ (6.8 )   $ 528.3    $ 7.9     $ 7.8  
    

  


 


 

  


 


     2005 Nine Months

 

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


   Depreciation
and
amortization


    Capital
expenditures


 

Centers:

                                              

U.S.

   $ 334.6    $ —       $ 26.7     $ 248.5    $ 24.3     $ 28.1  

International

     14.8      —         (1.4 )     15.1      0.9       0.5  
    

  


 


 

  


 


Subtotal

     349.4      —         25.3       263.6      25.2       28.6  
    

  


 


 

  


 


Products:

                                              

U.S.

     35.8      18.4       (1.3 )     76.0      4.9       1.3  

International

     41.7      2.5       2.2       23.7      0.3       0.2  
    

  


 


 

  


 


Subtotal

     77.5      20.9       0.9       99.7      5.2       1.5  
    

  


 


 

  


 


Corporate

     —        —         (21.7 )     81.5      1.4       1.8  

Eliminations

     —        (20.9 )     (1.5 )     6.0      (0.4 )     (1.8 )
    

  


 


 

  


 


Total

   $ 426.9    $ —       $ 3.0     $ 450.8    $ 31.4     $ 30.1  
    

  


 


 

  


 


 

14


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

     Reorganized Predecessor Company 2004 Eight Months

(In millions)


   Revenue from
unaffiliated
customers


   Intersegment
sales


    Operating
income
(loss)


    Total
assets


   Depreciation
and
amortization


    Capital
expenditures


Centers:

                                            

U.S.

   $ 304.9    $ —       $ 39.7     $ 274.8    $ 27.7     $ 25.3

International

     15.7      —         1.9       126.8      0.9       0.8
    

  


 


 

  


 

Subtotal

     320.6      —         41.6       401.6      28.6       26.1
    

  


 


 

  


 

Products:

                                            

U.S.

     30.3      11.2       1.1       78.5      3.3       0.5

International

     35.2      3.1       (2.3 )     25.0      0.2       0.1
    

  


 


 

  


 

Subtotal

     65.5      14.3       (1.2 )     103.5      3.5       0.6
    

  


 


 

  


 

Corporate

     —        —         (34.0 )     15.9      1.1       2.1

Eliminations

     —        (14.3 )     0.2       7.3      (0.4 )     —  
    

  


 


 

  


 

Total

   $ 386.1    $ —       $ 6.6     $ 528.3    $ 32.8     $ 28.8
    

  


 


 

  


 

 

NOTE 14. 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 March 27, 2005 and June 27, 2004, condensed consolidating statements of operations for the 2005 Third Quarter, the New Company 2004 One Month, the Reorganized Predecessor Company 2004 Two Months, the 2005 Nine Months and the Reorganized Predecessor Company 2004 Eight Months and the condensed consolidating statements of cash flows for the 2005 Nine Months, the New Company 2004 One Month and the Reorganized Predecessor Company 2004 Eight Months. The elimination entries presented are necessary to combine the entities.

 

15


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet

 

     March 27, 2005

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Assets

                                        

Current assets:

                                        

Cash and cash equivalents

   $ 75,629     $ 9,246     $ 1,444     $ —       $ 86,319  

Accounts and notes receivable, net

     —         15,429       4,208       —         19,637  

Accounts and notes receivable - intercompany

     18,254       188,057       2,864       (209,175 )     —    

Inventories, net

     —         22,523       4,857       (2,607 )     24,773  

Prepaid expenses and other current assets

     (7,389 )     17,313       2,233       —         12,157  

Assets held for sale

     —         9,585       —         —         9,585  
    


 


 


 


 


Total current assets

     86,494       262,153       15,606       (211,782 )     152,471  

Notes receivable – intercompany

     6,048       127,714       —         (133,762 )     —    

Property and equipment, net

     7,656       241,206       4,795       2,366       256,023  

Investment in subsidiaries

     413,722       —         —         (413,722 )     —    

Other assets

     27,179       92,607       (1,031 )     (76,392 )     42,363  
    


 


 


 


 


Total assets

   $ 541,099     $ 723,680     $ 19,370     $ (833,292 )   $ 450,857  
    


 


 


 


 


Liabilities and Stockholder’s Equity

                                        

Current liabilities:

                                        

Accounts payable

   $ 79     $ 13,214     $ 660     $ —       $ 13,953  

Accrued expenses and other liabilities

     16,342       53,305       5,932       —         75,579  

Current portion of long-term debt

     995       585       —         —         1,580  

Accounts and notes payable - intercompany

     145,523       55,639       8,013       (209,175 )     —    

Liabilities held for sale

     —         824       —         —         824  
    


 


 


 


 


Total current liabilities

     162,939       123,567       14,605       (209,175 )     91,936  

Long-term debt, less current portion

     227,871       2,416       —         —         230,287  

Liabilities, subject to resolution

     —         155       —         —         155  

Other long-term liabilities

     21,569       54,656       167       (76,392 )     —    

Notes payable-intercompany

     —         119,220       14,542       (133,762 )     —    
    


 


 


 


 


Total liabilities

     412,379       300,014       29,314       (419,329 )     322,378  

Stockholder’s equity:

                                        

Common stock

     —         —         —         —         —    

Paid-in capital

     133,716       614,700       9,161       (623,861 )     133,716  

Accumulated deficit

     (2,303 )     (197,647 )     (8,210 )     205,616       (2,544 )

Accumulated other comprehensive income (loss)

     (2,693 )     6,613       (10,895 )     4,282       (2,693 )
    


 


 


 


 


Total stockholder’s equity

     128,720       423,666       (9,944 )     (413,963 )     128,479  
    


 


 


 


 


Total liabilities and stockholder’s equity

   $ 541,099     $ 723,680     $ 19,370     $ (833,292 )   $ 450,857  
    


 


 


 


 


 

16


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Balance Sheet

 

     June 27, 2004

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Assets

                                        

Current assets:

                                        

Cash and cash equivalents

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

Accounts and notes receivable, net

     —         21,333       4,404       —         25,737  

Accounts and notes receivable - intercompany

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

Inventories, net

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

Prepaid expenses and other current assets

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


 


 


 


 


Total current assets

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

Notes receivable – intercompany

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

Property and equipment, net

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

Investment in subsidiaries

     477,829       —         5       (477,834 )     —    

Other assets

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


 


 


 


 


Total assets

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


 


 


 


 


Liabilities and Stockholder’s Equity

                                        

Current liabilities:

                                        

Accounts payable

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

Accrued expenses and other liabilities

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

Current portion of long-term debt

     1,688       530       76       —         2,294  

Accounts and notes payable - intercompany

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


 


 


 


 


Total current liabilities

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

Long-term debt, less current portion

     283,317       2,837       349       —         286,503  

Liabilities, subject to resolution

     —         233       —         —         233  

Other long-term liabilities

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

Notes payable-intercompany

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


 


 


 


 


Total liabilities

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

Stockholder’s equity:

                                        

Common stock

     —         —         —         —         —    

Paid-in capital

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

Retained earnings (accumulated deficit)

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

Accumulated other comprehensive income (loss)

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


 


 


 


 


Total stockholder’s equity

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


 


 


 


 


Total liabilities and stockholder’s equity

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


 


 


 


 


 

17


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     2005 Third Quarter

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 157,357     $ 11,552     $ (2,481 )   $ 166,428  

Operating expenses:

                                        

Cost of goods sold

     —         27,396       5,390       (2,066 )     30,720  

Bowling center operating expenses

     —         85,838       4,363       (104 )     90,097  

Selling, general and administrative expenses

     5,475       5,297       818       —         11,590  

Asset impairment

     —         6,915       —         —         6,915  

Depreciation and amortization

     518       9,007       215       (5 )     9,735  
    


 


 


 


 


Total operating expenses

     5,993       134,453       10,786       (2,175 )     149,057  
    


 


 


 


 


Operating income (loss)

     (5,993 )     22,904       766       (306 )     17,371  

Non-operating (income) expenses:

                                        

Interest expense

     6,228       62       981       (1,082 )     6,189  

Interest income

     (1,350 )     (110 )     (100 )     1,082       (478 )

Other expense (income), net

     (8,344 )     8,658       1,446       —         1,760  
    


 


 


 


 


Total non-operating (income) expenses

     (3,466 )     8,610       2,327       —         7,471  
    


 


 


 


 


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

     (2,527 )     14,294       (1,561 )     (306 )     9,900  

Provision (benefit) for income taxes

     5,746       568       (2,317 )     —         3,997  
    


 


 


 


 


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

     (8,273 )     13,726       756       (306 )     5,903  

Discontinued operations:

                                        

Income (loss) from discontinued operations, net of tax

     —         269       —         —         269  

Loss on disposal, net of tax

     (2,771 )     —         —         —         (2,771 )
    


 


 


 


 


Income (loss) from discontinued operations

     (2,771 )     269       —         —         (2,502 )

Equity in income (loss) of subsidiaries

     14,445       —         —         (14,445 )     —    
    


 


 


 


 


Net income (loss)

   $ 3,401     $ 13,995     $ 756     $ (14,751 )   $ 3,401  
    


 


 


 


 


 

18


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     New Company 2004 One Month

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 51,863     $ 4,091     $ (910 )   $ 55,044  

Operating expenses:

                                        

Cost of goods sold

     —         15,779       2,291       (838 )     17,232  

Bowling center operating expenses

     —         26,790       1,423       (72 )     28,141  

Selling, general and administrative expenses

     1,541       1,237       358       —         3,136  

Depreciation and amortization

     111       3,418       85       (25 )     3,589  
    


 


 


 


 


Total operating expenses

     1,652       47,224       4,157       (935 )     52,098  
    


 


 


 


 


Operating income (loss)

     (1,652 )     4,639       (66 )     25       2,946  

Non-operating (income) expenses:

                                        

Interest expense

     1,882       28       —         —         1,910  

Interest income

     (5 )     (30 )     (1 )     —         (36 )

Other (income) expense, net

     (2,990 )     3,279       585       (9 )     865  
    


 


 


 


 


Total non-operating (income) expenses

     (1,113 )     3,277       584       (9 )     2,739  
    


 


 


 


 


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

     (539 )     1,362       (650 )     34       207  

Provision (benefit) for income taxes

     203       197       113       —         513  
    


 


 


 


 


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

     (742 )     1,165       (763 )     34       (306 )

Income (loss) from discontinued operations, net of tax

     —         (870 )     (450 )     —         (1,320 )

Equity in income (loss) of subsidiaries

     (884 )     —         —         884       —    
    


 


 


 


 


Net income (loss)

   $ (1,626 )   $ 295     $ (1,213 )   $ 918     $ (1,626 )
    


 


 


 


 


 

19


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     Reorganized Predecessor Company 2004 Two Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 110,131     $ 7,339     $ (1,137 )   $ 116,333  

Operating expenses:

                                        

Cost of goods sold

     —         17,822       3,120       (1,071 )     19,871  

Bowling center operating expenses

     —         67,562       3,128       (80 )     70,610  

Selling, general and administrative expenses

     21,447       2,581       752       —         24,780  

Depreciation and amortization

     184       7,722       185       (195 )     7,896  
    


 


 


 


 


Total operating expenses

     21,631       95,687       7,185       (1,346 )     123,157  
    


 


 


 


 


Operating income (loss)

     (21,631 )     14,444       154       209       (6,824 )

Non-operating (income) expenses:

                                        

Interest expense

     6,082       32       —         —         6,114  

Interest income

     (29 )     (83 )     (21 )     —         (133 )

Loss on extinguishment of debt

     35,318       —         —         —         35,318  

Other (income) expense, net

     (5,947 )     4,832       630       62       (423 )
    


 


 


 


 


Total non-operating (income) expenses

     35,424       4,781       609       62       40,876  
    


 


 


 


 


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

     (57,055 )     9,663       (455 )     147       (47,700 )

Provision (benefit) for income taxes

     91       1,499       (75 )     —         1,515  
    


 


 


 


 


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

     (57,146 )     8,164       (380 )     147       (49,215 )

Income (loss) from discontinued operations, net of tax

     —         162       1,473       —         1,635  

Equity in income (loss) of subsidiaries

     9,566       —         —         (9,566 )     —    
    


 


 


 


 


Net income (loss)

   $ (47,580 )   $ 8,326     $ 1,093     $ (9,419 )   $ (47,580 )
    


 


 


 


 


 

20


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     2005 Nine Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 403,485     $ 32,858     $ (9,424 )   $ 426,919  

Operating expenses:

                                        

Cost of goods sold

     —         84,927       17,190       (9,048 )     93,069  

Bowling center operating expenses

     —         241,026       13,259       (394 )     253,891  

Selling, general and administrative expenses

     20,325       14,124       2,818       —         37,267  

Asset impairment

     —         8,218       —         —         8,218  

Depreciation and amortization

     1,447       29,413       610       (19 )     31,451  
    


 


 


 


 


Total operating expenses

     21,772       377,708       33,877       (9,461 )     423,896  
    


 


 


 


 


Operating income (loss)

     (21,772 )     25,777       (1,019 )     37       3,023  

Non-operating (income) expenses:

                                        

Interest expense

     19,298       173       981       (1,082 )     19,370  

Interest income

     (1,615 )     (154 )     (123 )     1,082       (810 )

Other (income) expense, net

     (22,066 )     21,589       (2,502 )     —         (2,979 )
    


 


 


 


 


Total non-operating (income) expenses

     (4,383 )     21,608       (1,644 )     —         15,581  
    


 


 


 


 


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

     (17,389 )     4,169       625       37       (12,558 )

Provision (benefit) for income taxes

     6,087       442       (884 )     —         5,645  
    


 


 


 


 


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

     (23,476 )     3,727       1,509       37       (18,203 )

Discontinued operations:

                                        

Income (loss) from discontinued operations, net of tax

     —         7,722       (547 )     —         7,175  

Gain on disposal, net of tax

     27,476       —         —         —         27,476  
    


 


 


 


 


Income (loss) from discontinued operations

     27,476       7,722       (547 )     —         34,651  

Equity in income (loss) of subsidiaries

     12,448       —         —         (12,448 )     —    
    


 


 


 


 


Net income (loss)

   $ 16,448     $ 11,449     $ 962     $ (12,411 )   $ 16,448  
    


 


 


 


 


 

21


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statements of Operations

 

     Reorganized Predecessor Company 2004 Eight Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

Operating revenue

   $ —       $ 366,049     $ 27,002     $ (6,994 )   $ 386,057  

Operating expenses:

                                        

Cost of goods sold

     —         73,790       12,659       (6,563 )     79,886  

Bowling center operating expenses

     —         209,151       11,184       (431 )     219,904  

Selling, general and administrative expenses

     32,882       11,535       2,456       —         46,873  

Depreciation and amortization

     1,079       31,316       631       (195 )     32,831  
    


 


 


 


 


Total operating expenses

     33,961       325,792       26,930       (7,189 )     379,494  
    


 


 


 


 


Operating income (loss)

     (33,961 )     40,257       72       195       6,563  

Non-operating (income) expenses:

                                        

Interest expense

     24,101       160       —         (101 )     24,160  

Interest income

     (41 )     (190 )     (129 )     101       (259 )

Loss on extinguishment of debt

     35,318       —         —         —         35,318  

Other (income) expense, net

     (22,235 )     17,243       1,251       9       (3,732 )
    


 


 


 


 


Total non-operating (income) expenses

     37,143       17,213       1,122       9       55,487  
    


 


 


 


 


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

     (71,104 )     23,044       (1,050 )     186       (48,924 )

Provision (benefit) for income taxes

     91       2,458       638       —         3,187  
    


 


 


 


 


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

     (71,195 )     20,586       (1,688 )     186       (52,111 )

Income (loss) from discontinued operations, net of tax

     —         1,137       3,216       —         4,353  

Equity in income (loss) of subsidiaries

     23,437       —         —         (23,437 )     —    
    


 


 


 


 


Net income (loss)

   $ (47,758 )   $ 21,723     $ 1,528     $ (23,251 )   $ (47,758 )
    


 


 


 


 


 

22


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows

 

     2005 Nine Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

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

   $ 14,341     $ 12,484     $ (221 )   $ 2,665     $ 29,269  

Cash flows from investing activities:

                                        

Capital expenditures

     (1,755 )     (29,560 )     (539 )     1,765       (30,089 )

Proceeds from:

                                        

Sale of property and equipment

     —         2,400       —         —         2,400  

Sale of subsidiaries

     115,803       —         —         —         115,803  
    


 


 


 


 


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

     114,048       (27,160 )     (539 )     1,765       88,114  
    


 


 


 


 


Cash flows from financing activities:

                                        

Payments of long-term debt

     (56,139 )     —         —         —         (56,139 )

Payments under capital lease obligations

     —         (791 )     —         —         (791 )
    


 


 


 


 


Net cash used in financing activities from continuing operations

     (56,139 )     (791 )     —         —         (56,930 )
    


 


 


 


 


Effect of exchange rates on cash

     —         —         —         (4,430 )     (4,430 )

Net cash provided by (used in) discontinued operations

     —         18,229       (667 )     —         17,562  
    


 


 


 


 


Net increase (decrease) in cash

     72,250       2,762       (1,427 )     —         73,585  

Cash and cash equivalents at beginning of period

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


 


 


 


 


Cash and cash equivalents at end of period

   $ 75,629     $ 9,246     $ 1,444     $ —       $ 86,319  
    


 


 


 


 


 

23


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows

 

     New Company 2004 One Month

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

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

   $ 32     $ 3,297     $ 2,081     $ (1,665 )   $ 3,745  

Cash flows from investing activities:

                                        

Capital expenditures

     859       (2,975 )     (194 )     —         (2,310 )

Proceeds from the sale of property equipment

     —         466       —         —         466  
    


 


 


 


 


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

     859       (2,509 )     (194 )     —         (1,844 )
    


 


 


 


 


Cash flows from financing activities:

                                        

Deferred financing costs

     (301 )     —         —         —         (301 )

Payments under capital lease obligations

     —         (117 )     —         —         (117 )
    


 


 


 


 


Net cash used in financing activities from continuing operations

     (301 )     (117 )     —         —         (418 )
    


 


 


 


 


Effect of exchange rates on cash

     —         —         —         1,665       1,665  

Net cash provided by (used in) discontinued operations

     —         2,810       (589 )     —         2,221  
    


 


 


 


 


Net increase (decrease) in cash

     590       3,481       1,298       —         5,369  

Cash and cash equivalents at beginning of period

     7,678       6,854       3,081       —         17,613  
    


 


 


 


 


Cash and cash equivalents at end of period

   $ 8,268     $ 10,335     $ 4,379     $ —       $ 22,982  
    


 


 


 


 


 

24


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

Condensed Consolidating Financial Statements

AMF Bowling Worldwide, Inc.

Condensed Consolidating Statement of Cash Flows

 

     Reorganized Predecessor Company 2004 Eight Months

 
     Worldwide

    Guarantor
Subsidiaries


   

Non-

Guarantor
Subsidiaries


    Eliminations

    Total

 

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

   $ 228,143     $ (232,717 )   $ (5,986 )   $ 7,754     $ (2,806 )

Cash flows from investing activities:

                                        

Capital expenditures

     (2,125 )     (25,825 )     (838 )     —         (28,788 )

Proceeds from:

                                        

Sale of property and equipment

     —         4,083       34       —         4,117  

Sale-Leaseback Agreements

     —         254,000       —         —         254,000  
    


 


 


 


 


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

     (2,125 )     232,258       (804 )     —         229,329  
    


 


 


 


 


Cash flows from financing activities:

                                        

Proceeds from long-term debt

     285,000       —         —         —         285,000  

Payments of long-term debt

     (412,227 )     —         —         —         (412,227 )

Deferred financing costs

     (21,747 )     —         —         —         (21,747 )

Proceeds from issuance of common stock

     133,716       —         —         —         133,716  

Stock options

     (953 )     —         —         —         (953 )

Dividends paid

     (250,252 )     —         —         —         (250,252 )

Payments under capital lease obligations

     —         (203 )     —         —         (203 )
    


 


 


 


 


Net cash used in financing activities from continuing operations

     (266,463 )     (203 )     —         —         (266,666 )
    


 


 


 


 


Effect of exchange rates on cash

     —         —         —         (7,754 )     (7,754 )

Net cash provided by discontinued operations

     —         2,076       7,159       —         9,235  
    


 


 


 


 


Net increase (decrease) in cash

     (40,445 )     1,414       369       —         (38,662 )

Cash and cash equivalents at beginning of period

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


 


 


 


 


Cash and cash equivalents at end of period

   $ 7,678     $ 6,854     $ 3,081     $ —       $ 17,613  
    


 


 


 


 


 

25


Table of Contents

AMF BOWLING WORLDWIDE, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except as otherwise noted)

(unaudited)

 

NOTE 15. SUBSEQUENT EVENT

 

Since the close of the 2005 Third Quarter, we have repurchased and intend to cancel $12,700 of our Subordinated Notes.

 

26


Table of Contents

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

 

Introduction

 

AMF Bowling Worldwide, Inc., a Delaware Corporation, and its subsidiaries (which may be referred to as Worldwide, the Company, we, us or our) operate in two business segments: bowling center operations (“Centers”) and bowling products operations (“Products”). At March 27, 2005, Centers, the largest segment, represented 81.8% of consolidated revenue. In reviewing Centers, management focuses on revenue, operating expenses and capital expenditures. In reviewing Products, management focuses on working capital as well as revenue, operating expenses and gross profit margin.

 

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

 

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

 

Our Centers segment had 379 bowling centers on March 27, 2005 (364 in the U.S. and 15 internationally). On September 30, 2004, we sold 33 bowling centers in the United Kingdom for approximately $71.2 million and on February 8, 2005, we sold our 42 bowling centers in Australia for approximately $45.9 million, subject to certain post-closing adjustments. We no longer have bowling center operations in the United Kingdom or Australia. 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. On April 19, 2005, we signed an asset sale agreement to sell our billiards division which manufactures and sells its Playmaster, Highland and Renaissance brands of billiard tables. This transaction is expected to be completed in the fourth quarter of fiscal year 2005. The results of operations for the billiards division have been reported as discontinued operations for all periods presented.

 

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.

 

27


Table of Contents

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.

 

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.” As a result of the Merger, the financial results during the three and nine months ended March 28, 2004 include results of the New Company and the Reorganized Predecessor Company. Accordingly, the operating results and cash flows of the New Company and the Reorganized Predecessor Company are separately presented, as the financial statements after the Merger are not comparable with the Reorganized Predecessor Company’s financial statements. Although the Merger was completed on February 27, 2004, the consummation of the Merger has been reflected as of February 29, 2004, the end of our fiscal period closest to the date of the Merger.

 

Period


  

Referred to as


Results for the New Company from December 27, 2004 through March 27, 2005

   “2005 Third Quarter”

Combined Reorganized Predecessor Company 2004 Two Months and New Company 2004 One Month

   “2004 Third Quarter”*

Results for the New Company from March 1, 2004 through March 28, 2004

   “New Company 2004 One Month”

Results for Reorganized Predecessor Company from December 29, 2003 through February 29, 2004

   “Reorganized Predecessor Company 2004 Two Months”

Results for the New Company from June 28, 2004 through March 27, 2005

   “2005 Nine Months”

Combined Reorganized Predecessor Company 2004 Eight Months and New Company 2004 One Month

   “2004 Nine Months”*

Results for the Reorganized Predecessor Company from June 30, 2003 through February 29, 2004

   “Reorganized Predecessor Company 2004 Eight Months”

* These combined periods are not presented on the same basis of accounting due to the application of purchase method accounting and are therefore not in accordance with generally accepted accounting principles.

 

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.

 

28


Table of Contents

Consolidated Results

 

     New
Company


          New
Company


    Reorganized
Predecessor
Company


    New
Company


          Reorganized
Predecessor
Company


 

(In millions)


   2005
Third
Quarter


    2004
Third
Quarter


   

2004

One
Month


   

2004

Two
Months


    2005
Nine
Months


    2004
Nine
Months


   

2004

Eight
Months


 

Operating revenue

   $ 166.4     $ 171.4     $ 55.0     $ 116.3     $ 426.9     $ 441.1     $ 386.1  

Operating expenses:

                                                        

Cost of goods sold

     30.7       37.1       17.2       19.8       93.1       97.1       79.9  

Bowling center operating expenses

     90.1       98.8       28.1       70.6       253.9       248.1       219.9  

Selling, general and administrative expenses

     11.6       27.9       3.1       24.8       37.3       50.0       46.9  

Asset impairment

     6.9       —         —         —         8.2       —         —    

Depreciation and amortization

     9.7       11.7       3.6       7.9       31.4       36.4       32.8  
    


 


 


 


 


 


 


Operating income (loss)

     17.4       (4.1 )     2.9       (6.8 )     3.0       9.5       6.6  

Interest expense, net

     5.7       7.9       1.8       6.0       18.6       25.8       23.9  

Loss on extinguishment of debt

     —         35.3       —         35.3       —         35.3       35.3  

Other expense (income), net

     1.8       0.4       0.9       (0.4 )     (3.0 )     (2.9 )     (3.7 )
    


 


 


 


 


 


 


Income (loss) from continuing operations before income taxes

     9.9       (47.7 )     0.2       (47.7 )     (12.6 )     (48.7 )     (48.9 )

Provision for income taxes

     4.0       2.0       0.5       1.5       5.6       3.7       3.2  
    


 


 


 


 


 


 


Income (loss) from continuing operations

     5.9       (49.7 )     (0.3 )     (49.2 )     (18.2 )     (52.4 )     (52.1 )

Discontinued operations:

                                                        

Income (loss) from discontinued operations, net of tax

     0.3       0.5       (1.3 )     1.6       7.2       3.0       4.3  

Gain (loss) on disposal, net of tax

     (2.8 )     —         —         —         27.5       —         —    
    


 


 


 


 


 


 


Income (loss) from discontinued operations

     (2.5 )     0.5       (1.3 )     1.6       34.7       3.0       4.3  

Net income (loss)

   $ 3.4     $ (49.2 )   $ (1.6 )   $ (47.6 )   $ 16.4     $ (49.4 )   $ (47.8 )
    


 


 


 


 


 


 


 

Revenue

 

Consolidated operating revenue for the 2005 Third Quarter was $166.4 million, a decrease of $5.0 million, or 2.9%, compared with the 2004 Third Quarter. This decrease was partially attributable to a $2.1 million decrease in U.S. continuing center revenue due primarily to a decrease in league lineage (number of games bowled per lane per day). In addition, closed centers represent a $4.2 million negative variance compared with the prior year period. These decreases were partially offset by an increase in Products revenue of $3.3 million, or 11.8%, primarily the result of increased sales to Centers due to changes in intercompany pricing and an increase in the volume of purchases. Our intercompany revenue eliminations are approximately $2.1 million greater than the prior year period due to the increased sales to Centers.

 

Consolidated operating revenue for the 2005 Nine Months was $426.9 million, a decrease of $14.2 million, or 3.2%, compared with the 2004 Nine Months. This decrease was attributable to a $6.7 million decrease in U.S. continuing center revenue due primarily to a decrease in league lineage. Additionally, closed centers represent a $9.1 million negative variance compared with the prior year period. These losses were partially offset by an increase in Products revenue of $6.8 million, or 7.4%, primarily due to increased sales to Centers as a result of changes in intercompany pricing and an increase in the volume of purchases. Due to the increase in sales to Centers, the intercompany revenue elimination is $5.1 million greater than the prior year period.

 

29


Table of Contents

Depreciation and Amortization

 

Depreciation and amortization decreased $1.8 million, or 15.7%, in the 2005 Third Quarter and $5.0 million, or 13.7%, in the 2005 Nine Months when compared with the prior year periods. These decreases were primarily attributable to a decrease in Centers depreciation as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated of $2.5 million and $6.9 million for the 2005 Third Quarter and 2005 Nine Months, respectively. Additionally, depreciation decreased as a result of the sale-leaseback agreements that were entered into in conjunction with the Merger (the “Sale-Leaseback Agreements”) of $0.7 million and $4.3 million for the 2005 Third Quarter and 2005 Nine Months, respectively. Closed centers represent $0.2 million and $0.7 million of the decrease for the 2005 Third Quarter and 2005 Nine Months, respectively. 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 $1.9 million and $7.0 million for the New Company 2005 Third Quarter and New Company 2005 Nine Months, respectively.

 

Asset Impairments

 

In the 2005 Third Quarter and the 2005 Nine Months, we recorded $6.9 million and $8.2 million, respectively, related to asset impairment charges representing the difference between the fair market value and carrying value of impaired assets in the U.S. primarily related to 12 closed and under performing centers.

 

Interest Expense, net

 

Interest expense, net decreased $2.2 million, or 27.8%, in the 2005 Third Quarter and $7.2 million, or 27.9%, in the 2005 Nine 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 $7.9 million in the 2005 Third Quarter from $2.9 million in the 2004 Third 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 Australia.

 

Total income tax expense increased to $16.1 million in the 2005 Nine Months from $4.1 million in the 2004 Nine Months, including tax expense on discontinued operations. The tax provision recorded for the 2005 Nine 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 discontinued operations in the United Kingdom and Australia and the taxation of individual subsidiaries by separate foreign jurisdictions. Various foreign subsidiaries and branches recorded a combined tax expense of $7.9 million as compared to an expense of $1.5 million for the 2004 Nine 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 expense of $0.6 million and $2.4 million for the 2005 Nine Months and 2004 Nine Months, respectively.

 

Net Income (Loss)

 

Net income (loss) for the 2005 Third Quarter and 2005 Nine Months totaled $3.4 million and $16.4 million, respectively, compared with $(49.2) million and $(49.4) million, respectively, in the 2004 Third Quarter and the 2004 Nine 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 and Australian bowling centers of $27.5 million. In the 2005 Nine 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 2005 Nine Months. These increases were partially offset by

 

30


Table of Contents

increases in operating expenses primarily attributable to an increase in rent of $19.7 million as a result of the Sale-Leaseback Agreements for the 2005 Nine Months. Additionally, in the 2005 Nine Months, we incurred expenses of $6.7 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, $1.5 million related to management fees and $1.1 million related to actions alleging violations of federal legislation involving unsolicited communications. The losses incurred in the 2004 Third Quarter and 2004 Nine Months are primarily attributable to costs incurred totaling $34.6 million related to the Merger, as well as a loss on the extinguishment of debt of $35.3 million.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) for the 2005 Third Quarter and the 2005 Nine Months totaled $4.6 million and $17.0 million, respectively, compared with $(68.0) million and $(63.0) million for the 2004 Third Quarter and the 2004 Nine Months. These increases are primarily attributable to the gain recognized on the sale of our bowling centers in the United Kingdom and Australia. The losses incurred in the prior year periods are primarily attributable to expenses incurred in connection with the Merger.

 

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


        New
Company


   Reorganized
Predecessor
Company


   New
Company


        Reorganized
Predecessor
Company


(In millions)


  

2005

Third

Quarter


  

2004

Third

Quarter


  

2004

One

Month


  

2004

Two

Months


  

2005

Nine

Months


  

2004

Nine

Months


  

2004

Eight

Months


Centers (a):

                                                

Operating revenue

   $ 141.8    $ 148.0    $ 44.8    $ 103.2    $ 349.4    $ 365.4    $ 320.6

Cost of goods sold

     13.3      18.1      8.7      9.4      32.9      38.4      29.7

Bowling center operating expenses

     89.3      99.1      28.3      70.8      257.8      249.0      220.7

Asset impairment

     6.9      —        —        —        8.2      —        —  

Depreciation and amortization

     7.7      10.1      3.1      7.0      25.2      31.7      28.6
    

  

  

  

  

  

  

Operating income

   $ 24.6    $ 20.7    $ 4.7    $ 16.0    $ 25.3    $ 46.3    $ 41.6
    

  

  

  

  

  

  


(a) Before intersegment eliminations.

 

To facilitate a meaningful comparison, the continuing center results discussed below reflect the results of 379 centers (364 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:

 

     2005
Nine Months


    2004
Nine Months


 

Revenue:

            

Bowling

   58.4 %   58.7 %

Food and beverage

   27.4 %   27.5 %

Ancillary sources

   14.2 %   13.8 %

 

31


Table of Contents

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

 

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 $49.5 million subject to certain post closing adjustments and exited bowling center operations in that country.

 

2005 Third Quarter compared with 2004 Third Quarter

 

Centers operating revenue for the 2005 Third Quarter decreased $6.2 million, or 4.2%, as compared with the 2004 Third Quarter. U.S. continuing center revenue decreased $2.1 million, or 1.5%, primarily the result of a decrease in league lineage. Also contributing to this decrease is a decline in revenue of $4.2 million attributable to the closure of 16 bowling centers since June 29, 2003.

 

Bowling center operating expenses decreased $9.8 million, or 9.9%. This decrease was primarily due to $14.0 million of costs incurred in connection with the Merger in the 2004 Third Quarter. Also contributing to this decrease was a decrease in operating expenses of $2.5 million due to closed bowling centers. These decreases were partially offset by increases in U.S. continuing center operating expenses of $5.7 million, or 7.3%, of which $5.0 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. continuing center operating expenses increased approximately 0.9% primarily the result of increased maintenance and supplies expenses. During the 2005 Third Quarter, we recorded expenses of $0.4 million related to menu and beverage changes. In addition, taxes and licenses are $0.2 million above prior year primarily related to real estate tax increases resulting from the Sale-Leaseback Agreements. Finally, in the 2005 Third Quarter an additional charge of $0.1 million was recorded related to the settlement of a case alleging violations of federal legislation involving unsolicited communications and a charge of $0.3 million was recorded related to the examination of strategic alternatives for certain international center operations. Centers also recorded a loss of $0.8 million in the 2005 Third Quarter and $0.3 million in the 2004 Third Quarter related to the disposal of certain assets. As a percentage of revenue, Centers operating expenses were 63.0% for the 2005 Third Quarter and 66.9% for the 2004 Third Quarter.

 

Depreciation and amortization decreased $2.4 million, or 23.8%, primarily attributable to a decrease in depreciation of $2.5 million as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. Additionally, depreciation decreased approximately $0.7 million as a result of the Sale-Leaseback Agreements and $0.2 million as a result of closed centers. These decreases were partially offset by an increase in depreciation of $1.5 million primarily attributable to adjustments made as a result of the application of purchase method accounting related to the Merger.

 

Operating income was $24.6 million in the 2005 Third Quarter versus operating income of $20.7 million in the 2004 Third Quarter primarily due to the decrease in operating expenses and depreciation and amortization partially offset by the decreases in revenue as discussed above. Centers recorded charges related to asset impairment resulting from center closures of $6.9 million in the 2005 Third Quarter. Additionally, $4.6 million in cost of sales adjustments were incurred in the 2004 Third Quarter in conjunction with the application of purchase method accounting.

 

2005 Nine Months compared with 2004 Nine Months

 

Centers operating revenue for the 2005 Nine Months decreased $16.0 million, or 4.4%, as compared with the 2004 Nine Months. U.S. continuing center revenue decreased $6.7 million, or 2.0%, primarily the result of a decrease in league lineage. Also contributing to this decrease is a decline in revenue of $9.1 million attributable to the closure of 16 bowling centers since June 29, 2003.

 

32


Table of Contents

Bowling center operating expenses increased $8.8 million, or 3.5%. This increase was primarily due to increases in U.S. continuing center operating expenses of $23.3 million, or 10.7%, of which $19.7 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. continuing center operating expenses increased approximately 1.7% primarily attributable to increases in insurance, tax and maintenance expenses. During the 2005 Nine Months, we recorded expenses of $0.4 million related to menu and beverage changes. Taxes and licenses are $0.7 million above prior year primarily related to real estate tax increases resulting from the Sale-Leaseback Agreements. Additionally, Centers recorded a charge of $1.1 million in the 2005 Nine Months and $0.3 million in the 2004 Nine Months related to actions alleging violations of federal legislation involving unsolicited communications. In the 2004 Nine Months, Centers recognized $1.4 million related to casualty gains. Offsetting these increases was a decrease in operating expenses of $6.5 million due to closed bowling centers. Additionally, costs of $14.0 million were incurred in connection with the Merger in the 2004 Nine Months. In the 2005 Nine Months, Centers incurred charges of $1.2 million related to losses on disposals of fixed assets compared to $0.7 million in gains in the 2004 Nine Months. As a percentage of revenue, Centers operating expenses were 73.8% for the 2005 Nine Months and 68.1% for the 2004 Nine Months.

 

Depreciation and amortization decreased $6.5 million, or 20.5%, primarily attributable to a decrease in depreciation of $6.9 million as a result of machinery and equipment acquired in 1996 and 1997 becoming fully depreciated. Additionally, a decrease of $4.3 million is a result of the Sale-Leaseback Agreements and $0.7 million is attributable to closed centers. These decreases were partially offset by an increase in depreciation of $5.6 million primarily attributable to adjustments made as a result of the application of purchase method accounting related to the Merger.

 

Operating income was $25.3 million in the 2005 Nine Months versus operating income of $46.3 million in the 2004 Nine 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. Centers recorded charges related to asset impairment resulting from center closures of $8.2 million in the 2005 Nine Months. Additionally, $4.6 million in cost of sales adjustments were incurred in the 2004 Nine Months in conjunction with the application of purchase method accounting.

 

33


Table of Contents

Products

 

On April 19, 2005, we signed an asset sale agreement to sell our billiards division. This transaction is expected to be completed in the fourth quarter of fiscal year 2005. The results of operations for our billiards division have been reported as discontinued operations for all periods presented and are not included in the tables or discussion below.

 

     New
Company


          New
Company


    Reorganized
Predecessor
Company


    New
Company


          Reorganized
Predecessor
Company


 

(In millions)


   2005
Third
Quarter


    2004
Third
Quarter


   

2004

One
Month


   

2004

Two
Months


    2005
Nine
Months


    2004
Nine
Months


   

2004

Eight
Months


 

Products (a):

                                                        

Operating revenue

   $ 31.2     $ 27.9     $ 11.8     $ 16.1     $ 98.4     $ 91.6     $ 79.8  

Cost of goods sold

     23.1       23.2       9.9       13.3       75.4       73.4       63.5  
    


 


 


 


 


 


 


Gross profit

     8.1       4.7       1.9       2.8       23.0       18.2       16.3  
    


 


 


 


 


 


 


Selling, general and administrative expenses

     6.1       4.9       1.6       3.4       16.9       15.6       14.0  

Depreciation and amortization

     1.7       1.3       0.5       0.9       5.2       4.0       3.5  
    


 


 


 


 


 


 


Operating income (loss)

   $ 0.3     $ (1.5 )   $ (0.2 )   $ (1.4 )   $ 0.9     $ (1.4 )   $ (1.2 )
    


 


 


 


 


 


 


Selected data:

                                                        

Gross profit margin

     26.0 %     16.8 %     16.1 %     17.4 %     23.4 %     19.9 %     20.4 %
    


 


 


 


 


 


 



(a) Before intersegment eliminations.

 

2005 Third Quarter compared with 2004 Third Quarter

 

Products operating revenue increased $3.3 million, or 11.8%, primarily attributable to an increase in revenue in the U.S. and Europe of $2.7 million and $1.1 million, respectively. These increases were partially offset by a decrease in revenue in Asia of $1.0 million. The increase in revenue in the U.S. is primarily the result of increased sales to Centers due to changes in intercompany pricing and an increase in the volume of purchases.

 

Gross profit increased $3.4 million, or 72.3%. The gross profit margin was 26.0% in the 2005 Third Quarter compared with 16.8% in 2004 Third Quarter. The increased margin percentage was primarily attributable to the pricing changes on sales to Centers. Additionally, in the 2004 Third Quarter, we incurred cost of sales adjustments of $0.8 million in conjunction with the Merger.

 

Products selling, general and administrative expenses increased $1.2 million, or 24.5%, compared with the prior year quarter. The increase in expenses is primarily attributable to an increase in payroll and bad debt expenses. Additionally, in the 2005 Third Quarter Products incurred $0.6 million of expenses that were previously recorded at Worldwide and $0.2 million of expenses that were previously recorded at our United Kingdom bowling center operations.

 

Depreciation and amortization increased $0.4 million, or 30.8%, 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 2005 Third Quarter compared with a loss of $1.5 million in the 2004 Third 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.

 

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2005 Nine Months compared with 2004 Nine Months

 

Products operating revenue increased $6.8 million, or 7.4%, primarily attributable to increased revenue in the U.S., Mexico and Europe of $8.0 million, $1.4 million and $1.0 million, respectively. These increases were partially offset by a decrease in revenue in Japan of $2.8 million. Sales to Centers increased 31.5% primarily attributable to changes in intercompany pricing as well as an increase in the volume of purchases.

 

Gross profit increased $4.8 million, or 26.4%. The gross profit margin was 23.4% in the 2005 Nine Months compared with 19.9% in the 2004 Nine Months. The increased margin percentage was primarily attributable to the pricing changes on sales to Centers. Additionally, in the 2004 Third Quarter, we incurred cost of sales adjustments of $0.8 million in conjunction with the Merger.

 

Products selling, general and administrative expenses increased $1.3 million, or 8.3%, compared with the prior year period. The increase in expenses is primarily attributable to an increase in advertising and payroll expenses as well as bad debt and legal expenses. Additionally, in the 2005 Nine Months Products incurred $1.7 million of expenses that were previously recorded at Worldwide and $0.2 million of expenses that were previously recorded at our United Kingdom bowling center operations. 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 $1.2 million, or 30.0%, primarily due to adjustments made as a result of the application of purchase method accounting related to the Merger.

 

Operating income was $0.9 million in the 2005 Nine Months compared with a loss of $1.4 million in the 2004 Nine 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.

 

Liquidity - Capital Resources – Asset Sales – Capital Expenditures

 

General

 

We have $78.9 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 March 27, 2005, working capital was $60.5 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 $51.8 million at March 27, 2005. This change was primarily attributable to an increase in cash of $73.6 million primarily a result of proceeds received from the sale of our United Kingdom and Australian bowling center operations. Also contributing to this increase is a decrease in accounts payable and accrued liabilities of $7.7 million and $4.4 million, respectively. Partially offsetting these increases was a decrease in prepaid expenses and other current assets of $7.1 million, a decrease in accounts receivable of $6.1 million and a decrease in inventories of $6.0 million.

 

On February 8, 2005, our Board of Directors approved a dividend of approximately $46.8 million to Kingpin Intermediate Corp., which is our sole shareholder. Under our Credit Agreement and Indenture, subject to certain restrictions and conditions, we may distribute up to 35% of the Net Cash Proceeds (as defined in the Indenture and

 

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the Credit Agreement) from the sale of certain International Operations (as defined in the Indenture and the Credit Agreement). 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 at a price equal to 102% of the aggregate principal amount being purchased. On February 11, 2005, we made an offer to purchase approximately $46.8 million of Subordinated Notes at 102% and approximately $0.1 million were repurchased at the close of the offer period on March 11, 2005. However, due to a change in our credit rating outlook by a credit rating agency, the Company was prohibited from paying the dividend. The Indenture does allow for the dividend to be paid in the future.

 

Since the close of the 2005 Third Quarter, we have repurchased and intend to cancel $12.7 million of our Subordinated Notes.

 

Operating Cash Flow

 

Net cash provided by operating activities was $29.3 million in the 2005 Nine Months compared with $0.9 million in the 2004 Nine Months, an increase of $28.4 million. The increase in net cash provided by operating activities is primarily the result of a decrease in the loss from continuing operations and improved working capital utilization.

 

Investing

 

     2005
Nine Months


    2004
Nine Months


 

Cash flows from investing activities:

                

Purchases of property and equipment

   $ (30.1 )   $ (31.1 )

Proceeds from the sale of property and equipment

     2.4       4.6  

Proceeds from Sale Leaseback Agreements

     —         254.0  

Proceeds from sale of subsidiaries

     115.8       —    
    


 


Total

   $ 88.1     $ 227.5  
    


 


 

Net cash provided by investing activities was $88.1 million in the 2005 Nine Months compared with $227.5 million in the 2004 Nine Months. In the 2005 Nine Months, we received proceeds of approximately $115.8 million related to the sale of our bowling centers in the United Kingdom and Australia and $2.4 million related to the sale of property and equipment. In the 2004 Nine Months, we received proceeds of $254.0 million related to the Sale-Leaseback Agreements in connection with the Merger.

 

Financing

 

     2005
Nine Months


    2004
Nine Months


 

Cash flows from financing activities:

                

Borrowings (repayments) of debt, net

   $ (56.1 )   $ (127.2 )

Deferred financing costs

     —         (22.0 )

Dividends paid

     —         (250.3 )

Equity investment

     —         133.7  

Payments under capital lease obligations

     (0.8 )     (0.3 )

Other

     —         (1.0 )
    


 


Total

   $ (56.9 )   $ (267.1 )
    


 


 

Net cash used in financing activities was $56.9 million in the 2005 Nine Months compared with $267.1 million in the 2004 Nine Months. This decrease is primarily the result of the satisfaction of our old $150.0 million 13% Senior Subordinated Notes due September 2008 and $228.1 million in term loans under our former senior secured credit agreement in the 2004 Nine Months. Additionally, we paid dividends of $250.3 million and received a net equity investment of $133.7 million in connection with the Merger. In the 2005 Nine Months, we made payments of approximately $56.1 million on the Term Loan.

 

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Capital Resources

 

The following table shows our debt balances at March 27, 2005 and June 27, 2004:

 

     March 27,
2005


   June 27,
2004


Term Loan

   $ 79.0    $ 135.0

Subordinated Notes, 10%, due 2010

     149.9      150.0

Revolver

     —        —  

Mortgage note and capitalized leases

     3.0      3.8
    

  

Total debt

   $ 231.9    $ 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 March 27, 2005, there were no outstanding borrowings under the Revolver. Outstanding standby letters of credit issued under the Revolver totaled $19.0 million leaving $21.0 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. In February 2005, we made a required repayment of $8.7 million related to the sale of our bowling center operations in Australia. 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.

 

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 March 27, 2005. Our Credit Agreement financial covenant ratios are tightening, primarily because the covenants did not contemplate the sale of our international bowling center businesses and our U.S. bowling center business financial results have been weaker than expected. There can be no assurance that we will continue to be in compliance with these covenants. We intend to seek an amendment to these covenants to provide greater financial flexibility.

 

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 Third Quarter

    2005 Nine Months

 
     Proceeds

   Loss, net

    Proceeds

   Loss, net

 

Centers (U.S.):

                              

Excess property

   $ 0.9    $ (0.8 )   $ 2.4    $ (0.3 )
    

  


 

  


 

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.

 

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On February 8, 2005, we sold our 42 operating bowling centers in Australia for approximately $45.9 million, subject to certain post-closing adjustments and exited bowling center operations in that country.

 

Capital Expenditures

 

     2005
Nine Months


    2004
Nine Months


Centers

   $ 28.6     $ 29.1

Products

     1.5       0.7

Corporate

     1.8       1.3

Eliminations

     (1.8 )     —  
    


 

Total

   $ 30.1     $ 31.1
    


 

 

Capital expenditures decreased $1.0 million in the 2005 Nine Months compared with the 2004 Nine Months primarily due to decreased expenditures in Centers. Due to the pricing increases between Products and Centers, the current year includes an intercompany profit elimination of $1.8 million. 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. We do not expect the sale of our bowling center operations in Australia and the United Kingdom to materially impact the historical seasonality of our business.

 

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 3.5% and 4.0% of consolidated revenue for the 2005 Nine Months and the 2004 Nine Months, respectively. For the 2005 Nine Months, international bowling centers represented $1.4 million in operating loss of the $3.0 million consolidated operating income and $1.5 million of the $9.3 million consolidated operating income in the 2004 Nine 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.

 

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Products international operations represented 9.8% and 9.5% of consolidated revenue for the 2005 Nine Months and the 2004 Nine Months, respectively. For the 2005 Nine Months Products international operations represented $2.2 million of the $3.0 million consolidated operating income and in the 2004 Nine Months Products international operations represented $1.8 million in operating loss of the $9.3 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 2005 Third Quarter, 2005 Nine Months, 2004 Third Quarter or 2004 Nine Months.

 

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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.

 

Impairment of Long-Lived Assets

 

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

 

Inventory Obsolescence

 

As we monitor working capital (defined as current assets minus current liabilities), net inventory represents approximately 17% 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

 

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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 we 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 March 27, 2005, no interest rate cap agreements or foreign currency forward exchange contracts were 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.

 

We had one forward exchange contract that expired on February 9, 2005, which served 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 February 9, 2005 was $1.5 million resulting in a loss of the same amount.

 

The following table provides information about our fixed and variable-rate debt at March 27, 2005, 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

   $ 149.9    10.00 %     —      —    

August 27, 2009

     —      —       $ 79.0    5.45 %
    

  

 

  

 

The fair value of the Term Loan and the Subordinated Notes at March 27, 2005 was approximately $79.0 million and $152.1 million, respectively.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

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

 

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PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

We currently and from time to time are subject to claims and actions arising in the ordinary course of our business, including general liability, workers’ compensation, employee compensation and environmental claims. In some actions, plaintiffs request punitive or other damages that may not be covered by insurance. In management’s opinion, the claims and actions in which we are involved are not expected to have a material adverse impact on our financial position or results of operations. In addition, we are a defendant in two state court actions (one in Georgia and one in Missouri) 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 requested geographically-limited class certifications. A settlement of the Georgia class action has received final court approval. A settlement of the Missouri class action has received preliminary court approval. From time to time, we resolve claims alleging similar violations in order to avoid litigation.

 

Regulatory Matters

 

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

 

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

 

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

 

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

 

European Community Tariff

 

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

 

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ITEM 6. EXHIBITS

 

  3.1 Amended and Restated Certificate of Incorporation of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).

 

  3.2 Amended and Restated By-Laws of AMF Bowling Worldwide, Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 8, 2002 (File No. 001-12131)).

 

  4.1 Supplemental Indenture, dated September 28, 2004, by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Wilmington Trust Company, as Trustee, with respect to the 10% Senior Subordinated Notes due 2010 (incorporated herein by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 6, 2004 (File No. 333-117668-12)).

 

  4.2 Joinder to Registration Rights Agreement, dated September 28, 2004, by and among AMF Bowling Worldwide, Inc., certain subsidiaries of AMF Bowling Worldwide, Inc., as Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston, acting through its Cayman Islands Branch (incorporated herein by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 6, 2004 (File No. 333-117668-12)).

 

  10.1 First Amendment to Credit Agreement dated as of September 20, 2004 among Kingpin Intermediate Corp., the Company, the Lenders signatory thereto and Credit Suisse First Boston, Cayman Islands Branch, as Administrative Agent, amending that certain Credit Agreement dated as of February 27, 2004 (incorporated herein by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 6, 2004 (File No. 333-117668-12)).

 

  10.2 Employment Letter, dated as of October 27, 2004, between AMF Bowling Worldwide, Inc. and Anthony J. Ponsiglione II (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2004 (File No. 001-12131)).*

 

  10.3 Kingpin Holdings, LLC 2004 Unit Option Plan dated as of September 27, 2004 (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2004 (File No. 001-12131)).*

 

  12.1 Statement re: Computation of Ratios (filed herewith).

 

  31.1 Certification by the Company’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

  31.2 Certification by the Company’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

  32.1 Certification by the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

  32.2 Certification by the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

* Management contract or compensatory plan or arrangement.

 

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Table of Contents

SIGNATURES

 

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

 

AMF Bowling Worldwide, Inc.     
(registrant)     

/s/ Christopher F. Caesar


   May 11, 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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