UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 28, 2015

Commission file Number 1-7829

 

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter.)

 

MARYLAND	54-0646173
(State of Incorporation)	(I.R.S. Employer Identification No.)

 

6446 Edsall Road, Alexandria, Virginia	22312
(Address of principal executive offices)	(Zip Code)

 

(703) 941-6300

Registrant's telephone number, including area code

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Class	Name of Exchange on which registered
Class A Common stock (par value $.10)	NYSE MKT

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES[ ] NO [X]

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K, (Section 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [ ]		Accelerated Filer [ ]
Non-accelerated Filer [ ]		Smaller reporting company [X]

  

     

Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). YES [ ] NO [X]

      

As of December 26, 2014, which was the last business day of the registrant's most recently completed second quarter, 3,746,454 Class A common shares were outstanding, and the aggregate market value of the Class A common shares (based upon the closing price of these shares on the NYSE MKT) of Bowl America Incorporated held by non-affiliates of the registrant was approximately $34 million. As of that date 1,414,517 Class B common shares were outstanding. Class B common shareholders have the right to convert their Class B common stock to Class A common stock on a share for share basis. If all of the Class B shares were converted to Class A shares as of December 26, 2014, the total aggregate market value for both classes of common stock held by non-affiliates would be approximately $36 million.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

 

	Shares outstanding at  September 15, 2015
Class A Common Stock $.10 par value	3,746,454
Class B Common Stock $.10 par value	1,414,517

 

  

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of registrant's definitive proxy statement, which will be filed with the Commission not later than 120 days after June 28, 2015, are incorporated by reference into Part III of this Form 10-K. The Selected Financial Data (Item 6), Management’s Discussion & Analysis (Item 7), Financial Statements (Item 8) and Management’s Annual Report on Internal Control Over Financial Reporting (Item 9A) attached to this filing as exhibits are incorporated herein by reference.

 

 

   

BOWL AMERICA INCORPORATED

INDEX TO FISCAL 2015 10-K FILING

 

			Page
		PART I
ITEM 1.		Business
(a)		General Development of Business	1
(b)		Financial Information about Industry Segments	1
(c)		Narrative Description of Business	1
(d)		Financial Information about Geographic Areas	1
ITEM 2.		Properties	2
ITEM 3.		Legal Proceedings	2
ITEM 4.		Mine Safety Disclosures	2
		PART II
ITEM 5.		Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2
ITEM 6.		Selected Financial Data	3
ITEM 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 8.		Financial Statements and Supplementary Data	3
ITEM 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3
ITEM 9A.		Controls and Procedures	3
		PART III
ITEM 10.		Directors, Executive Officers and Corporate Governance	4
ITEM 11.		Executive Compensation	4
ITEM 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4
ITEM 13.		Certain Relationships and Related Transactions, and Director Independence	4
ITEM 14.		Principal Accountant Fees and Services	4
		PART IV
ITEM 15.		Exhibits and Financial Statement Schedules
(a)		Financial Statements	5
(b)		Exhibits	5
Signatures			6-7

 

 

    

PART I

 

ITEM 1. BUSINESS

 

(a) General Development of Business         

Bowl America Incorporated (herein referred to as the “Company”) was incorporated in 1958. The Company commenced business with one bowling center in 1958, and at the end fiscal year 2015, the Company and its wholly-owned subsidiaries operated 18 bowling centers.

          

(b) Financial Information about Industry Segments         

The Company operates in one segment. Its principal source of revenue consists of fees charged for the use of bowling lanes and other facilities and from the sale of food and beverages for consumption on the premises. At the end of the fiscal year 2015, the Company had operating revenues from continuing operations of approximately $23.1 million, and approximately $32 million in total assets. Merchandise sales, including food and beverages, were approximately 29% of operating revenues. The balance of operating revenues (approximately 71%) represents fees for bowling and related services. Earnings per share for fiscal 2015 were $0.32.

 

(c) Narrative Description of Business

During fiscal year 2015, the Company operated 10 bowling centers in the greater metropolitan area of Washington, D.C., one bowling center in the greater metropolitan area of Baltimore, Maryland, three bowling centers in the greater metropolitan area of Jacksonville, Florida, and four bowling centers in the greater metropolitan area of Richmond, Virginia. These 18 bowling centers contain a total of 726 lanes.

         

These establishments are fully air-conditioned with facilities for service of food and beverages, game rooms, rental lockers, and meeting room facilities. All centers provide shoes for rental, and bowling balls are provided free. In addition, each center sells retail bowling accessories. Most locations are equipped for glow-in-the-dark bowling, popular for parties and non-league bowling.

         

The bowling equipment essential for the Company's operation is readily available. The Company’s major source of equipment is Brunswick Corporation.

         

The bowling business is a seasonal one, and most of the business takes place from October through May. It is highly competitive, but the Company has managed to maintain its position in the markets in which it operates. The principal method of competition is the quality of service furnished to the Company's customers. Its primary competitor is Bowlmor AMF.

 

Compliance with federal, state and local environmental protection laws has not materially affected the Company.

         

The number of persons employed by the Company and its subsidiaries is approximately 500 including approximately 250 full time employees.

         

(d) Financial Information about Geographic Areas 

 

The Company has no foreign operations.

 

 

 

ITEM 2. PROPERTIES

 

The Company owns its general offices which are located at 6446 Edsall Road, Alexandria, Virginia 22312.

 

Two of the Company's bowling centers are located in leased premises, and the remaining sixteen centers are owned by the Company. The Company's leases expire in fiscal 2020. The specific locations of the bowling centers are discussed under Item 1(c).

 

ITEM 3. LEGAL PROCEEDINGS

 

There are no material pending legal proceedings other than ordinary routine litigation incidental to the business.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

PART II

 

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information         

The principal market on which the Company's Class A Common Stock is traded is the NYSE MKT. The Company's Class B Common Stock is not listed on any exchange and is not publicly traded. Each share of Class B Common Stock can be converted to one share of Class A Common Stock at any time.

          

The table below presents the high and low sales price of the Company's Class A Common Stock in each quarter of fiscal years 2015 and 2014.

  

2015		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr
High		$	15.50			$	15.45			$	15.50			$	15.50
Low		$	13.12			$	13.79			$	14.08			$	14.27

 

2014		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr
High		$	14.35			$	15.34			$	15.50			$	15.50
Low		$	13.01			$	13.55			$	13.65			$	14.04

 

Holders      

As of September 15, 2015, the approximate number of holders of record of the Company's Class A Common Stock was 297 and of the Company's Class B Common Stock was 23.

  

Cash Dividends      

The table below presents the quarterly cash dividends per share of Class A Common Stock and Class B Common Stock paid, and the quarter in which the payment was made during fiscal 2015 and 2014.

  

Class A Common Stock

Quarter		2015				2014
First		17 cents				16.5 cents
Second		17 cents				16.5 cents
Third		17 cents				16.5 cents
Fourth		17 cents				16.5 cents

 

 

   

Class B Common Stock

Quarter		2015				2014
First		17 cents				16.5 cents
Second		17 cents				16.5 cents
Third		17 cents				16.5 cents
Fourth		17 cents				16.5 cents

        

The Board of Directors decides the amount and timing of any dividend at its quarterly meetings based on its appraisal of the state of the business, the economic climate and estimate of future opportunities at such time.

  

ITEM 6. SELECTED FINANCIAL DATA

         

The information is set forth in the section of Exhibit 99(a) entitled "Selected Financial Data" on page 13 of this Form 10-K and is incorporated herein by reference. Such information should be read in conjunction with the audited financial statements.

  

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         

The information is set forth in the section of Exhibit 99(b) entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Pages 9 through 12 of this Form 10-K and is incorporated herein by reference.

  

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         

The financial statements and notes thereto are set forth in Exhibit 99(c) on pages 16 through 28 of this Form 10-K and is incorporated herein by reference. Supplementary data is not required.

  

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE       

 

NONE. 

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

          

The Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company's disclosure controls and procedures were effective as of June 28, 2015. Additionally, the Company’s officers concluded that the Company’s disclosure controls and procedures were effective as of June 28, 2015 to ensure that information required to be disclosed in the reports filed under the Exchange Act was accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

 

  

Internal Control over Financial Reporting

         

(a) Management’s Annual Report on Internal Control Over Financial Reporting

         

In accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308(a) of Regulation S-K, the report of management on the Company’s internal control over financial reporting is set forth in Exhibit 99(d) in this Annual Report on Form 10-K and is included herein by reference.

         

(b) Changes in Internal Control Over Financial Reporting

         

There was no change in the Company’s internal control over financial reporting that occurred during the fourth quarter ended June 28, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART III

  

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

         

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item regarding directors and executive officers is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 

ITEM 11. EXECUTIVE COMPENSATION

         

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

         

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

  

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

         

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

 

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

           

Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

  

 

  

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         

(a)

Financial Statements

               

The following consolidated financial statements of Bowl America Incorporated and its subsidiaries are incorporated by reference in Part II, Item 8:

               

Reports of Independent Registered Public Accounting Firms

               

Consolidated balance sheets as of June 28, 2015 and June 29, 2014

               

Consolidated statements of earnings and comprehensive earnings - years ended June 28, 2015 and June 29, 2014

               

Consolidated statements of stockholders' equity - years ended June 28, 2015 and June 29, 2014

               

Consolidated statements of cash flows - years ended June 28, 2015 and June 29, 2014

               

Notes to the consolidated financial statements - years ended June 28, 2015 and June 29, 2014

 

(b)

Exhibits:

3(i)a Articles of Incorporation of the Registrant and amendments through December 1994 thereto (Incorporated by reference from exhibit number 3 to the Annual Report for 1989 on Form 10-K for fiscal year ended July 2, 1995.)

               

3(i)b Amendment to and restatement of Article FIFTH (b) III 2.2 of the Registrant's Articles of Incorporation (Incorporated by reference from the Registrant's Form 8-K filed December 9, 1994.)

               

3(ii) By-laws of the Registrant (Incorporated by reference from exhibit 3 to the Registrant’s Annual Report on Form 10-K for fiscal year ended July 2, 1989.)

               

10.1     Amended Employment Agreement, dated as of June 22, 2015, between the Company and Leslie H. Goldberg (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 22, 2015).

               

10.2     Amended Employment Agreement, dated as of June 22, 2015, between the Company and Cheryl A. Dragoo (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 22, 2015).

                

20 Press release dated September 24, 2015

             

21 Subsidiaries of registrant (Incorporated by reference from exhibit number 1 to the Registrant's Annual Report on Form 10-K for fiscal year ended June 30, 2002.)

 

31.1 Written statement of Chief Executive Officer (Rule 13a-14a Certification)

 

31.2 Written statement of Chief Financial Officer (Rule 13a-14a Certification)               

 

32 Written statement of Chief Executive and Chief Financial Officers (Section 1350 Certifications)

               

99(a) Selected Financial Data (Item 6), set forth as page 13 hereof

               

99(b) Management’s Discussion & Analysis of Financial Condition and Results of Operations (Item 7), set forth as pages 9-12 hereof

               

99(c) Consolidated Financial Statements (Item 8), set forth as pages 16-28 hereof

               

99(d) Management’s Annual Report on Internal Control Over Financial Reporting, (Item 9-A) set forth as page 8 hereof

              

101 Interactive files formatted in XBRL (Extensible Business Reporting Language)

 

 

  

BOWL AMERICA INCORPORATED

 

SIGNATURES

 

         Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BOWL AMERICA INCORPORATED

 

 

/s/ Leslie H. Goldberg

Leslie H. Goldberg

President

Chief Executive and Operating Officer

 

Date: September 24, 2015

 

 

/s/ Cheryl A. Dragoo

Cheryl A. Dragoo

Chief Financial Officer,

Senior Vice President

Principal Financial and Accounting Officer

 

Date: September 24, 2015

 

 

  

SIGNATURES

 

         Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated.

 

Name, Title, Capacity

 

 

/s/ Leslie H. Goldberg
Leslie H. Goldberg
President, Principal Executive & Operating Officer and Director
Date: September 24, 2015

 

 

 

/s/ Ruth Macklin			/s/ Cheryl A Dragoo
Ruth Macklin			Cheryl A Dragoo
Senior Vice President, Secretary, Treasurer and Director			Senior Vice President, Principal Financial & Accounting Officer and Director
Date: September 24, 2015			Date: September 24, 2015

 

 

 

/s/ Warren T. Braham			/s/ Nancy Hull
Warren T. Braham			Nancy Hull
Director			Director
Date: September 24, 2015			Date: September 24, 2015

 

 

 

/s/ Allan L. Sher			/s/ Merle Fabian
Allan L. Sher			Merle Fabian
Director			Director
Date: September 24, 2015			Date: September 24, 2015

 

 

 

/s/ Arthur H. Bill
Arthur H. Bill
Director
Date: September 24, 2015

 

 

 

Exhibit 99(d) Management’s Annual Report on Internal Control Over Financial Reporting

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

The following sets forth, in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308(a) of Regulation S-K, the annual report of management of the Company on the Company’s internal control over financial reporting.

 

1. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting in a process designed by, or under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

      

2. Management of the Company, in accordance with Rule 13a-15(d) under the Securities Exchange Act of 1934 and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of June 28, 2015. The framework on which management’s evaluation of the Company’s internal control over financial reporting is based is the “Internal Control-Integrated Framework” published in 1992 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

 

3. Management has determined that the Company’s internal control over financial reporting, as of June 28, 2015, was effective. No material weaknesses in the Company’s internal control over financial reporting were identified by management. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

4. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to a permanent exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

 

 

   

Exhibit 99(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

    

This Annual Report of Form 10-K contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Annual Report on Form 10-K are forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business, our sales and the industry in which we operate and our management’s beliefs and assumptions. These statements are not guarantees of future performance or development and involve risks, uncertainties and other factors that are in some cases beyond our control. The forward-looking statements included in this Annual Report on Form 10-K are made as of the date hereof. We are under no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

OVERVIEW

    

The Company is in the entertainment business which, by its nature, has ups and downs based on consumer tastes and preferences. Generally, promotional and open play bowling, which depends on the public’s discretionary budget dollars and their choices, accounts for more than half of our business. An unstable economy can lead many to participate in entertainment that is close to home and relatively inexpensive. Bowling has those advantages. However, the longer the economy remains unstable, the less willing people are to spend on other than necessities. Current economic and political conditions continue to create challenges, but our response is helped by having the resources to be able to promote the sport. Weather is also a factor, especially for casual bowlers. While extreme heat or rainy weather prompt people to look for indoor activities, heavy snow storms can keep customers from reaching the centers. Postponed league games are made up later in the season, but lost open play income is never recovered.

 

LIQUIDITY AND CAPITAL RESOURCES

    

The Company views a strong financial position as a major benefit to shareholders and emphasizes payment of dividends as part of its financial plan. A portion of earnings has consistently been invested to create a reserve to protect the Company during downturns in business, to capitalize on opportunities for expansion and modernization and to provide a secure source of income. For these reasons, the Company prefers a conservative approach to investing rather than taking greater risk for possible rapid growth. The Company balances market volatility by using both fixed income and equity investments in managing its reserve funds. Any equity security is subject to price fluctuation, however, the stocks held by the Company have relatively low volatility. The Company has long been invested in a Government National Mortgage Association (“Ginnie Mae”) fund and domestically domiciled stocks with the perceived potential of appreciation, primarily telecommunications stocks. This diversity also provides a measure of safety of principal.

    

With the exception of 13,120 shares of Verizon, the common stocks in our portfolio have come from spin-offs, mergers and acquisitions of AT&T and United Telecommunications (now Sprint) purchased in 1979 and 1984 and from one insurance company acquired at no cost when that company demutualized. The Company purchased a total of 10,000 shares of Verizon during previous periods at a cost of approximately $430,000 and 3,120 shares of Verizon were received as a special dividend from Vodafone. While not all stocks in the portfolio are domestic American companies any longer, since the original purchases at an approximate cost of $630,000, we have received approximately $967,000 from mergers and sales, and over $4,151,000 in dividends, the majority of which were tax favored in the form of exclusion from federal taxable income. The exclusion continues into the current year. These marketable securities are carried at their fair value on the last day of each reporting period. The fair value of the securities on June 28, 2015 was approximately $5,200,000. The value of securities held at June 29, 2014 was approximately $5,400.000.

    

The Company’s original investment in the Vanguard GNMA bond fund began in 1988 with purchases of shares in the fund totaling approximately $1,400,000. The fund is carried at fair value on the last day of the reporting period and at June 28, 2015, the value was approximately $3,676,000. In August 2015 approximately $1,000,000 of this fund was redeemed to meet the August 2015 dividend payment.

 

 

       

Short-term investments consisting mainly of Certificates of Deposits, and cash and cash equivalents totaled $912,000 at the end of fiscal 2015 compared to $2,295,000 at the end of fiscal 2014.

    

The Company's position in all the above investments is a source of expansion capital. Potential volatility in the trading prices of the marketable securities held by the Company could impact the Company’s opportunities for expansion. The Board of Directors reviews the portfolio weekly and any use of this reserve at its quarterly meetings. The Company has made no application for third party funding as cash and cash flows are currently sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.    

    

Cash flow provided by operating activities for the year ended June 28, 2015, was $3,053,000. Equipment purchases during fiscal year 2015 used approximately $797,000. Proceeds from Ginnie Mae dividends totaling approximately $112,600 in fiscal year 2015 were used to purchase additional shares in the fund. Short-term cash was used to meet the balance of $3,509,000 required to pay regular dividends during the fiscal year.

    

The Company paid cash dividends totaling approximately $3.5 million, or $.68 per share, to shareholders during the 2015 fiscal year, making this the forty-third consecutive year of increased regular dividends per share. In June 2015, the Company declared a quarterly $.17 per share dividend, paid in August 2015. The economic climate is part of the consideration at the Directors quarterly reviews of future estimates of cash flows. The Board of Directors decides the amount and timing of any dividend at its quarterly meeting based on its appraisal of the state of the business and estimate of opportunities at such time.

 

RESULTS OF OPERATIONS

     

The following table sets forth the items in our consolidated summary of operations for the fiscal fourth quarters ended June 28, 2015 and June 29, 2014, respectively, and the dollar and percentage changes therein.

  

		Thirteen weeks ended
		June 28, 2015 and June 29, 2014
		Dollars in thousands
		2015				2014				Change				% Change
Operating Revenues:
Bowling and other		$	3,497			$	3,315			$	182				5.5	%
Food, beverage & merchandise sales			1,512				1,441				71				4.9
			5,009				4,756				253				5.3
Operating Expenses:
Compensation & benefits			2,674				2,697				(23	)			(.8	)
Cost of bowling & other			1,285				1,316				(31	)			(2.4	)
Cost of food, beverage & merchandise sales			485				479				6				1.3
Depreciation & amortization			268				273				(5	)			(1.8	)
General & administrative			222				300				(78	)			(26.0	)
			4,934				5,065				(131	)			(2.6	)
(Loss) gain on disposal of assets			(4	)			9				(13	)			(144.4	)
Operating income from continuing operations			71				(300	)			371				123.7
Interest, dividend and other income			120				102				18				17.6
Earnings from continuing operations before taxes			191				(198	)			389				196.5
Income taxes			(13	)			(227	)			214				94.3
Earnings from continuing operations			204				29				175				603.4
(Loss) from discontinued operations net of tax			-				(1	)			1				100.0
Net Earnings		$	204			$	28			$	176				628.6

 

 

The following table sets forth the items in our consolidated summary of operations for the fiscal years ended June 28, 2015 and June 29, 2014, respectively, and the dollar and percentage changes therein.

 

		Fifty-two weeks ended
		June 28, 2015 and June 29, 2014
		Dollars in thousands
		2015				2014				Change				% Change
Operating Revenues:
Bowling and other		$	16,309			$	16,094			$	215				1.3	%
Food, beverage & merchandise sales			6,816				6,686				130				1.9
			23,125				22,780				345				1.5
Operating Expenses:
Compensation & benefits			11,014				11,124				(110	)			(1.0	)
Cost of bowling & other			5,950				6,110				(160	)			(2.6	)
Cost of food, beverage & merchandise sales			2,086				2,062				24				1.2
Depreciation & amortization			1,255				1,323				(68	)			(5.1	)
General & administrative			910				963				(53	)			(5.5	)
			21,215				21,582				(367	)			(1.7	)
(Loss) gain on disposal of assets			(4	)			9				(13	)			(144.4	)
Operating income from continuing operations			1,906				1,207				699				57.9
Interest, dividend and other income			495				663				(168	)			(25.3	)
Earnings from continuing operations before taxes			2,401				1,870				531				28.4
Income taxes			761				497				264				53.1
Earnings from continuing operations			1,640				1,373				267				19.4
(Loss) from discontinued operations net of tax			-				(3	)			3				100.0
Net Earnings		$	1,640			$	1,370			$	270				19.7

 

Net Earnings were $203,752 or $.04 per share for the thirteen week period and $1,640,229 or $.32 per share for the fifty-two week period ended June 28, 2015. Including discontinued operations, for the thirteen week and fifty-two week periods ended June 29, 2014 net earnings were $27,875 or $.01 per share and $1,370,394 or $.27 per share, respectively. Fiscal 2015 and 2014 each consisted of 52 weeks and eighteen centers were in operation throughout both years.

 

Operating Revenues

   

Total operating revenue increased 1.5%, or $345,000, to $23.1 million in fiscal 2015 compared to a decrease of 4.8%, or $1,077,000, to $22.8 million in fiscal 2014. Bowling and other revenue increased $214,000 in fiscal 2015 versus a decrease of $820,000 in fiscal 2014. Food, beverage and merchandise sales increased $130,000 in fiscal 2015 and decreased $257,000 in fiscal 2014.

 

Management believes that open play revenue was lost in both years as a result of snow storms in the normally busiest months of fiscal years 2015 and 2014. Promotional pricing throughout both fiscal years also depressed bowling revenue. Management also believes that the capricious nature of the economic recovery and federal tax and spending provisions continue to adversely influence customers’ decisions for recreational spending for both league and open play games. The Company continues to review and adjust its budget in light of current economic conditions.

 

Operating Expenses

     

As discussed in more detail below, total operating expenses decreased 1.7%, or $367,000, in fiscal year 2015 versus a decrease of 2.3%, or $514,000 in fiscal 2014. Costs for employee compensation and benefits were down 1% or $110,000 in fiscal 2015 versus a decrease of 4.4% or $507,000 in fiscal 2014. The Company continued to make scheduling adjustments resulting in a decrease in compensation. In addition, group health insurance costs declined primarily due to plan offerings and lower premiums. This category includes contributions to our two benefit plans, both of which are defined contribution plans. The contributions can only be made from profits and there is no additional obligation beyond the current year contribution.

 

 

 

Cost of bowling and other services decreased $159,000 or 2.6% in the year ended June 28, 2015 versus an increase of $14,000 or 0.2% in the prior fiscal year. Maintenance expense decreased $59,000 or 6.2% in fiscal 2015 and rose 26.2% or $198,000 in fiscal year 2014. Snow removal costs in both fiscal years were high due to winter storms. Utility costs were flat in the current fiscal year as declines in telephone expense offset increases in electric and gas expense. and increased 2.9% in fiscal 2014. Supplies expense increased 1% in fiscal 2015 and declined 5.9% in fiscal 2014. Advertising costs decreased 24.8% in fiscal 2015 and 2.4% in the prior year period. Both years included updating interiors at several locations.

    

Cost of food, beverage and merchandise sales increased $24,000 or 1.2% in fiscal 2015, primarily the result of higher food and beverage sales, and increased $41,000 or 2% in fiscal 2014, primarily due to higher merchandise sales.

    

Depreciation expenses decreased approximately $69,000 or 5.2% in fiscal 2015 versus a decrease of approximately $99,000 or 7% in the prior year after several large assets became fully depreciated.

    

Operating income from continuing operations increased 57.9% or $699,000 to $1.9 million in fiscal year 2015 from $1.2 million in fiscal 2014.

 

Interest and Dividend Income

 

Interest and dividend income decreased $168,000 or 25.4% in fiscal 2015. In the prior year the same category increased $228,000 or 52.4% primarily due to the special Vodafone dividend mentioned above and increased holdings in Verizon.

 

Income taxes

    

Effective income tax rates on continuing operations for the Company were 31.7% for fiscal 2015 and 26.5% for fiscal 2014, the difference from statutory rates is primarily due to the partial exclusion of dividends received on investments which, in fiscal 2014 was a higher portion of income than in the prior year.

 

Net Earnings

    

Net earnings from continuing operations in fiscal 2015 were $1.6 million, or $.32 per share, compared to $1.4 million, or $.27 per share in fiscal 2014.

 

Loss from discontinued operations – net of tax

     

Fiscal 2014 included a net of tax loss of $2,774 from the discontinued Winter Park, Florida location.

 

CRITICAL ACCOUNTING POLICIES

    

We have identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in our balance sheet. The Company exercises judgment in determining the classification of its investment securities as available-for-sale and in determining their fair value. The Company records these investments at their fair value based on quoted market prices with the unrealized gain or loss recorded in accumulated other comprehensive income, a component of stockholders' equity, net of deferred taxes. Additionally, from time to time the Company must assess whether write-downs are necessary for other than temporary declines in value. 

     

We have identified accounting for the impairment of long-lived assets as a critical accounting policy due to the significance of the amounts included in our balance sheet under the caption of Land, Buildings and Equipment. The Company reviews long-lived assets whenever events or changes indicate that the carrying amount of an asset may not be recoverable. In making such evaluations, the Company compares the expected future cash flows to the carrying amount of the assets. An impairment loss equal to the difference between the assets' fair value and carrying value is recognized when the estimated undiscounted future cash flows are less than the carrying amount. There were no impairment losses recorded in fiscal 2015 or 2014.

 

 

  

Exhibit 99(a) Selected Financial Data

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED SUMMARY OF OPERATIONS

  

Selected Financial Data

 

		For the Years Ended
		June 28,				June 29,				June 30,				July 1,				July 3,
		2015				2014				2013				2012				2011
Operating revenues		$	23,124,541			$	22,780,017			$	23,857,281			$	24,343,024			$	26,154,437
Operating expenses			21,214,632				21,581,531				22,095,866				22,742,905				24,235,601
(Loss) gain on disposal of land, building and equipment			(3,854	)			8,820				980				25,924				14,187
Interest, dividend and other income			494,645				662,693				435,141				499,873				579,960
Earnings from continuing operations
before provision for income taxes			2,400,700				1,869,999				2,197,536				2,125,916				2,512,983
Provision for income taxes			760,471,				496,831				711,763				626,677				866,619
Earnings from continuing operations		$	1,640,229			$	1,373,168			$	1,485,773			$	1,499,239			$	1,646,364
(Loss) gain from discontinued operations - net of tax			-				(2,774	)			1,669,449				(74,398	)			(89,435	)
Net Earnings		$	1,640,229			$	1,370,394			$	3,155,222			$	1,424,841			$	1,556,929
Weighted average shares outstanding- Basic & Diluted			5,160,971				5,160,971				5,151,784				5,151,471				5,147,117
Earnings per share-Basic & diluted
Continuing operations		$	.32			$	.27			$	.29			$	.29			$	.32
Discontinued operations			.00				.00				.32				(.01	)			(.02	)
Net earnings per share-Basic & diluted		$	.32			$	.27			$	.61			$	.28			$	.30
Net cash provided by operating activities		$	3,052,817			$	2,053,510			$	2,206,533			$	2,769,286			$	3,529,193
Cash dividends paid		$	3,509,460			$	3,406,243			$	5,949,951			$	3,296,942			$	3,242,593
Cash dividends paid Per share - Class A		$	0.68			$	0.66			$	1.155			$	0.64			$	0.63
- Class B		$	0.68			$	0.66			$	1.155			$	0.64			$	0.63
Total assets		$	32,062,409			$	34,363,780			$	36,725,050			$	39,368,174			$	40,917,762
Stockholders' equity		$	26,974,079			$	28,978,731			$	31,031,801			$	33,685,154			$	35,301,391
Net book value per share		$	5.23			$	5.61			$	6.01			$	6.54			$	6.85
Net earnings as a % of beginning stockholders' equity			5.7	%			4.4	%			9.4	%			4.0	%			4.3	%
Lanes in operation			726				726				726				756				756
Centers in operation			18				18				18				19				19

 

 

 

	1395 Piccard Drive, Suite 240
	Rockville, Maryland 20850
	Phone 301.337.3305

 

Report of Independent Registered Public Accounting Firm

  

Board of Directors and Stockholders

Bowl America Incorporated

Alexandria, Virginia

 

We have audited the accompanying Consolidated Balance Sheets of Bowl America Incorporated and Subsidiaries as of June 28, 2015, and the related Consolidated Statements of Earnings and Comprehensive Earnings, Stockholders' Equity and Cash Flows for the year then ended. Bowl America Incorporated and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bowl America Incorporated and Subsidiaries as of June 28, 2015, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ MN Blum LLC

 

MN Blum, LLC

Rockville, Maryland

September 24, 2015

  

 

 

	805 King Farm Boulevard
	Rockville, Maryland 20850
	Phone 301.231.6200
	Fax 301.231.7630

 

Report of Independent Registered Public Accounting Firm

  

Board of Directors and Stockholders

Bowl America Incorporated

Alexandria, Virginia

 

We have audited the accompanying Consolidated Balance Sheets of Bowl America Incorporated and Subsidiaries as of June 29, 2014 and the related Consolidated Statements of Earnings and Comprehensive Earnings, Stockholders' Equity and Cash Flows for the year then ended. Bowl America Incorporated and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bowl America Incorporated and Subsidiaries as of June 29, 2014, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Aronson, LLC

 

Aronson, LLC

Rockville, Maryland

September 24, 2015

 

 

 

Exhibit 99(c) Consolidated Financial Statements

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

  

 

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

 

 

  

  BOWL AMERICA INCORPORATED AND SUBSIDIARIES

  CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

 

 

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

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

  

 

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

 

 

  

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

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

  

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  

  

 

  

 

 

 

 

 

 

  

 

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