10-Q 1 bwl-a20181230_10q.htm FORM 10-Q bwl-a20181230_10q.htm
 

 

FORM  10-Q

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

FOR THE QUARTERLY PERIOD ENDED: DECEMBER 30, 2018

 

COMMISSION FILE NUMBER: 001-7829

 

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)

 

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405) of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  X  No __

 

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

 

Large Accelerated Filer __ Accelerated Filer __

Non-Accelerated Filer __ Smaller Reporting Company  Emerging Growth Company __

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. __

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)

    Yes __    No  X 

 

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

 

  

Shares Outstanding at

  

February 9, 2019

Class A Common Stock,

  

$.10 par value

3,746,454

  

  

Class B Common Stock,

  

$.10 par value

1,414,517

 

 

 

 

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

   

Thirteen Weeks Ended

   

Twenty-six Weeks Ended

 
   

December 30,

   

December 31,

   

December 30,

   

December 31,

 
   

2018

   

2017

   

2018

   

2017

 

Operating Revenues:

                               

Bowling and other

  $ 4,409,647     $ 4,484,745     $ 8,242,938     $ 8,233,015  

Food, beverage and merchandise sales

    1,918,298       1,883,777       3,526,475       3,399,260  

Total Operating Revenues

    6,327,945       6,368,522       11,769,413       11,632,275  
                                 

Operating Expenses:

                               

Employee compensation and benefits

    2,761,736       2,720,700       5,503,389       5,404,571  

Cost of bowling and other services

    1,506,687       1,508,075       3,043,433       2,975,983  

Cost of food, beverage and merchandise sales

    521,691       574,338       1,005,218       1,047,225  

Depreciation and amortization

    246,800       238,026       478,930       474,110  

General and administrative

    223,579       229,403       431,239       436,031  

Total Operating Expenses

    5,260,493       5,270,542       10,462,209       10,337,920  
                                 

Operating Income

    1,067,452       1,097,980       1,307,204       1,294,355  

Interest, dividend and other income

    91,168       81,449       196,589       185,466  

Change in value of investments

    (432,113

)

    -       (193,835

)

    -  
                                 

Earnings before provision for income taxes

    726,507       1,179,429       1,309,958       1,479,821  

Provision for income taxes (benefit)

    169,065       (257,305

)

    312,135       (152,105

)

                                 

Net Earnings

  $ 557,442     $ 1,436,734     $ 997,823     $ 1,631,926  
                                 

Earnings per share-basic & diluted

  $ .11     $ .28     $ .19     $ .32  
                                 

Weighted average shares outstanding

    5,160,971       5,160,971       5,160,971       5,160,971  
                                 

Dividends paid

  $ 903,170     $ 877,365     $ 1,780,535     $ 1,754,730  
                                 

Per share, dividends paid, Class A

  $ .175     $ .17     $ .345     $ .34  
                                 

Per share, dividends paid, Class B

  $ .175     $ .17     $ .345     $ .34  

 

The operating results for the thirteen (13) and twenty-six (26) week periods ended December 30, 2018 are not necessarily indicative of results to be expected for the year.  See notes to condensed consolidated financial statements.

 

2

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (CONTINUED)

(Unaudited)

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

 

   

Thirteen Weeks Ended

   

Twenty-six Weeks Ended

 
   

December 30,

   

December 31,

   

December 30,

   

December 31,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Net Earnings

  $ 557,442     $ 1,436,734     $ 997,823     $ 1,631,926  

Other comprehensive earnings- net of tax

                               

Unrealized gain on available- for-sale securities net of tax of $598 for 13 weeks and $91,192 for 26 weeks

            1,775               148,960  

Reclassification adjustment for gain included in Net Income net of tax of $2,167

            -               (3,520

)

                                 

Comprehensive earnings

  $ 557,442     $ 1,438,509     $ 997,823     $ 1,777,366  

 

The operating results for the thirteen (13) and twenty-six (26) week periods ended December 30, 2018 are not necessarily indicative of results to be expected for the year.

 

See notes to condensed consolidated financial statements.

 

3

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

 

   

As of

 
   

December 30,

   

July 1,

 
   

2018

   

2018

 

ASSETS

 

CURRENT ASSETS:

               

Cash and cash equivalents

  $ 1,639,081     $ 1,008,433  

Short-term investments

    232,972       333,029  

Marketable investment securities

    6,475,527       6,641,650  

Inventories

    562,571       490,456  

Prepaid expenses and other

    152,124       760,561  

Income taxes refundable

    207,898       192,298  

TOTAL CURRENT ASSETS

    9,270,173       9,426,427  

LAND, BUILDINGS & EQUIPMENT, net of accumulated depreciation of $41,524,358 and $41,264,023

    18,528,317       18,698,651  

OTHER ASSETS:

               

Cash surrender value-life insurance

    717,733       717,733  

Other

    66,315       66,315  

TOTAL OTHER ASSETS

    784,048       784,048  

TOTAL ASSETS

  $ 28,582,538     $ 28,909,126  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES:

               

Accounts payable

  $ 465,584     $ 806,487  

Accrued expenses

    610,063       1,107,226  

Dividends payable

    903,170       877,365  

Other current liabilities

    1,665,731       305,236  

TOTAL CURRENT LIABILITIES

    3,644,548       3,096,314  

LONG-TERM DEFERRED COMPENSATION

    -       17,440  

DEFERRED INCOME TAXES

    1,262,832       1,311,697  

TOTAL LIABILITIES

    4,907,380       4,425,451  
                 

COMMITMENTS AND CONTINGENCIES

               
                 

STOCKHOLDERS' EQUITY

               

Preferred stock, par value $10 a share: Authorized and unissued, 2,000,000 shares

    -       -  

Common stock, par value $.10 a share: Authorized, 10,000,000 shares Class A issued and outstanding 3,746,454

    374,645       374,645  

Class B issued and outstanding 1,414,517

    141,452       141,452  

Additional paid-in capital

    7,854,108       7,854,108  

Accumulated other comprehensive earnings-

               

Unrealized gain on available-for-sale securities, net of tax

    -       2,102,745  

Retained earnings

    15,304,953       14,010,725  

TOTAL STOCKHOLDERS' EQUITY

    23,675,158       24,483,675  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 28,582,538     $ 28,909,126  

 

See notes to condensed consolidated financial statements.

 

4

 

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS  OF CASH FLOWS

(Unaudited)

 

   

Twenty-six Weeks Ended

 
   

December 30,

   

December 31,

 
   

2018

   

2017

 

Cash Flows From Operating Activities

               

Net earnings

  $ 997,823     $ 1,631,926  

Adjustments to reconcile net earnings to net cash provided by operating activities:

               

Depreciation and amortization

    478,930       474,110  

Decrease in deferred taxes

    (48,865

)

    -  

Unrealized loss on marketable securities

    193,835       -  

Net purchases of marketable securities

    (27,712

)

    -  

Gain on sale of available-for-sale securities

    -       (8,531

)

Provisional estimate for reduction in deferred tax from tax act

    -       (604,190

)

Changes in assets and liabilities

               

Increase in inventories

    (72,115

)

    (19,493

)

Decrease in prepaid & other

    608,437       42,905  

Decrease in accounts payable

    (340,903

)

    (201,480

)

Increase in income taxes refundable

    (15,600

)

    -  

Decrease in accrued expenses

    (497,163

)

    (407,120

)

Decrease in income taxes payable

    -       (48,115

)

Decrease in long-term deferred compensation

    (17,440

)

    -  

Increase in other current liabilities

    1,360,495       1,288,798  

Net cash provided by operating activities

    2,619,722       2,148,810  
                 

Cash Flows From Investing Activities

               

Expenditures for land, building and equipment

    (308,596

)

    (676,271

)

Net sales & maturities (purchases) of short-term investments

    100,057       (42

)

Proceeds from sale of available-for-sale securities

    -       1,000,000  

Purchases of marketable securities

    -       (28,804

)

Net cash (used in) provided by investing activities

    (208,539

)

    294,883  
                 

Cash Flows From Financing Activities

               

Payment of cash dividends

    (1,780,535

)

    (1,754,730

)

                 

Net cash used in financing activities

    (1,780,535

)

    (1,754,730

)

                 

Net Increase in Cash and Equivalents

    630,648       688,963  
                 

Cash and Equivalents, Beginning of period

    1,008,433       604,671  
                 

Cash and Equivalents, End of period

  $ 1,639,081     $ 1,293,634  
                 
                 

Supplemental Disclosures of Cash Flow Information

               

Cash Paid During the Period for:

               

Interest

    -       -  

Income taxes

  $ 376,600     $ 500,200  

 

See notes to condensed consolidated financial information.

 

5

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Twenty-six Weeks Ended

December 30, 2018

(Unaudited)

 

 

1.    Basis for Presentation

 

The accompanying unaudited condensed consolidated financial statements of Bowl America Incorporated and subsidiaries (the "Company"), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  The condensed consolidated balance sheet as of July 1, 2018 has been derived from the Company's audited financial statements.  Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended July 1, 2018.

 

 

2.    Investments

 

The Company’s investments are categorized as current assets. Short-term investments consist of certificates of deposits and treasury bills with maturities of generally three months to one year. Equity securities consist primarily of telecommunications stocks and a mutual fund that invests in federal agency mortgage backed securities (Ginnie Mae). The fair value of the Company’s investments at December 30, 2018 and July 1, 2018 were as follows:

 

December 30, 2018

Description

 

Fair Value

   

Cost basis

   

 

Unrealized Gain

(Loss)

 

Certificates of deposits and Treasury Bills

  $ 232,972     $ 232,972     $ -  

Equity securities

  $ 4,622,784     $ 1,279,914     $ 3,342,870  

Mutual funds

  $ 1,852,743     $ 1,892,008     $ (39,265 )

July 1, 2018

Description

 

Fair Value

   

Cost basis

   

 

Unrealized

Gain

 

Certificates of deposits

  $ 333,029     $ 333,029     $ -  

Equity securities

  $ 4,816,804     $ 1,279,914     $ 3,536,890  

Mutual funds

  $ 1,824,846     $ 1,864,296     $ (39,450 )

 

 

6

 

 

The fair values of the Company’s investments were determined as follows:

 

December 30, 2018

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

   

Significant Other Observable

Inputs

(Level 2)

   

 

Significant

Unobservable

Inputs

(Level 3)

 
                         

Certificates of deposits and Treasury Bills

  $ -     $ 232,972     $ -  

Equity securities

    4,622,784       -       -  

Mutual funds

    1,852,743       -       -  
                         

Total

  $ 6,475,527     $ 232,972     $ -  

July 1, 2018

 

 

 

Description

 

Quoted

Price for

Identical Assets

(Level 1)

   

Significant Other Observable

Inputs

(Level 2)

   

 

Significant

Unobservable

Inputs

(Level 3)

 
                         

Certificates of deposits

  $ -     $ 333,029     $ -  

Equity securities

    4,816,804       -       -  

Mutual funds

    1,824,846       -       -  
                         

Total

  $ 6,641,650     $ 333,029     $ -  

 

The equity securities portfolio includes the following stocks:

 

AT&T shares

    82,112  

Manulife shares

    2,520  

Uniti shares

    815  

NCR shares

    774  

Teradata shares

    774  

Vodafone shares

    6,471  

CenturyLink shares

    4,398  

Frontier Communications shares

    300  

Sprint shares

    40,000  

Verizon shares

    31,904  

Windstream shares

    135  

 

On May 25, 2018, Windstream completed a 1-for-5 reverse split reducing Bowl America’s holdings to 135 shares. On July 10, 2017, Frontier Communications completed a 1-for-15 reverse stock split reducing Bowl America’s holdings to 300 shares from 4,508.

 

The Mutual fund included in the table above is Vanguard GNMA Admiral Shares #536 fund. The fair value of certificates of deposits is estimated using present value techniques and comparing the values derived from those techniques to certificates with similar values.

 

 

3.    Commitments and Contingencies

 

The Company’s purchase commitments at December 30, 2018, are for materials, supplies, services and equipment as part of the normal course of business. On October 26, 2018 the Company signed an agreement to sell vacant land for $1,100,000, subject to an inspection period and other standard closing contingencies. The potential buyer terminated the agreement during the inspection period without liability to either party.

 

 

4.    Employee benefit plans

 

The Company has two defined contribution plans with Company contributions determined by the Board of Directors.  The Company has no defined benefit plan or other postretirement plan.

 

7

 
 

 

 

5.    New Accounting Standards

 

In January 2016, the Financial Accounting Standards Board (FASB) issued guidance on equity securities that requires entities to recognize changes in unrealized gains and losses on equity securities in income in the current period unless the entity is recording the related investment under the equity method or consolidating the related entity. The Company adopted this standard effective July 2, 2018. The Company is also reclassifying all of its marketable equity securities as current assets on consolidated balance sheets. The following table summarizes the impact of the adoption on accumulated other comprehensive earnings and retained earnings:

 

   

Amount

 

Accumulated other comprehensive earnings, 7/2/2018

  $ 2,102,745  

Reclassification to retained earnings of cumulative effect adjustment to initially apply new accounting guidance for equity investments which were previously classified as available-for-sale, net of tax $1,394,695

    (2,102,745 )

Accumulated other comprehensive earnings as adjusted, 7/2/2018

    -  
         

Retained earnings, 7/2/2018

    14,010,725  

Reclassification from accumulated other comprehensive income of cumulative effect adjustment to initially apply new accounting guidance for equity investments which were previously classified as available-for-sale, net of tax, $1,394,695

    2,102,745  

Retained earnings as adjusted, 7/2/2018

  $ 16,113,470  

 

In February 2016, the FASB issued guidance on leases which requires entities to recognize right-of-use assets and lease liabilities on the balance sheet for the rights and obligations created by all leases, including operating leases, with terms of more than 12 months. The new guidance also requires additional disclosures on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. This amendment is effective for the Company’s fiscal year ending June 2020 with early adoption permitted. The Company is in the process of evaluating the impact the adoption of this guidance will have on our consolidated financial statements and related disclosures.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which creates a single, comprehensive revenue recognition model for all contracts with customers. Under this ASU and subsequently issued amendments, an entity should recognize revenue to reflect the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods and services. ASU 2014-9 may be adopted either retrospectively or on a modified retrospective basis. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. The FASB permits early adoption of the standard, but not before the original effective date of December 15, 2016. The Company adopted the standard effective July 2, 2018 and determined there was no material effect on the financial statements.

 

 

6.    Reclassifications

 

Certain previous year amounts have been reclassified to conform with current year presentation.

 

8

 
 

 

 

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

 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q are made as 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.

 

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 in 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 historically had 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. The Company considers that this diversity also provides a measure of safety of principal.

 

With the exception of 13,120 shares of Verizon, the equity securities 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. 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 $5,000,000 in dividends, the majority of which received favorable tax treatment in the form of a dividends received deduction from federal taxable income. While the deduction continues into this fiscal year, the Tax Cuts and Jobs Act (“Tax Act”) reduces the percent deductible. These equity securities are carried at their fair value on the last day of each reporting period. The fair value of the securities on December 30, 2018 was approximately $4,623,000 and on July 1, 2018 was approximately $4,817,000.

 

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. At December 30, 2018, the value was approximately $1,853,000 and at July 1, 2018, the value was $1,825,000.

 

Short-term investments, including Certificates of Deposits, Treasury Bills and cash and cash equivalents totaled $233,000 at the end of the fiscal second quarter of 2019 compared to $333,000 at July 1, 2018.

 

The Company’s position in all the above investments is a source of capital for possible expansion. 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.

 

In the six-month period ended December 30, 2018, the Company expended approximately $309,000 for the purchase of building, entertainment and restaurant equipment. The Company has no long-term debt and has no plans to obtain third party funding as cash and cash flows are sufficient to finance all contemplated purchases and to meet short-term purchase commitments and operating lease commitments.

 

9

 

 

The six-month decreases in the categories of Prepaid expenses and other, Accounts Payable and Accrued Expenses are primarily due to seasonal timing of payments including compensation, insurance and taxes and for contributions to benefit plans.

 

Current liabilities generally increase during the first three quarters of the fiscal year as leagues deposit prize fund monies with the Company throughout the league season. These funds are returned to the leagues at the end of the bowling season, generally in the fourth quarter. At December 30, 2018, league deposits of approximately $1,369,000 were included in the current liabilities category.

 

Cash flow provided by operating activities in the twenty-six weeks ended December 30, 2018 was $2,620,000 which, along with cash on hand was sufficient to meet day-to-day cash needs and pay dividends. Cash dividends of approximately $903,000, or $.175 per share, were paid to shareholders during the quarter ended December 30, 2018, and the six months total was approximately $1,781,000 or $.345 per share.   In December 2018 the Company declared a regular quarterly dividend of $.175 per share, payable February 20, 2019 to shareholders of record on January 10, 2019. 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 and trends of the business and estimate of future opportunities at such time.

 

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. While bowling has the advantage of being an entertainment that is close to home and relatively inexpensive, new forms of sports and entertainment are offered to the public continually creating 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.  The Company operates primarily in the Washington, DC area where its business is vulnerable to sequestration, government shutdowns or other downsizing of the federal government.

 

RESULTS OF OPERATIONS

 

The following tables set forth the items in our consolidated summary of operations for the fiscal quarters and year-to-date periods ended December 30, 2018, and December 31, 2017, and the dollar and percentage changes therein.

 

   

Thirteen weeks ended

 
   

December 30, 2018 and December 31, 2017

 
   

Dollars in thousands

 
   

12/30/ 2018

   

12/31/ 2017

   

Change

   

% Change

 

Operating Revenues:

                               

Bowling and other

  $ 4,410     $ 4,485     $ (75

)

    (1.7

)

Food, beverage and merchandise sales

    1,918       1,884       34       1.8  

Total Operating Revenue

    6,328       6,369       (41

)

    (.6

)

Operating Expenses:

                               

Employee Compensation and benefits

    2,762       2,721       41       1.5  

Cost of bowling and other services

    1,507       1,508       (1

)

    (.1

)

Cost of food, beverage and merchandise sales

    522       574       (52

)

    (9.0

)

Depreciation and amortization

    247       238       9       3.8  

General and administrative

    223       230       (7

)

    (3.0

)

Total Operating Expenses

    5,261       5,271       (10

)

    (.2

)

                                 

Operating Income

    1,067       1,098       (31

)

    (2.8

)

Interest, dividend and other income

    91       82       9       11.0  

Change in value of marketable securities

    (432

)

    -       (432

)

    (100.0

)

Earnings before taxes

    726       1,180       (454

)

    (38.5

)

Income taxes (benefit) provision

    169       (257

)

    (426

)

    (165.8

)

Net Earnings

  $ 557       1,437       (880

)

    (61.2

)

 

10

 

 

   

Twenty-six weeks ended

 
   

December 30, 2018 and December 31, 2017

 
   

Dollars in thousands

 
   

12/30/2018

   

12/31/ 2017

   

Change

   

% Change

 

Operating Revenues:

                               

Bowling and other

  $ 8,243     $ 8,233     $ 10       .1  

Food, beverage and merchandise sales

    3,526       3,399       127       3.7  

Total Operating Revenues

    11,769       11,632       137       1.2  

Operating Expenses:

                               

Employee Compensation and benefits

    5,503       5,405       98       1.8  

Cost of bowling and other services

    3,044       2,976       68       2.3  

Cost of food, beverage and merchandise sales

    1,005       1,047       (42

)

    (4.0

)

Depreciation and amortization

    479       474       5       1.1  

General and administrative

    431       436       (5

)

    (1.1

)

Total Operating Expenses

    10,462       10,338       124       1.2  
                                 

Operating income

    1,307       1,294       13       1.0  

Interest, dividend and other income

    197       186       11       5.9  

Change in value of marketable securities

    (194

)

    -       (194

)

    (100.0

)

Earnings before taxes

    1,310       1,480       (170

)

    (11.5

)

Income taxes (benefit) provision

    312       (152

)

    (464

)

    (305.3

)

Net Earnings

  $ 998     $ 1,632     $ (634

)

    (38.8

)

 

Net earnings were $557,442 or $.11 per share for the thirteen week period and $997,823 or $.19 per share for the twenty-six week period ended December 30, 2018 which include decreases of $432,000 and $194,000 in the value of marketable securities, respectively, attributable to the above-discussed change in accounting standards effective July 2, 2018.

 

For the thirteen-week and twenty-six periods ended December 31, 2017, net earnings were $1,436,734 or $.28 per shares and $1,631,926 or $.32 per share, respectively, helped by a one time required adjustment to the Company’s deferred tax account due to the Tax Act. Eighteen centers were in operation in both the current and prior year periods. In addition, both the current and prior year periods included the holiday week between Christmas and New Year’s Day. The operating results for fiscal 2019 periods included in this report are not necessarily indicative of results to be expected for the year.

 

Operating Revenues

 

Total operating revenues decreased $41,000 to $6,328,000 in the quarter ended December 30, 2018 compared to an increase of $134,000 to $6,369,000 in the three-month period ended December 31, 2017.  The current fiscal six-month period operating revenues were up $137,000 versus an increase of $333,000 in the comparable six-month period a year ago.  Bowling and other revenue decreased $75,000 in the quarter and increased $10,000 year-to-date for the periods ended December 30, 2018 versus increases of $106,000 in the quarter and of $277,000 for the six-month period ended December 31, 2017.

 

Food, beverage and merchandise sales increased $34,000 or 1.8% in the current year quarter and were up $127,000 or 3.7% in the six-month period.  Cost of sales decreased 9.0% in the current fiscal three month period and 4.0% for the six month period ended December 30, 2018.

 

Operating Expenses

 

Operating expenses were down $10,000 or 0.2% in the current three month period and increased $124,000 or 1.2% in six-month period versus decreases of  $2,000 and $91,000 or less than 1% in the three and six month periods, respectively, last year.  In the three and six month periods ended December 30, 2018, employee compensation and benefits were up $41,000 or 1.5% and $98,000 or 1.8%, respectively, in part the result of the tight labor market and increased overtime. Group health insurance costs decreased 8.5% as a result of lower participation. Included in this category of expense are contributions to our two benefit plans, both of which are defined contribution plans. There is no additional obligation beyond the current year contribution.

 

Cost of bowling and other services increased $68,000 or 2.3% and $36,000 or 2.4% in the six-month periods ended December 30, 2018, and December 31, 2017, respectively. In the twenty-six weeks ended December 30, 2018, maintenance and repair costs increased $14,000 or 3.3%. Advertising costs during the current year twenty-six week period ended December 30 2018, were up $16,000 or 8.9%. For the fiscal six month period ended December 30, 2018 utility costs were down 0.2%. Supplies and services expenses were down $13,000 or 3.8% in the current year six-month period.

 

11

 

 

Insurance expense excluding health insurance increased 1.5% in the current year-to-date period versus an increase of 5.0% in last year’s comparable period.

 

Depreciation and amortization expense increased 1.1% in the current six-month period and decreased 16.5% in the prior year six-month period.

 

As a result of the above, the first six-month period of fiscal 2019 resulted in operating income of $1,307,000 compared to operating income of $1,294,000 in the prior year comparable six-month period.

 

Interest, Dividend and Other Income

 

Interest, dividend and other income increased $11,000 in the fiscal 2019 six-month period and decreased $19,000 in the comparable 2018 year-to-date period.

 

Income Taxes

 

The Tax Act of December 2017 reduced the federal corporate tax rate from 34% to 21%. Taxes for the fiscal 2019 periods reflect the reduced federal rate resulting in an effective tax rate of approximately 24%. In fiscal 2018’s comparable periods the provisions call for a blended tax rate for fiscal year companies resulting in an effective rate of approximately 30.5%. In addition the Tax Act required an adjustment to the Company’s deferred tax account in the second quarter of fiscal 2018 resulting in credits to income tax expense for both the quarter and six month period. During the second quarter of the prior fiscal year the Company recorded provisional discrete tax benefits of $ 604,190 related to the Tax Act.  The resulting adjustment increased the prior year quarter and year to date earnings per share by 11.7 cents

 

 

CRITICAL ACCOUNTING POLICIES

 

Management has identified accounting for marketable investment securities as a critical accounting policy due to the significance of the amounts included in the Company’s balance sheet under the captions of Short-term investments and Marketable investment securities.  The Company exercises judgment in determining their fair value.  The Company records these investments at their fair value with the unrealized gain or loss recorded in income or loss in the current period.  

 

Management has identified accounting for the impairment of long-lived assets as a critical accounting policy due to the significance of the amounts included in the Company’s 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 future cash flows are less than the carrying amount.

 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

The Company’s Interim Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures are effective based on their evaluation of such controls and procedures as of December 30, 2018. There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended December 30, 2018, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

12

 

 

BOWL AMERICA INCORPORATED AND SUBSIDIARIES

S.E.C. FORM 10-Q

 

PART II - OTHER INFORMATION

 

 

Item 6.  Exhibits.

 

20

Press release issued February 13, 2019 (furnished herewith)

  

  

31 

Certification of Interim Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith

  

  

32

Written Statement of the Interim Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350 filed herewith

   

101

Interactive data files for the thirteen and twenty six weeks ended December 30, 2018 in eXtensible Business Reporting Language

 

13

 

 

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

 

  

Bowl America Incorporated

  

(Registrant)

  

  

Date: February 13, 2019

By: /s/ Cheryl A Dragoo

  

Cheryl A. Dragoo, Interim  CEO and CFO

 

 

 

 

14